Exhibit 10.66
FIRST AMENDED AND RESTATED LIMITED FORBEARANCE AGREEMENT
THIS FIRST AMENDED AND RESTATED LIMITED FORBEARANCE AGREEMENT (this
"Agreement") is dated as of March 8, 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").
R E C I T A L S:
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 has advised the Lenders 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, the Loan Parties, the Administrative Agent and the
Lenders parties thereto entered into a certain Limited Forbearance Agreement
dated as of November 16, 2001 (the "Forbearance Agreement").
D. The Borrower established a $2,500,000 cash collateral account
(the "Cash Collateral Account") under the Forbearance Agreement to offset drawn
Letters of Credit that are not reimbursed by the borrower and to secure the
Obligations under the Credit Agreement.
E. The Borrower, the Loan Parties, the Administrative Agent and the
Lenders parties thereto entered into a certain First Amendment and Extension of
Limited Forbearance Agreement on December 12, 2001 (the "First Amendment").
F. The Borrower, the Loan Parties, the Administrative Agent and the
Lenders parties thereto entered into a certain Second Amendment and Extension
of Limit Forbearance Agreement on February 6, 2002 (the "Second Amendment").
G. The Borrower agreed pursuant to the terms of the First Amendment
to the immediate and permanent termination of (i) the Commitment, (ii) the
Swingline Commitment and (iii) the Letter of Credit Commitment.
H. Majority Lenders agreed pursuant to the terms of the Second
Amendment that the Administrative Agent may, in it sole discretion, extend (but
not increase) any Letter of Credit outstanding as of February 6, 2002 until (i)
otherwise directed by Majority Lenders or (ii) the Borrower, the Parent or any
of their Subsidiaries are granted relief under any Debtor Relief Laws.
I. The Borrower has requested that the Lenders agree to continue 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, 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.
(a) Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Credit Agreement.
(b) The following defined terms are added for purposes of this
Agreement:
(i) "Forbearance Net Proceeds" means the gross cash proceeds
received by the Parent, the Borrower or any Subsidiary of the Borrower in
connection with or as a result of any sale of any assets or Properties of the
Parent, the Borrower or any of their Subsidiaries, minus (so long as each of the
following are estimated in good faith by the management of the Borrower and
certified to the Lenders in reasonable detail by an Authorized Officer) (i)
distributions to be made, if any, by the Borrower to the Parent and by the
Parent to the Shareholders, each as permitted by Section 8.08 of the Credit
Agreement, plus to the extent the Borrower or such Subsidiary has any actual Tax
liability, actual Taxes payable with respect to such asset sale in an amount
equal to the Tax liability of the Parent, the Borrower or any subsidiary of the
Borrower in respect of such sale (taking into account the distribution to the
Parent and by the Parent to the Shareholders, and all Tax benefits of each of
the parties), (ii) reasonable and customary transaction costs payable by the
Parent, the Borrower or any Subsidiary of the Borrower related to such sale and
(iii) Debt secured by the assets sold that is immediately repaid as a
consequence of such sale, except, so long as there exists no Default or Event of
Default, except Existing Defaults, Debt that constitutes any of the Obligations,
(other than assets or Properties owned by the Canada Sub and pledged to secure
the Canada Indebtedness).
(ii) "Subordinated Notes" means those certain 5 1/2%
Convertible Subordinated Notes due 2007 aggregating $200,000,000 amount in face
value, unsecured, cash interest bearing and issued by the Parent pursuant to
the Subordinated Notes Documentation.
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(iii) "Subordinated Notes Documentation" means that certain
Subordinated Notes Indenture and all other written agreements and documentation
relating to the Subordinated Notes as it existed on November 1, 2001.
(iv) "Subordinated Notes Indenture" means that certain Indenture,
dated March 22, 2000, between the Parent and The Bank of New York, as trustee,
in connection with the Subordinated Notes.
Section 2. LIMITED FORBEARANCE. The Borrowers 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 April 12, 2002. The Administrative
Agent and the Lenders hereby agree to forbear from exercising the rights and
remedies available to them as 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 have been satisfied to, and (so long as none of the events
specified in subsection 2(i) through 2(iv) has occurred) through, the
Termination Date (as defined below), subject to the terms of
this 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
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.
