10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                    

Commission File Number: 000-30110

SBA COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Florida	65-0716501
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5900 Broken Sound Parkway NW Boca Raton, Florida	33487
(Address of principal executive offices)	(Zip code)

(561) 995-7670

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “ large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 116,589,586 shares of Class A common stock outstanding as of November 3, 2008.

SBA COMMUNICATIONS CORPORATION

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007 (unaudited)	4
	Consolidated Statement of Shareholders’ Equity for the nine months ended September 30, 2008 (unaudited)	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 (unaudited)	6
	Condensed Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55
Item 4.	Controls and Procedures	61
PART II - OTHER INFORMATION
Item 5.	Other Information	62
Item 6.	Exhibits	62
SIGNATURES		63
CERTIFICATIONS		66

2

PART I – FINANCIAL INFORMATION

ITEM  1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

	September 30, 2008			December 31, 2007
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	439,155		$	70,272
Short-term investments		161			55,142
Restricted cash		37,270			37,601
Accounts receivable, net of allowance of $788 and $1,186 in 2008 and 2007, respectively		12,792			20,183
Costs and estimated earnings in excess of billings on uncompleted contracts		14,169			21,453
Prepaid and other current assets		10,899			8,561
Total current assets		514,446			213,212
Property and equipment, net		1,435,987			1,191,969
Intangible assets, net		1,298,343			868,999
Deferred financing fees, net		40,465			33,578
Other assets		98,607			76,565
Total assets	$	3,387,848		$	2,384,323
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	5,500		$	—
Accounts payable		10,355			11,357
Accrued expenses		27,025			20,964
Deferred revenue		43,820			37,557
Interest payable		8,729			3,499
Billings in excess of costs and estimated earnings on uncompleted contracts		189			1,195
Other current liabilities		5,209			1,598
Total current liabilities		100,827			76,170
Long-term liabilities:
Long-term debt, net of current maturities		2,821,948			1,905,000
Other long-term liabilities		77,783			65,762
Total long-term liabilities		2,899,731			1,970,762
Commitments and contingencies
Shareholders’ equity:
Preferred stock - par value $.01, 30,000 shares authorized, none issued or outstanding		—			—
Common stock - Class A, par value $.01, 200,000 shares authorized, 113,715 and 108,380 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively		1,137			1,084
Additional paid-in capital		1,791,571			1,571,894
Accumulated deficit		(1,403,719	)		(1,234,307	)
Accumulated other comprehensive loss, net		(1,699	)		(1,280	)
Total shareholders’ equity		387,290			337,391
Total liabilities and shareholders’ equity	$	3,387,848		$	2,384,323

The accompanying condensed notes are an integral part of these consolidated financial statements.

3

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)

	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
Revenues:
Site leasing	$	100,506		$	81,038		$	283,620		$	237,100
Site development		18,150			22,163			56,905			62,198
Total revenues		118,656			103,201			340,525			299,298
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		24,726			24,395			69,367			66,185
Cost of site development		17,282			19,257			52,237			54,183
Selling, general and administrative		12,496			11,289			35,536			33,691
Depreciation, accretion and amortization		52,725			42,949			149,331			124,892
Total operating expenses		107,229			97,890			306,471			278,951
Operating income		11,427			5,311			34,054			20,347
Other income (expense):
Interest income		1,847			3,029			5,574			7,528
Interest expense		(25,080	)		(23,164	)		(73,898	)		(69,336	)
Amortization of deferred financing fees		(3,254	)		(2,245	)		(8,659	)		(6,259	)
Loss from write-off of deferred financing fees and extinguishment of debt		(414	)		—			(414	)		(431	)
Other (expense) income		(525	)		77			(5,412	)		(114	)
Total other expense		(27,426	)		(22,303	)		(82,809	)		(68,612	)
Loss before provision for income taxes		(15,999	)		(16,992	)		(48,755	)		(48,265	)
Provision for income taxes		(424	)		(542	)		(692	)		(735	)
Net loss	$	(16,423	)	$	(17,534	)	$	(49,447	)	$	(49,000	)
Basic and diluted loss per common share amounts:
Net loss per common share	$	(0.15	)	$	(0.17	)	$	(0.46	)	$	(0.47	)
Basic and diluted weighted average number of common shares		107,384			104,188			107,661			104,333

The accompanying condensed notes are an integral part of these consolidated financial statements.

4

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

(unaudited) (in thousands)

	Class A Common Stock					Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
	Shares		Amount
BALANCE, December 31, 2007	108,380		$	1,084		$	1,571,894		$	(1,234,307	)	$	(1,280	)	$	337,391
Net loss	—			—			—			(49,447	)		—			(49,447	)
Amortization of deferred gain/loss from settlement of derivative financial instruments, net	—			—			—			—			(419	)		(419	)
Common stock issued in connection with acquisitions and earn-outs	8,201			82			289,316			—			—			289,398
Non-cash compensation	—			—			5,935			—			—			5,935
Common stock issued in connection with stock purchase/option plans	607			6			5,941			—			—			5,947
Purchase of convertible note hedges	—			—			(137,698	)		—			—			(137,698	)
Proceeds from issuance of common stock warrants	—			—			56,183			—			—			56,183
Repurchase and retirement of common stock	(3,473	)		(35	)		—			(119,965	)		—			(120,000	)
BALANCE, September 30, 2008	113,715		$	1,137		$	1,791,571		$	(1,403,719	)	$	(1,699	)	$	387,290

