0000950136-06-002001 Sample Contracts

THIRD AMENDMENT TO PARENT GUARANTEE
Parent Guarantee • March 16th, 2006 • Global Signal Inc • Real estate investment trusts • New York

THIRD AMENDMENT TO PARENT GUARANTEE, dated as of February 28, 2006 (this "Amendment"), to the Parent Guarantee, dated as of December 3, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "Guarantee"), made among Global Signal Inc., a Delaware corporation ("Global Signal"), and Global Signal GP LLC, a Delaware limited liability company ("Global GP", and together with Global Signal, each a "Guarantor" and collectively, the "Guarantors"), and Bank of America, N.A. ("Bank of America"), as administrative agent (in such capacity, together with its successors and assigns, the "Administrative Agent") for the lenders under the Credit Agreement referred to below.

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MANAGEMENT AGREEMENT
Management Agreement • March 16th, 2006 • Global Signal Inc • Real estate investment trusts • Florida

THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of April 25, 2005 (the "Effective Date") by and between Global Signal Acquisitions II LLC, a Delaware limited liability company, for itself and on behalf of any of its operating subsidiaries or affiliates ("GS Acquisitions II") and Global Signal Services LLC, a Delaware limited liability company ("GS Services").

THIRD AMENDMENT
Global Signal Inc • March 16th, 2006 • Real estate investment trusts • New York

THIS THIRD AMENDMENT, dated as of February 28, 2006 (this "Third Amendment"), to the Existing Credit Agreement referred to below is among GLOBAL SIGNAL OPERATING PARTNERSHIP, a Delaware limited partnership (the "Borrower"), and the Lenders parties hereto.

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2006 • Global Signal Inc • Real estate investment trusts • Florida

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Jeffrey A. Klopf (the "Executive") and Global Signal Services LLC (the "Company") on November 1, 2005.

WARRANT AGREEMENT
Warrant Agreement • March 16th, 2006 • Global Signal Inc • Real estate investment trusts • New York

THIS WARRANT AGREEMENT, is made and entered into as of February 13, 2006 (the ‘‘Agreement’’), by and between GLOBAL SIGNAL INC., a Delaware corporation (the ‘‘Company’’), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the ‘‘Warrant Agent’’).

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