Upon 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 Parent or any of their
Subsidiaries or by any third party of any right or remedy under any Debtor
Relief 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,
(iv) the 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, or (v) April 12, 2002 (the "Termination Date"), the Administrative
Agent's and the Lenders' agreement hereinto forbear from exercising the rights
and remedies available to them as the 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 to 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
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 Borrowers as a result of Borrower's
termination of (i) the Commitment, (ii) the Swingline Commitment and (iii) the
Letter of Credit Commitment, each on
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December 12, 2001. Notwithstanding any provision in the Credit Agreement or any
other Loan Paper to the contrary, the parties hereto expressly acknowledge and
agree that, the Administrative Agent may renew (but not increase) Letters of
Credit in existence as of the date hereof until the earlier of (i) the
Termination Date, (ii) the Administrative Agent is otherwise directed in writing
by Majority Lenders or (iii) the Borrower, the Parent or any of their
Subsidiaries is granted relief under any Debtor Relief Laws. Notwithstanding any
provision in the Credit Agreement or any other Loan Paper, the parties 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. OTHER AGREEMENTS. To induce the Administrative Agent
and Lenders to enter into this Agreement, the Borrower hereby agrees as follows:
(a) During the period from the Effective Date and
continuing until the Termination Date, the Applicable Margin shall be
(i) with respect to Advances outstanding under the Term Loan A and the
Revolver Loan, 3.75% per annum for LIBOR Advances and 2.75% per annum
for Base Advances and (ii) with respect to Advances under the Term
Loan B, 4.00% per annum for LIBOR Advances and 3.00% per annum for Base
Advances, provided that, notwithstanding the foregoing, if there exists
a Default or Event of Default other than the Existing Defaults, no
LIBOR borrowings shall be available to the Borrower. During the period
from the Effective Date until the Termination Date, while interest will
accrue at the rates described above with respect to the Applicable
Margin, the Borrower will continue to pay interest at the rates per
annum and at the times
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provided in the Credit Agreement. The aggregate additional amount of
interest owed hereunder as a result of the increase in interest rate
set forth in this Section 3(a), shall be due and payable monthly on the
last Business Day of each calendar month and on the Termination Date.
(b) On the Effective Date and continuing until the Termination
Date, all notices to be provided to the Administrative Agent shall be provided
as follows:
Xxxxxxx X. Xxxxxxxxxxx, XX
Bank of America, N.A.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxxxx Xxxxxxxx & Xxxxxx P.C.
Attention: Xxxxxxx X. Xxxxxxx
5400 Renaissance Tower
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
(c) On the Effective Date and continuing until the Termination
Date, the Borrower will deliver to the Administrative Agent the following
financial reports in electronic format, in each case certified by an Authorized
Officer of the Borrower to be true and correct and in form and detail
satisfactory to the Administrative Agent:
(i) on the third Business Day after the end of each
weekly reporting period of the Borrower used in its cash flow
forecasting, a 13-week rolling cash flow liquidity forecast through the
most recently completed week (including forecasting of receipts and
disbursements);
(ii) on the fifth Business Day after the last Business Day
of every month, a variance report delineating and explaining all
material variances, for the prior month, from the 13-week rolling cash
flow liquidity forecast delivered in the first calendar week of the
month covered by such variance report; and
(iii) any other information or reports from time to time
requested by Administrative Agent, its counsel or its financial
advisors (such other information or reports only to require
certification by an Authorized Officer of the Borrower if requested by
the Administrative Agent).
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(d) On the Effective Date and continuing until the Termination
Date, Borrower will, and will cause each of the Parent and their Subsidiaries
(other than Subsidiaries organized under the Laws of the country other than the
United States), to grant a prior first perfected Lien on any of the assets of
the Borrower, the Parent or their Subsidiaries requested by the Administrative
Agent or the Majority Lenders for the benefit of the Administrative Agent and
the Lenders to secure the Obligations, (including, without limitation, all cash,
cash equivalents and deposit accounts of the Parent, the Borrower and their
Subsidiaries), provided that, notwithstanding the foregoing, (i) no foreign
organized Subsidiary of the Parent or the Borrower will be required to xxxxx x
Xxxx on any of its assets, (ii) with respect to any Capital Stock owned by the
Borrower, the Parent or any of their Subsidiaries in any foreign organized
Subsidiaries, such pledge will be limited to 65% of the aggregate outstanding
issued amount of Capital Stock of such foreign organized Subsidiary and (iii)
the Borrower previously agreed in the Forbearance Agreement and continues to
agree to use its best efforts to grant a prior first perfected Lien on twenty
additional leasehold mortgages (or leasehold deeds of trust) requested by the
Administrative Agent.