5

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

	For the nine months ended September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(49,447	)	$	(49,000	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, accretion and amortization		149,331			124,892
Deferred tax benefit		120			101
Write-down of short-term investments		5,478			—
(Gain) loss on sale of assets		(5	)		222
Non-cash compensation expense		5,627			5,184
Provision for doubtful accounts		(206	)		150
Amortization of deferred financing fees		8,659			6,259
Gain on interest rate swap		(1,528	)		—
Loss from write-off of deferred financing fees and extinguishment of debt		414			431
Amortization of deferred gain/loss on derivative financial instruments, net		(419	)		(424	)
Changes in operating assets and liabilities:
Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net		14,411			(2,374	)
Prepaid and other assets		(9,386	)		(12,594	)
Accounts payable and accrued expenses		543			(123	)
Other liabilities		10,517			9,440
Net cash provided by operating activities		134,109			82,164
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments		—			(190,775	)
Proceeds from sales of short-term investments		40,900			69,876
Capital expenditures		(26,723	)		(20,046	)
Acquisitions and related earn-outs		(342,415	)		(149,742	)
Proceeds from sale of fixed assets		46			122
Payment of restricted cash relating to tower removal obligations		(863	)		(1,360	)
Net cash used in investing activities		(329,055	)		(291,925	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of 1.875% and 0.375% convertible senior notes, net of fees paid		536,815			341,507
Repurchase and retirement of common stock		(120,000	)		(91,236	)
Proceeds from issuance of common stock warrants		56,183			27,261
Purchase of convertible note hedges		(137,698	)		(77,200	)
Borrowings under senior secured revolving credit facility		460,448			—
Repayment of senior secured revolving credit facility		(235,000	)		—
Proceeds from employee stock purchase/stock option plans		5,947			6,679
Release of restricted cash relating to CMBS Certificates		383			335
Payment of deferred financing fees relating to CMBS Certificates and senior secured revolving credit facility		(3,249	)		(372	)
Net cash provided by financing activities		563,829			206,974
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		368,883			(2,787	)
CASH AND CASH EQUIVALENTS:
Beginning of period		70,272			46,148
End of period	$	439,155		$	43,361

(continued)

6

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

	For the nine months ended September 30,
	2008		2007
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	70,835	$	70,174
Income taxes	$	739	$	760
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Assets acquired through capital leases	$	676	$	960
Class A common stock issued relating to acquisitions and earnouts	$	289,398	$	66,841
Debt assumed through acquisition	$	147,000	$	—

The accompanying condensed notes are an integral part of these consolidated financial statements.

7

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2007 for SBA Communications Corporation (the “Company”). These financial statements have been prepared in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year.

2. CURRENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The statement is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in conformance with generally accepted accounting principles. Unlike Statement on Auditing Standards (SAS) No. 69, “The Meaning of Present Fairly in Conformity With GAAP,” SFAS No. 162 is directed to the entity rather than the auditor. The statement is effective November 15, 2008 and is not expected to have any impact on the Company’s consolidated financial condition, results of operations or cash flows.

In May 2008, the FASB issued FASB Staff Position (“FSP”) Accounting Principles Board (“APB”) 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (including partial cash settlement) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. Upon adoption, FSP APB 14-1 requires companies to retrospectively apply the requirements of the pronouncements to all periods presented. The Company is currently evaluating the impact of the adoption of FSP APB 14-1 on its consolidated financial condition, results of operations and cash flows. However, the Company expects that its 0.375% Senior Convertible Notes due 2010 and its 1.875% Senior Convertible Notes due 2013 will be subject to FSP APB 14-1. Consequently, the Company expects that FSP APB 14-1 will have a material impact on its consolidated results of operations beginning in the first quarter of fiscal 2009, as the Company will be required to record higher non-cash interest expense related to its outstanding convertible debt instruments.

In April 2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of Intangible Assets.” FSP FAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. The Company is currently evaluating the impact the pending adoption of FSP FAS No. 142-3 will have on the Company’s consolidated financial condition, results of operations or cash flows.

In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an Amendment to FASB Statement No. 133.” SFAS No. 161 establishes the disclosure requirements for derivative instruments and hedging activities and expands the disclosure requirements of SFAS No. 133. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact the adoption of SFAS No. 161 will have on the Company’s consolidated financial condition, results of operations or cash flows.

8

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In December 2007, FASB issued SFAS No. 141(R), “Business Combinations” which requires the acquiring entity in a business combination to record all assets acquired and liabilities assumed at their respective acquisition-date fair values and changes other practices under SFAS No. 141, some of which could have a material impact on how the Company accounts for business combinations. These changes include, among other things, expensing acquisition costs as incurred as a component of operating expense. The Company presently capitalizes these acquisition costs as part of the purchase price and then amortizes these costs using the straight line method over fifteen years. SFAS No. 141(R) also requires additional disclosure of information surrounding a business combination, such that users of the entity’s financial statements can fully understand the nature and financial impact of a business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of SFAS No. 141 (R) will have on the Company’s consolidated financial condition, results of operations or cash flows.

In December 2007, FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” which requires entities to report non-controlling (minority) interest in subsidiaries as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The adoption of SFAS No. 160 is not expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.

In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115,” which provides companies with an option to report selected financial assets and liabilities at their fair values. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 became effective for the Company on January 1, 2008. The adoption of SFAS No. 159 did not have a material impact on the Company’s financial condition, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” (“SFAS 157”) which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FSP SFAS No. 157-1 and FSP SFAS No. 157-2. FSP SFAS No. 157-1 amends SFAS No. 157 to exclude SFAS No. 13 “Accounting for Leases” and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS No. 13. FSP SFAS No. 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This FSP partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, or in fiscal 2009 for the Company, and interim periods within those fiscal years for items within the scope of this FSP. Effective January 1, 2008, the guidelines of SFAS No. 157 were applied in recording the Company’s investments at their fair market value, which is further discussed in Note 3. At January 1, 2008, the adoption of SFAS No. 157 did not have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.

9

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3. INVESTMENTS

Auction rate securities are debt instruments with long-term scheduled maturities that have interest rates that are typically reset at pre-determined intervals, usually every 7, 28, 35 or 90 days, at which time the securities would historically be purchased or sold, creating a liquid market. Historically, an active secondary market existed for such investments and the rate reset for each instrument was an opportunity to accept the reset rate or sell the instrument at its face value in order to seek an alternative investment. In the past, the auction process allowed investors to roll over their holdings or obtain immediate liquidity by selling the securities at par. The Company intended to use the interest rate reset feature to provide the opportunity to maximize returns while preserving liquidity. As of September 30, 2008, the Company held auction rate securities with a par value of $29.8 million compared to a par value of $70.7 million at December 31, 2007. Gross purchases and sales of these investments are presented within “Cash flows from investing activities” on the Company’s Consolidated Statements of Cash Flows.

As of December 31, 2007, the Company classified the auction rate securities as short-term based on its intent to continue to liquidate these investments. However, as of September 30, 2008, the Company no longer believes that it will be able to liquidate the remaining securities within the next twelve months due to the insufficient demand in the marketplace driven by the current state of the credit markets. As such, the Company has reclassified the auction rate securities as long-term investments, included in other assets, on the Company’s Consolidated Balance Sheets as of September 30, 2008.

SFAS 157 establishes a framework for measuring fair value and establishes a fair value hierarchy based on the inputs used to measure fair value. Traditionally, the fair value of auction rate securities approximated par value due to the frequent resets through the auction rate process. However, as a result of insufficient demand in the marketplace, the auction rate process has resulted in numerous “failed auctions” over the past twelve months and the Company, like other holders of auction rate securities, has not been able to liquidate all of the remaining auction rate securities held in our portfolio. Consequently, the Company has estimated the fair value of these auction rate securities based on values provided by the firm managing the Company’s auction rate investments utilizing a Level 3 valuation methodology. SFAS 157 defines Level 3 valuations as those which rely on unobservable inputs for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Management validated the assumptions used in the valuation including the ultimate time horizon and coupon rate for these securities, the credit worthiness of the underlying assets and the counterparties, and the appropriate discount margins. The Company continues to monitor market and other conditions in assessing whether further changes in the fair value of these securities are warranted. Due to the lack of a secondary market for the Company’s auction rate securities, the established fair value of these securities is a matter of judgment. These estimated fair values could change significantly based on future market conditions and as such, the Company may be required to record additional unrealized losses for impairment if the Company determines there are further declines in their fair value.

10

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents the Company’s auction rate securities measured at fair value:

	Securities
	(in thousands)
Beginning balance, December 31, 2007	$	55,142
Other-than-temporary impairment charge		(2,455	)
Sales		(40,900	)
Ending balance, March 31, 2008		11,787
Other-than-temporary impairment charge		(2,533	)
Ending balance, June 30, 2008		9,254
Other-than-temporary impairment charge		(490	)
Ending balance, September 30, 2008	$	8,764

The Company reviewed its impairments in accordance with EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” and Staff Accounting Bulletin Topic 5M, “Other-Than-Temporary Impairment of Certain Investments in Debt and Equity Securities,” to determine the classification of the impairment as “temporary” or “other-than-temporary.” The Company recorded $0.5 million and $5.5 million other-than-temporary impairment charge in other expense on the Company’s Consolidated Statements of Operations for the three months and nine months ended September 30, 2008, respectively. This impairment charge was based on a variety of factors, including the significant decline in fair value indicated for the individual investments and the adverse market conditions impacting auction rate securities.

4. RESTRICTED CASH

Restricted cash consists of the following:

	As of September 30, 2008		As of December 31, 2007		Included on Balance Sheet
	(in thousands)
CMBS Certificates	$	34,871	$	35,254	Restricted cash - current asset
Payment and performance bonds		2,399		2,347	Restricted cash - current asset
Surety bonds and workers compensation		16,539		15,873	Other assets
Total restricted cash	$	53,809	$	53,474

In connection with the issuance of the CMBS Certificates (as defined in Note 9), the Company is required to fund a restricted cash amount, which represents the cash held in escrow pursuant to the mortgage loan agreement governing the CMBS Certificates. This restricted cash amount is used to fund reserve accounts for the payment of debt service costs, ground rents, real estate and personal property taxes, insurance premiums related to tower sites, and trustee and servicing expenses, and to reserve a portion of advance rents from tenants. Pursuant to the terms of the mortgage loan agreement, all rents and other sums due on the towers that secure the CMBS Certificates are directly deposited into a controlled deposit account by the lessees and are held by the indenture trustee. The restricted cash held by the indenture trustee in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 9) on or before the 15^th calendar day following month end provided that the Company is in compliance with its debt service coverage ratio and that no Event of Default has occurred. All monies held by the indenture trustee after the release date are classified as restricted cash on the Company’s Consolidated Balance Sheets.