SECTION 4. PROCEEDS OF ASSET SALES. On the Effective Date and
continuing until the Termination Date, the Borrower shall use the Forbearance
Net Proceeds of sales of assets or Properties by the Borrower, the Parent or any
of their Subsidiaries as follows: (a) First, if amounts in the Cash Collateral
Account are less than $2,500,000, the Cash Collateral Account shall be
replenished by the Forbearance Net Proceeds of any such asset sales until the
amount in the 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
hereto, (i) the Administrative Agent shall return to the Borrower for its own
use an amount equal to the difference between 20% of the remaining Forbearance
Net Proceeds of any such sales and (A) fees owing under this Agreement, if any,
(which such fees to be retained by the Administrative Agent for distribution to
the Lenders) and (B) current fees and expenses owed to Special Counsel, local
counsel and Deloitte Consulting, provided that, within 365 days of receipt of
such Forbearance Net Proceeds, Borrower shall use such Forbearance 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 under the Credit Agreement, and (ii) the remaining 80% of such
remaining Forbearance 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
hereto, 100% of the remaining Forbearance 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.
SECTION 5. PERMITTED ASSET SALES. On the Effective Date and
continuing until the Termination Date, so long as (a) there exists no Default or
Event of Default both before and after giving effect to such sale (except the
Existing Defaults), (b) the gross proceeds of each such sale of assets are in
cash only, the Forbearance Net Proceeds are distributed in accordance with the
terms of Section 4 hereof and the Borrower is in full compliance with the terms
of
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Section 4 hereof and this Agreement, and (c) all gross 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 4 hereof, the Borrower may consummate the sale of
its United Kingdom Subsidiaries together with the assets and Properties owned
by such United Kingdom Subsidiaries, provided that, gross cash proceeds related
to such asset sale are not less than $6,800,000 (provided that, the Borrower
may retain an equity interest in such United Kingdom Subsidiaries) as well as
all of the asset sales provided for in the Asset Sale Consent Agreement dated
as of February 28, 2002, but only in strict accordance with the terms of such
agreement.
In connection with any asset sale permitted by this Section 5, 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 6. PROHIBITED ACTIONS. On the Effective Date and
continuing until the Termination Date, the Borrower shall not, and shall not
permit the Parent or any of their Subsidiaries to (a) make any Restricted
Payment, except (I) scheduled payments on seller Debt made by the Borrower, and
only as described and in such amounts as set forth on Schedule IV hereto, (II)
payments otherwise permitted to be made in accordance with the provisions of
Section 7 hereof or (III) non-scheduled payments made on seller debt supported
by Letters of Credit after Borrower has received proper notice from a seller
accelerating the Debt under the seller notes provided that prior to making any
such Restricted Payment upon Debt accelerated under a seller note, Borrower
shall (Y) provide Administrative Agent with a copy of such notice from the
seller and (2) cause an Authorized Officer to certify to the Administrative
Agent that the acceleration of such Debt under the seller note is authorized
pursuant to the terms of such seller note as such terms existed on the day such
seller note was executed and that failure to pay is likely to result in a draw
under a Letter of Credit, (b) make any new Investments other than Investments
(I) permitted under Sections 8.04(a) through (d), Section 8.04(f), Section
8.04(i)(B) and Section 8.04(j) of the Credit Agreement, (II) Investments
constituting Capital Expenditures permitted by subsection (i) of this Section 6
or (III) Investments retained in the United Kingdom Subsidiaries, (c) incur any
additional Debt, except Debt incurred in the ordinary course of business by the
Borrower in the form of accounts payable and accrued expenses, (d) grant or
otherwise permit any new Liens to exist (except Liens described in subsections
(a) through (f) of the definition of Permitted Liens in the Credit Agreement),
(e) sell, transfer or otherwise dispose of any assets other than as permitted
under Section 5 hereof without the consent of each Lender, (f) enter into any
Affiliate transactions, (g) enter into any Synthetic Leases or other
off-balance sheet financing transactions, (h) merge or consolidate with any
Person or (i) make any Capital Expenditure or acquisition, except the purchase
of immaterial office supplies and equipment from time to time and other Capital
Expenditures made during the period from November 16, 2001 through the
Termination Date in an amount not more than $5,700,000 in the aggregate.