11

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Payment and performance bonds relate primarily to collateral requirements associated with construction currently in process by the Company. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. In addition, as of September 30, 2008 and December 31, 2007, the Company had $2.0 million and $2.2 million, respectively, pledged as collateral related to its workers compensation policy. These amounts are included in other assets on the Company’s Consolidated Balance Sheets.

5. ACQUISITIONS

Optasite Acquisition

On September 16, 2008, the Company acquired Optasite Holding Company Inc. (“Optasite”) and Optasite became a wholly-owned subsidiary of the Company. As of the closing, Optasite owned 528 tower sites, located in 31 states, Puerto Rico and the U.S. Virgin Islands and had approximately 38 managed site locations.

Pursuant to the terms of the merger agreement, the Company issued 7.25 million shares of SBA Class A common stock to the Optasite securityholders, assumed Optasite’s fully-drawn $150 million senior credit facility (see Note 9) and assumed approximately $27.2 million of additional liabilities which the Company satisfied in cash at closing. The aggregate consideration paid for Optasite was approximately $433.3 million. The results of operations of Optasite are included with those of the Company from the date of the acquisition.

Other Acquisitions

In addition to the Optasite acquisition, during the third quarter of 2008, the Company acquired 39 completed towers and related assets and liabilities from various sellers. The aggregate consideration paid for these towers and related assets was $18.6 million, consisting of $3.6 million in cash (excluding $1.8 million of cash payments for working capital adjustments, due diligence and other acquisition related costs) and approximately 426,000 shares of Class A common stock valued at $15.0 million (excluding $0.3 million of negative working capital adjustments). The results of operations of the acquired assets are included with those of the Company from the dates of the respective acquisitions.

The Company accounted for the above merger and tower acquisitions under the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations” (“SFAS 141”). The merger and acquisitions are recorded at fair market value at the date of each acquisition. The merger and acquisitions consummated were not significant to the Company and accordingly, pro forma financial information has not been presented. In addition, in the third quarter of 2008, the Company paid, in cash, $4.7 million for land and easement purchases and $0.6 million for long-term lease extensions.

In accordance with the provisions of SFAS 141, the Company continues to evaluate all acquisitions within one year after the applicable closing date of each transaction to determine whether any additional adjustments need to be made to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets apart from goodwill, if certain criteria are met. These intangible assets represent the value associated with current leases in place at the acquisition date (“Current Contract Intangibles”) and future tenant leases anticipated to be added to the acquired towers (“Network Location Intangibles”) and were calculated using the discounted values of the current or future expected cash flows. The intangible assets are estimated to have an economic useful life consistent with the economic useful life of the related tower assets, which is typically 15 years.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

From time to time, the Company agrees to pay additional consideration in connection with such acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the one to three years after they have been acquired. During the third quarter of 2008, certain earnings targets associated with previously acquired towers were achieved and therefore, the Company paid $0.3 million in cash and issued approximately 6,000 shares of Class A common stock. As of September 30, 2008, the Company had obligations to pay up to an additional $11.2 million in consideration if the performance targets contained in various acquisition agreements are met. These obligations are associated with new build and tower acquisition programs within the Company’s site leasing segment. In certain acquisitions, the additional consideration may be paid in cash or shares of Class A common stock at the Company’s option. The Company records such obligations as additional consideration when it becomes probable that the targets will be met.

6. INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:

	As of September 30, 2008							As of December 31, 2007
	Gross carrying amount		Accumulated amortization			Net book value		Gross carrying amount		Accumulated amortization			Net book value
	(in thousands)
Current contract intangibles	$	926,519	$	(87,384	)	$	839,135	$	604,456	$	(54,873	)	$	549,583
Network location intangibles		512,407		(53,199	)		459,208		353,279		(33,863	)		319,416
Intangible assets, net	$	1,438,926	$	(140,583	)	$	1,298,343	$	957,735	$	(88,736	)	$	868,999

All intangibles noted above are included in our site leasing segment. The Company amortizes its intangible assets using the straight line method over fifteen years. Amortization expense relating to the intangible assets above was $18.7 million and $13.8 million for the three months ended September 30, 2008 and 2007, respectively. During the nine months ended September 30, 2008 and 2007, amortization expense was $51.8 million and $39.8 million, respectively. These amounts are subject to changes in estimates until the preliminary allocation of the purchase price is finalized for all acquisitions.

7. PROPERTY AND EQUIPMENT, NET

Property and equipment, net (including assets held under capital leases) consists of the following:

	As of September 30, 2008			As of December 31, 2007
	(in thousands)
Towers and related components	$	2,044,529		$	1,741,662
Construction-in-process		8,587			5,265
Furniture, equipment and vehicles		29,998			28,877
Land, buildings and improvements		94,604			64,925
		2,177,718			1,840,729
Less: accumulated depreciation		(741,731	)		(648,760	)
Property and equipment, net	$	1,435,987		$	1,191,969

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s operations. At September 30, 2008 and December 31, 2007, non-cash capital expenditures that are included in accounts payable and accrued expenses were $2.6 million and $4.3 million, respectively.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The amounts applicable to capital leases for vehicles included in property and equipment, net was:

	As of September 30, 2008			As of December 31, 2007
	(in thousands)
Vehicles	$	1,635		$	960
Less: accumulated depreciation		(312	)		(113	)
Vehicles, net	$	1,323		$	847

8. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts consist of the following:

	As of September 30, 2008			As of December 31, 2007
	(in thousands)
Costs incurred on uncompleted contracts	$	102,526		$	115,823
Estimated earnings		18,356			23,175
Billings to date		(106,902	)		(118,740	)
	$	13,980		$	20,258

These amounts are included on the accompanying Consolidated Balance Sheets under the following captions:

	As of September 30, 2008			As of December 31, 2007
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	14,169		$	21,453
Billings in excess of costs and estimated earnings on uncompleted contracts		(189	)		(1,195	)
	$	13,980		$	20,258

At September 30, 2008, five significant customers comprised 65.6% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, while at December 31, 2007, one significant customer comprised 66.6% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. DEBT

Debt consists of the following:

	As of September 30, 2008			As of December 31, 2007
	(in thousands)
Commercial mortgage pass-through certificates, series 2005-1, secured, interest payable monthly in arrears, balloon payment principal of $405,000 with an anticipated repayment date of November 9, 2010. Interest at fixed rates ranging from 5.369% to 6.706%	$	405,000		$	405,000
Commercial mortgage pass-through certificates, series 2006-1, secured, interest payable monthly in arrears, balloon payment principal of $1,150,000 with an anticipated repayment date of November 9, 2011. Interest at fixed rates ranging from 5.314% to 7.825%		1,150,000			1,150,000
Convertible senior notes, unsecured, interest payable June 1 and December 1, aggregate principal amount of $350,000, with a maturity date of December 1, 2010. Interest at 0.375%. (See Note 16 - Subsequent Events)		350,000			350,000
Convertible senior notes, unsecured, interest payable May 1 and November 1, aggregate principal amount of $550,000, with a maturity date of May 1, 2013. Interest at 1.875%.		550,000			—
Senior secured revolving credit facility originated in January 2008. Interest at varying rates ranging from 4.68% to 5.5%		225,448			—
Optasite credit facility assumed September 2008 (see Note 5). Interest at 4.14%		147,000			—
Total debt		2,827,448			1,905,000
Less: current maturities of long-term debt		(5,500	)		—
Total long-term debt, net of current maturities	$	2,821,948		$	1,905,000

Commercial Mortgage Pass-Through Certificates, Series 2005-1

On November 18, 2005, SBA CMBS-1 Depositor LLC (the “Depositor”), an indirect subsidiary of the Company, sold in a private transaction, $405.0 million of Initial CMBS Certificates, Series 2005-1 (the “Initial CMBS Certificates”) issued by SBA CMBS Trust (the “Trust”), a trust established by the Depositor (the “Initial CMBS Transaction”).

The Initial CMBS Certificates consist of five classes, all of which are rated investment grade with a principal balance and annual pass-through interest rate, as indicated in the table below:

Subclass	Initial Subclass Principal Balance		Annual Pass- through Interest Rate
	(in thousands)
2005-1A	$	238,580	5.369	%
2005-1B		48,320	5.565	%
2005-1C		48,320	5.731	%
2005-1D		48,320	6.219	%
2005-1E		21,460	6.706	%
Total	$	405,000	5.608	%

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The weighted average annual fixed coupon interest rate of the Initial CMBS Certificates is 5.6%, payable monthly, and the effective weighted average annual fixed interest rate is 4.8%, after giving effect to the settlement of two interest rate swap agreements entered into in contemplation of the transaction (see Note 10). The Initial CMBS Certificates have an anticipated repayment date in November 2010 with a final repayment date in 2035. The Company incurred deferred financing fees of $12.2 million associated with the closing of this transaction.

Commercial Mortgage Pass-Through Certificates, Series 2006-1

On November 6, 2006, the Depositor sold in a private transaction $1.15 billion of Additional CMBS Certificates, Series 2006-1 (the “Additional CMBS Certificates” and collectively with the Initial CMBS Certificates referred to as the “CMBS Certificates”) issued by the Trust. The Additional CMBS Certificates consist of nine classes with a principal balance and annual pass-through interest rate as indicated in the table below:

Subclass	Initial Subclass Principal Balance		Annual Pass- through Interest Rate
	(in thousands)
2006-1A	$	439,420	5.314	%
2006-1B		106,680	5.451	%
2006-1C		106,680	5.559	%
2006-1D		106,680	5.852	%
2006-1E		36,540	6.174	%
2006-1F		81,000	6.709	%
2006-1G		121,000	6.904	%
2006-1H		81,000	7.389	%
2006-1J		71,000	7.825	%
Total	$	1,150,000	5.993	%

The weighted average annual fixed coupon interest rate of the Additional CMBS Certificates is 6.0%, payable monthly, and the effective weighted average annual fixed interest rate is 6.3% after giving effect to the settlement of the nine interest rate swap agreements entered into in contemplation of the transaction (see Note 10). The Additional CMBS Certificates have an anticipated repayment date in November 2011 with a final repayment date in 2036. The Company incurred deferred financing fees of $24.1 million associated with the closing of this transaction.

The CMBS Certificates

The asset of the Trust, which issued both the Initial CMBS Certificates and the Additional CMBS Certificates, consists of a non-recourse mortgage loan initially made in favor of SBA Properties as the initial borrower. In connection with the Additional CMBS Certificates, each of SBA Sites, Inc., SBA Structures, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc. and SBA Towers USVI, Inc. (the “Additional Borrowers” and collectively with SBA Properties, Inc., the “Borrowers”) were added as additional borrowers under the mortgage loan and the principal amount of the mortgage loan was increased by $1.15 billion to an aggregate of $1.56 billion. The mortgage loan consists of multiple tranches, or components, each of which has terms that are identical to the subclass of CMBS Certificates to which it relates. The Borrowers are special purpose vehicles which exist solely to hold the towers which are subject to the securitization.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The mortgage loan is to be paid from the operating cash flows from the aggregate 4,970 towers owned by the Borrowers (the “CMBS Towers”). Subject to certain limited exceptions described below, no payments of principal will be required to be made in relation to the components of the mortgage loan corresponding to the Initial CMBS Certificates prior to the monthly payment date in November 2010, which is the anticipated repayment date for the components of the mortgage loan corresponding to the Initial CMBS Certificates, and no payments of principal will be required to be made in relation to the components of the mortgage loan corresponding to the Additional CMBS Certificates prior to the monthly payment date in November 2011, which is the anticipated repayment date for the components of the mortgage loan corresponding to the Additional CMBS Certificates.