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SECTION 7. DISTRIBUTIONS AND RESTRICTED PAYMENTS. The Borrower
may not make a Distribution to Parent or any Restricted Payment in connection
with the Subordinated Notes, the Subordinated Notes Documentation, the Parent
Senior Notes or the Parent Senior Notes Documentation, provided that (i) if
there exists no Default or Event of Default both before and after giving effect
to any such Distribution (whether or not such Default or Event of Default is
forborn under this Agreement or otherwise), (ii) Borrower has delivered not
less than 5 Business Days prior to each such payment, written detailed
calculations and evidence demonstrating pro forma compliance with each of the
terms of Section 8.01 of the Credit Agreement in the form of a Compliance
Certificate (in each case certified by the Chief Financial Officer of the
Borrower as to its accuracy and completeness) and (iii) the Borrower meets each
of the criteria in order to be allowed to make a Restricted Payment under the
(A) Subordinated Notes, (B) Subordinated Notes Documentation, (C) Parent Senior
Note and the (D) Parent Senior Notes Documentation, the Borrower may make a
Distribution to the Parent in the amount of such payment less cash on hand at
the Parent, and the Parent may make required scheduled interest payments on the
Subordinated Notes in accordance with the terms of the Subordinated Notes
Documentation, as such documentation exists on November 1, 2001. For purposes
of this Section 7, pro forma compliance means treating such proposed interest
payment with respect to the Subordinated Notes in the calculations of each of
the subsections of Section 8.01 of the Credit Agreement as if such interest
payment had already been paid, and demonstrating that both before and after
such payment application there exists no Default or Event of Default.
SECTION 8. PARTIES TO THIS AGREEMENT. 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 Agreement.
SECTION 9. 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 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
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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 9 shall survive termination of this Agreement and the other Loan Papers.
Section 10. 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, (b) the
Administrative Agent shall have received payment for all interest payments
accrued on the Obligations through March 8, 2002, (c) the Administrative
Agent shall have received an opinion of counsel to the Parent, the Borrower and
their Subsidiaries in form and substance satisfactory to the Administrative
Agent and Lenders (such opinion to include, without limitation, enforceability
of this Agreement and no conflict with Parent's, Borrower's and their
Subsidiaries' material agreements), (d) the Administrative Agent shall have
received copies of all executed investor agreements, term sheets, letters of
intent, financing proposals, securities purchase agreements or other related
agreements received by the Borrower or the Parent, (e) Special Counsel shall
have received $200,000 in the form of a retainer to be used by Special Counsel
for the payment of professional fees and services and (f) 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 fees
and expenses of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., Deloitte Consulting, Hunton
and Xxxxxxxx and other outstanding local counsel fees (other than those being
disputed in good faith) shall have been paid.
Section 11. REPRESENTATIONS AND WARRANTIES. To induce the
Administrative Agent and the several Lenders parties hereto to enter into this
Agreement and to grant the forbearance 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.
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(c) NO DEFAULT. Other than the Existing Defaults, 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) any 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 AND WARRANTS. Except with respect to the
existence of the Existing Defaults, 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
representations and warranties were being made on and as of the Effective Date.
(f) OWNED AND LEASED PROPERTIES. To the best knowledge of the
Borrower, after due investigation, the number of Tower sites on real property
owned by the Borrower, the Parent and their Subsidiaries as of the date of this
Agreement is **[925]** and the number of Tower sites on real property leased by
the Borrower, the Parent and their Subsidiaries as of the date of this
Agreement is **[3484]**. Borrower further covenants and agrees that to the
extent that Borrower becomes aware that any disclosure contained in this
Section 11(f) is inaccurate in any way, Borrower shall disclose the corrected
information to the Administrative Agent within one Business Day of such
determination.
Section 12. COVENANTS. To induce the Administrative Agent and the
several Lenders parties hereto to enter into this Agreement and to grant the
forbearance contained herein, the Parent and the Borrower jointly and severally
covenant to the Administrative Agent and the Lenders as follows:
(a) Immediately after the completion by any independent third party
of any financial analysis, liquidation or valuation analysis, or other analysis
of the Borrower, the Parent or any of their Subsidiaries and such analysis
being made available to any of the Borrower, the Parent or any of their
Subsidiaries, the Borrower shall provide or shall cause to be provided to the
Administrative Agent copies of such materials.
(b) Immediately after receipt thereof by the Borrower, the Parent or
any of their Subsidiaries, Borrower shall provide to the Administrative Agent:
(i) a copy any material written notice delivered by or on the
behalf of any of the holders of the Parent Senior Notes or by the
Trustee under the Indenture,
(ii) a copy of any material written notice delivered by or on the
behalf of any of the Parent, the Borrower or any of their Subsidiaries
to the holders of the Parent Senior Notes or to the Trustee under the
Indenture,
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(iii) a copy of any material written notice delivered by or
on the behalf of any of the holders of the Subordinated Notes or by the
Trustee under the Subordinated Notes Indenture,
(iv) a copy of any material written notice delivered by or
on the behalf of any of the Parent, the Borrower or any of their
Subsidiaries to the holders of the Subordinated Notes or to the Trustee
under the Subordinated Indenture,
(v) upon the request of the Administrative Agent, copies
of all drafts of investor agreements, term sheets, letters of intent,
financing proposals, securities purchase agreements or other agreements
with potential investors, potential creditors or other parties related
to such potential creditors investors, in each case only to the extent
that any such items have been delivered to the Board of Directors of
the Parent or the Borrower,
(vi) copies of all executed investor agreements, term
sheets, letters of intent, financing proposals, securities purchase
agreements or other related agreements received by the Borrower, the
Parent or any of their Subsidiaries and not previously delivered,
(vii) a copy of any material written notice delivered by or
on the behalf of any potential investor, potential equity holder or
potential creditor currently negotiating with the Parent or the
Borrower or any Subsidiary of the Borrower, and
(viii) a copy of any material written notice delivered by or
on the behalf of any the Parent, the Borrower or any of their
Subsidiaries, to any potential investor, potential equity holder or
potential creditor currently negotiating with the Parent or the
Borrower.
(c) Immediately upon knowledge thereof by senior management of
the Borrower, the Parent or any of their Subsidiaries, the Borrower shall
provide notice to the Administrative Agent of any information regarding any
potential investor, potential equity holder or potential creditor currently
negotiating with the Parent or the Borrower, or any information regarding any
material term of any proposed transaction, in each case which such information
is, to the best judgment by the senior management of the Borrower, both
material and likely to adversely affect, hinder or terminate negotiations on
the current proposals among the parties related thereto.
(d) Promptly upon the request of the Administrative Agent, the
Borrower agrees to participate in weekly update calls among representatives of
the Borrower and its advisors, the Administrative Agent and such other Lenders
as deemed advisable by the Administrative Agent to inform and update the
Administrative Agent and the Lenders regarding the status of the negotiations
with each potential investor, potential equity holder or potential creditor
currently negotiating with the Parent or the Borrower, and such other items,
events and/or occurrences as reasonably requested by the Administrative Agent.
Section 13. MISCELLANEOUS.
-11-
(a) RATIFICATION AND CONFIRMATION OF LOAN PAPERS. Except as
specifically modified by this Agreement, the terms, provisions, conditions and
covenants of the Credit Agreement and the other Loan Papers remain in full
force and effect and are hereby ratified and confirmed, and the execution,
delivery and performance of this Agreement shall not in any manner operate as a
waiver of, consent to or amendment of any other term, provision, condition or
covenant of the Credit Agreement or any other Loan Paper. The provisions of
this Agreement are intended to supplement the Credit Agreement, however, to the
extent that any provision of this Agreement directly conflicts with the Credit
Agreement, the provision in this Agreement shall control. 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 headings in this Agreement
are included herein for convenience of reference only and shall not constitute
a part of this Agreement for any other purpose or be given any substantive
effect.