The Borrowers may prepay the mortgage loan in whole or in part at any time prior to November 2010 for the components of the mortgage loan corresponding to the Initial CMBS Certificates and November 2011 for the components of the mortgage loan corresponding to the Additional CMBS Certificates upon payment of the applicable prepayment consideration. The prepayment consideration is determined per class and consists of an amount equal to the excess, if any, of (1) the present value on the date of prepayment of all future installments of principal and interest required to be paid from the date of prepayment to and including the first due date that is nine months prior to the anticipated repayment date, assuming the entire unpaid principal amount of such class is required to be paid, over (2) that portion of the principal balance of such class prepaid on the date of such prepayment. If the prepayment occurs (i) within nine months of the anticipated repayment date, (ii) with proceeds received as a result of any condemnation or casualty of the Borrowers’ sites or (iii) during an amortization period, no prepayment consideration is due. The entire unpaid principal balance of the mortgage loan components corresponding to the Initial CMBS Certificates will be due in November 2035 and those corresponding to the Additional CMBS Certificates will be due in November 2036. However, to the extent that the full amount of the mortgage loan component corresponding to the Initial CMBS Certificates or the amount of the mortgage loan component corresponding to the Additional CMBS Certificates are not fully repaid by their respective anticipated repayment dates, the interest rate of each component would increase by the greater of (i) 5% or (ii) the amount, if any, by which the sum of (x) the ten-year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) five percent (5%), exceeds the original interest rate for such component. In addition, to the extent that the full amount of the mortgage loan components are not repaid on their respective anticipated repayment dates, excess cash flow (as defined below) will be applied to payment of the principal amount of the relevant mortgage loan component. The mortgage loan may be defeased in whole at any time prior to the anticipated repayment date.

The mortgage loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the tower sites and their operating cash flows, (2) a security interest in substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under the management agreement they entered into with SBA Network Management, Inc. (“SBA Network Management”), relating to the management of the Borrowers’ tower sites by SBA Network Management pursuant to which SBA Network Management arranges for the payment of all operating expenses and the funding of all capital expenditures out of amounts on deposit in one or more operating accounts maintained on the Borrowers’ behalf, (4) the Borrowers’ rights under certain site management agreements, (5) the Borrowers’ rights under certain tenant leases, (6) the pledge by SBA CMBS-1 Guarantor LLC and SBA CMBS-1 Holdings, LLC of equity interests of the initial borrower and SBA CMBS-1 Guarantor LLC, (7) the various deposit accounts and collection accounts of the Borrowers and (8) all proceeds of the foregoing. For each calendar month, SBA Network Management is entitled to receive a management fee equal to 7.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

In connection with the issuance of the CMBS Certificates, the Company established a deposit account into which all rents and other sums due on the CMBS Towers are directly deposited by the lessees and are held by the indenture trustee. The funds in this deposit account are used to fund a restricted cash amount, which represents the cash held in escrow pursuant to the mortgage loan governing the CMBS Certificates to fund certain reserve accounts for the payment of debt service costs, ground rents, real estate and personal

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

property taxes, insurance premiums related to tower sites, trustee and service expenses, and to reserve a portion of advance rents from tenants on the 4,970 tower sites. The monies held by the indenture trustee in excess of required reserve balances are subsequently released to the Borrowers on or before the 15th calendar day following month end. The monies held by the indenture trustee after the release date are classified as restricted cash on the Company’s Consolidated Balance Sheets (see Note 4). However, if the debt service coverage ratio, defined as the net cash flow (as defined in the Mortgage Loan Agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers will be required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30 times or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow”, will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the debt service coverage ratio exceeds 1.15 times for a calendar quarter. As of September 30, 2008, the Borrowers met the required debt service coverage ratio as defined by the mortgage loan agreement.

0.375% Convertible Senior Notes due 2010

On March 26, 2007, the Company issued $350.0 million of its 0.375% Convertible Senior Notes (the “0.375% Notes”). Interest is payable semi-annually on June 1 and December 1. The 0.375% Notes have a maturity date of December 1, 2010. The Company incurred deferred financing fees of $8.6 million with the issuance of the 0.375% Notes.

The 0.375% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 29.7992 shares of Class A common stock per $1,000 principal amount of 0.375% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $33.56 per share or a 19% conversion premium based on the last reported sale price of $28.20 per share of Class A common stock on the Nasdaq Global Select Market on March 20, 2007, the purchase agreement date. The 0.375% Notes are convertible only under the following certain circumstances: (1) during any calendar quarter commencing at any time after June 30, 2007 and only during such calendar quarter, if the last reported sale price of the Company’s Class A common stock for at least 20 trading days during the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter, (2) during the five business day period after any ten consecutive trading day period in which the trading price of a 0.375% Note for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock and the applicable conversion rate, (3) if specified distributions to holders of Class A common stock are made or specified corporate transactions occur, and (4) at any time on or after October 12, 2010.