(e) APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
(f) COUNTERPARTS 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. The Effective Date shall occur
when the conditions precedent set forth in Section 10 of this Agreement have
been satisfied in full (the "Effective Date").
-12-
(g) SEVERABILITY. If any provision of this Agreement is held
to be illegal, invalid, or unenforceable under present or future Laws during
the term thereof, such provision shall be fully severable, the appropriate
provision shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part thereof, and the remaining
provisions thereof shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
therefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable
provision there shall be added automatically as a part of this Agreement a
legal, valid, and enforceable provision as similar in terms to the illegal,
invalid, or unenforceable provision as may be possible. Provisions in this
Agreement that may be approved by Majority Lenders as provided in the Credit
Agreement shall become effective upon receipt of the signature pages of
Majority Lenders and provisions in this Agreement that must be approved by all
Lenders as provided in the Credit Agreement shall become effective upon receipt
of the signature pages of all Lenders.
(h) AMENDMENT AND RESTATEMENT. This Agreement is an amendment
and restatement of the Forbearance Agreement executed by Borrower and each
other Loan Party for the benefit of the Administrative Agent for itself and the
Lenders. This Agreement supersedes the Forbearance Agreement, as amended, in
its entirety.
(i) FINAL AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE CREDIT
AGREEMENT AND OTHER LOAN PAPERS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
-13-
IN WITNESS WHEREOF, the parties hereto have caused this Limited
Forbearance 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:
------------------------------------------
ITS:
------------------------------------------
BANK OF AMERICA CANADA HAS EXECUTED THIS FIRST
AMENDED AND RESTATED LIMITED FORBEARANCE
AGREEMENT BELOW FOR THE SOLE PURPOSE OF SECTION
8 OF THIS FIRST AMENDED AND RESTATED LIMITED
FORBEARANCE AGREEMENT:
BANK OF AMERICA CANADA, a Canadian
chartered bank
/s/ Xxxxxxx X. Xxxxxxxxxxx XX
-----------------------------------------------
By:
--------------------------------------------
Its:
-------------------------------------------
LENDERS:
BANK OF AMERICA, N.A., INDIVIDUALLY AS A
LENDER
/s/ Xxxxxxx X. Xxxxxxxxxxx XX
----------------------------------------
BY:
-----------------------------------
ITS:
-----------------------------------
SOCIETE GENERALE
/s/ XXXXXXXXXXX X. XXXXXX
----------------------------------------
BY: XXXXXXXXXXX X. XXXXXX
-----------------------------------
ITS: DIRECTOR
-----------------------------------
ALLFIRST BANK
/s/ XXXX X. XXXXX, XX.
----------------------------------------
BY: XXXX X. XXXXX, XX.
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
FIRST AMENDMENT AND RESTATED LIMITED FORBEARANCE AGREEMENT DATED MARCH 8, 2002
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
-----------------------
KEY CORPORATE CAPITAL INC.
/s/ XXXXXXX X. XXXXX
-----------------------------
By: XXXXXXX X. XXXXX
-----------------------
Its: S. V. P.
-----------------------
CREDIT LYONNAIS NEW YORK BRANCH
---------------------------
By:
----------------------
Its:
----------------------
DRESDNER BANK AG NEW YORK &
GRAND CAYMAN BRANCHES
/s/ XXXX X. XXXXXXX
---------------------------
By: XXXX X. XXXXXXX
----------------------
Its: DIRECTOR
----------------------
/s/ XXXXX X. XXXXXXXX
---------------------------
By: XXXXX X. XXXXXXXX
----------------------
Its: VICE PRESIDENT
----------------------
IBM CREDIT CORPORATION
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------
By: Xxxxxx X. Xxxxxxxx
--------------------------
Its: Manager Special Handling
--------------------------
XXXXXXX XXXXX BANK, FSB
/s/ Xxxxxx X. Xxxxx, Xx.
------------------------
By: Xxxxxx X. Xxxxx, Xx.
------------------------
Its: Vice President
------------------------
BANKERS TRUST COMPANY
/s/ Xxxx Xxxxxx
----------------
By: Xxxx Xxxxxx
----------------
Its: Director
----------------
ENDURANCE CLO I, LTD
C/o ING Capital Advisors LLC, as Portfolio
Manager
/s/ Xxxxxx Xxxx
---------------------
By: XXXXXX XXXX
---------------------
Its: SENIOR VICE PRESIDENT
---------------------
& PORTFOLIO MANAGER
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
-----------------------------------
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
-----------------------------------
TORONTO DOMINION (NEW YORK), INC.
/s/ XXXX XXXXXX
----------------------------------------
BY: XXXX XXXXXX
-----------------------------------
ITS: VICE PRESIDENT
-----------------------------------
COBANK, ACB
/s/ XXXXXX X. XXXXXX
----------------------------------------
BY: XXXXXX X. XXXXXX
-----------------------------------
ITS: SENIOR VICE PRESIDENT
-----------------------------------
THE BANK OF NOVA SCOTIA
/s/ XXX X. XXXXXXX
----------------------------------------
BY: XXX X. XXXXXXX
-----------------------------------
ITS: AUTHORIZED SIGNATORY
-----------------------------------
ACCEPTED AND AGREED AS
OF MARCH 8, 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
-----------------------------------
RADIOSTATION 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
-----------------------------------
INTEREST 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.
/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
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. Noncompliance 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:
mortgages/deeds of trust for approximately 166 out of a total of
925 fee owned sites leasehold mortgages for 9 leasehold sites (out
of top 20 leaseholds)
SCHEDULE IV
PERMITTED SCHEDULED SELLER DEBT REPAYMENTS
Mar-02 Apr-02
------------ ------------
1 Rock & Xxxxxxx 909 06 916.64
2 Xxxxxx 1,904.05 1,923.09
4 Xxxxx 632.33 639.29
6 XX Xxxxxx 6,457.10 6,510.91
12 Xxxxxx 3,982.80 4,015.99
14 Xxxxx Communications -- 125,000.00
15 Xxxxx Enterprises -- 150,000.00
20 Xxxxxx Xxxxx Xxxxxx 580,000.00 --
20 Xxxx Xxxxxx Xxxxx 100,000.00 --
28 Xxxxx Xxxxx (Atlanta/Xxxxx) 6,601.31 6,659.07
29 Mansura Tower Co 185,000.00 --
30 Xxxxxxxxx Development Corporation (Tampa Xxxxxxxxx) 5,488.51 5,534.25
32 Delta Media Corp 75,000.00 --
33 Xxxxxxx-Xxxxxx 24,138.05 24,339.20
34 Xxxxxx & Jackion Xxxxxx (Xxxxxxxx Land) 218.00 219.81
37 J & D Trunking-Greenville Xxxxxxx Deal 5,954.23 6,003.85
00 Xxxxx & Xxxxxxxxx Xxxxxxx 12,949.61 13,057.52
40 Xxxx X. Xxxxxx and Xxxxx Xxxx Xxxxxx 2,192.62 2,210.89
41 H. Xxxxxxx Xxxxx 8,364.67 6,412.40
41 H. Xxxxxxx Xxxxx, as Trustee 3,896.18 3,925.40
41 H. Xxxxxxx Xxxxx 85.59 66.09
00 Xxxxxx X. Xxxxxxxx 16,564.38 18,702.40
55 Xxxxxxxxxx Xxxxxx 323.84 326.64
58 S&R Communications Partnership (Flint MI Rice Acq) 2,487.77 2,508.50
59 Xxxxx X. Xxxxxx 107,062.29 107,954.47
64 Tower Investments Inc. (KS Motorola Deal) 2,220.87 2,239.38
65 Xxxxxxx X. & Xxxxx X. Xxxxxx 1,813.03 1,828.14
69 Xxxxxxx Xxxxxxxx Xxxxxx 157.54 158.86
1,152,383.81 489,152.69
============ ============
1,641,536.50
------------