Upon conversion, the Company has the right to settle the conversion of each $1,000 principal amount of 0.375% Notes with any of the three following alternatives, at its option: delivery of (1) 29.7992 shares of the Company’s Class A common stock, (2) cash equal to the value of 29.7992 shares of the Company’s Class A common stock calculated at the market price per share of the Company’s Class A common stock at the time of conversion or (3) a combination of cash and shares of the Company’s Class A common stock.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The net proceeds from this offering were approximately $341.4 million after deducting discounts, commissions and expenses. A portion of the net proceeds from the sale of the 0.375% Notes was used to repurchase and retire approximately 3.24 million shares of Class A common stock, valued at approximately $91.2 million based on the closing stock price of $28.20 on March 20, 2007. The repurchased shares were recorded as a reduction to Class A common stock for the par value of the Class A common stock as well as an increase to accumulated deficit on the Company’s Consolidated Balance Sheet.

Concurrently with the sale of the 0.375% Notes, the Company entered into convertible note hedge transactions with affiliates of two of the initial purchasers of the 0.375% Notes. The initial strike price of the convertible note hedge transactions is $33.56 per share of the Company’s Class A common stock (the same as the initial conversion price of the 0.375% Notes) and is similarly subject to certain customary adjustments. The convertible note hedge transactions cover 10,429,720 shares of Class A common stock. The cost of the convertible note hedge transactions was $77.2 million. A portion of the net proceeds from the sale of the 0.375% Notes and the warrants discussed below were used to pay for the cost of the convertible note hedge transactions. The cost of the convertible note hedge transactions was recorded as a reduction to additional paid-in capital on the Company’s Consolidated Balance Sheet.

Separately and concurrently with entering into the convertible note hedge transactions, the Company entered into warrant transactions whereby the Company sold warrants to each of the hedge counterparties to acquire an aggregate of 10,429,720 shares of Class A common stock at an initial exercise price of $55.00 per share. The aggregate proceeds from the issuance of the warrants were $27.3 million. The proceeds from the issuance of the warrants were recorded as an increase to additional paid-in capital on the Company’s Consolidated Balance Sheet.

During October 2008, the Company consummated privately negotiated exchanges of stock for outstanding 0.375% Notes in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. Pursuant to these exchanges, the Company issued 2,735,000 shares of the Company’s Class A common stock in exchange for $60.5 million in principal amount of 0.375% Notes, for an effective share price against principal indebtedness repurchased of $22.12. In addition, the Company also repurchased in privately negotiated transactions $88.0 million in principal amount of 0.375% Notes for $64.9 million in cash. The notes acquired represent 42.4% of the original $350 million principal amount of 0.375% Notes issued. In accordance with SFAS No. 84, “Induced Conversion of Convertible Debt” and APB 26 “Early Extinguishment of Debt,” the Company will record a net gain on the early extinguishment of debt of $8.1 million and $75.5 million in additional paid-in capital related to these transactions.

1.875% Convertible Senior Notes due 2013

On May 16, 2008, the Company issued $550.0 million of its 1.875% Convertible Senior Notes (the “1.875% Notes”). Interest is payable semi-annually on May 1 and November 1, beginning November 1, 2008. The 1.875% Notes have a maturity date of May 1, 2013. The Company incurred deferred financing fees of $13.2 million with the issuance of the 1.875% Notes.

The 1.875% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date. The 1.875% Notes are convertible only under the following certain circumstances: (1) during any calendar quarter commencing at any time after June 30, 2008 and only during such calendar quarter, if the last reported sale price of the Company’s Class A common stock

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of the Company’s Class A common stock on the last trading day of such preceding calendar quarter, (2) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of 1.875% Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of the Company’s Class A common stock and the applicable conversion rate, (3) if specified distributions to holders of the Company’s Class A common stock are made or specified corporate transactions occur, and (4) at any time on or after February 19, 2013.

Upon conversion, the Company has the right to settle the conversion of each $1,000 principal amount of 1.875% Notes with any of the three following alternatives, at its option: delivery of (1) 24.1196 shares of the Company’s Class A common stock, (2) cash equal to the value of 24.1196 shares of the Company’s Class A common stock calculated at the market price per share of the Company’s Class A common stock at the time of conversion or (3) a combination of cash and shares of the Company’s Class A common stock.

The net proceeds from this offering were approximately $536.8 million after deducting discounts, commissions and expenses. A portion of the net proceeds from the sale of the 1.875% Notes was used to repurchase and retire approximately 3.47 million shares of Class A common stock, valued at $120.0 million based on the closing stock price of $34.55 on May 12, 2008. The repurchased shares were recorded as a reduction to Class A common stock for the par value of the Class A common stock as well as an increase to accumulated deficit on the Company’s Consolidated Balance Sheets.

Concurrently with the pricing of the 1.875% Notes, the Company entered into convertible note hedge transactions with affiliates of four of the initial purchasers of the 1.875% Notes. The initial strike price of the convertible note hedge transactions is $41.46 per share of the Company’s Class A common stock (the same as the initial conversion price of the 1.875% Notes) and is similarly subject to certain customary adjustments. The convertible note hedge transactions originally covered 13,265,780 shares of Class A common stock. The cost of the convertible note hedge transactions was $137.7 million. A portion of the net proceeds from the sale of the 1.875% Notes and the warrant transactions discussed below were used to pay for the cost of the convertible note hedge transactions. The cost of the convertible note hedge transactions was recorded as a reduction to additional paid-in capital on the Company’s Consolidated Balance Sheet.

Separately and concurrently with entering into the convertible note hedge transactions, the Company entered into warrant transactions whereby the Company sold warrants to each of the hedge counterparties to acquire an aggregate of 13,265,780 shares of Class A common stock at an initial exercise price of $67.37 per share. The aggregate proceeds from the warrant transactions were $56.2 million. The proceeds from issuance of the warrants were recorded as an increase to additional paid-in capital on the Company’s Consolidated Balance Sheet.

One of the convertible note hedge transactions entered into in connection with the 1.875% Notes was with Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”). The convertible note hedge transaction with Lehman Derivatives covers 55% of the 13,265,780 shares of Company Class A common stock potentially issuable upon conversion of the 1.875% Notes. On October 5, 2008, Lehman Derivatives filed a motion for protection under Chapter 11 of the United States Bankruptcy Code. The filing by Lehman Derivatives of a voluntary Chapter 11 bankruptcy petition constituted an “event of default” under the convertible note hedge transaction with Lehman Derivatives. The Company is carefully monitoring the developments affecting Lehman Derivatives and the Company may, among other things, terminate the convertible note hedge transaction with Lehman Derivatives.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The net cost of the convertible note hedge transaction with Lehman Derivatives was recorded as an increase to additional paid in capital and therefore the “event of default” is not expected to have an impact on the Company’s financial position or results of operations. However, the Company could incur significant costs to replace this hedge transaction if it elects to do so. If the Company does not elect to replace the convertible note hedge transaction, then the Company would be subject to potential dilution or additional cost (depending on if the note is settled with shares or cash) upon conversion of the 1.875% Notes, if on the date of conversion the per share market price of the Company’s Class A common stock exceeded the conversion price of $41.46.

Senior Secured Revolving Credit Facility

On January 18, 2008, SBA Senior Finance, Inc. (“SBASF”), an indirect wholly-owned subsidiary of the Company, entered into a $285.0 million senior secured revolving credit facility with several banks and other financial institutions or entities from time to time parties to the credit agreement (the “Lenders”); Wachovia Bank, National Association and Lehman Commercial Paper Inc. (“LCPI”), as co-syndication agents; Citicorp North America, Inc. and JPMorgan Chase Bank, N.A., as co-documentation agents; and Toronto Dominion (Texas) LLC, as administrative agent (the “Senior Credit Agreement”). On March 5, 2008, SBASF entered into a new lender supplement in connection with the senior secured revolving credit facility, which increased the aggregate commitment of the lenders to $335.0 million. In September 2008, the Company made a drawing request under the senior secured credit facility and LCPI, who was a lender under the senior secured revolving credit facility, did not fund its share of such request. As a result of such failure to fund, SBA delivered a letter to LCPI declaring that LCPI was in default of its obligations under the senior secured revolving credit facility agreement. On October 5, 2008, LCPI filed a motion for protection under Chapter 11 of the United States Bankruptcy Code. LCPI, a subsidiary of Lehman Brothers Holding Inc. had committed $50.0 million of the original aggregate of $335.0 million in commitments under the senior secured revolving credit facility. As a result, the aggregate commitment of the senior secured revolving credit facility is currently $285.0 million. No lender within the facility is committed to fund more than $50.0 million.

The senior secured revolving credit facility may be borrowed, repaid and redrawn, subject to compliance with the financial and other covenants in the Senior Credit Agreement. Amounts borrowed under the facility accrue interest at LIBOR plus a margin that ranges from 150 basis points to 300 basis points or at a Base Rate (as defined in the Senior Credit Agreement) plus a margin that ranges from 50 basis points to 200 basis points, in each case based on the Consolidated Total Debt to Annualized Borrower EBITDA ratio (as defined in the Senior Credit Agreement and discussed below). The facility will terminate and SBASF will repay all amounts outstanding on the earlier of (i) the third anniversary of January 18, 2008 and (ii) the date which is three months prior to the (x) final maturity date of the 0.375% Notes (or any instrument that refinances the 0.375% Notes) or (y) the anticipated repayment date (November 9, 2010) of the Initial CMBS Certificates (or any other refinancing of these instruments). At the termination date, each lender under the facility may, in its sole discretion and upon the request of SBASF, extend the maturity date of the facility for one additional year. The proceeds available under the facility may only be used for the construction or acquisition of towers and for ground lease buyouts. The Company incurred deferred financing fees of $2.8 million associated with the closing of this transaction. As a result of the bankruptcy filing of LCPI, the Company has written off unamortized deferred financing fees of $0.4 million in its Consolidated Statement of Operations.

The Senior Credit Agreement requires SBASF and SBA Communications to maintain specific financial ratios, including, at the SBASF level, a Consolidated Total Debt to Annualized Borrower EBITDA ratio (as defined in the Senior Credit Agreement) that does not exceed 6.9x for any fiscal quarter and an Annualized Borrower EBITDA to Annualized Cash Interest Expense ratio (as defined in the Senior Credit Agreement) of not less than 2.0x for any fiscal quarter. In addition, the Company’s ratio of

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Total Net Debt to Consolidated Adjusted EBITDA (as defined in the Senior Credit Agreement) for any fiscal quarter cannot exceed 9.9x. The Senior Credit Agreement also contains customary affirmative and negative covenants that, among other things, limit SBASF’s ability to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions or merge or consolidate, or engage in certain asset dispositions, including a sale of all or substantially all of our assets.

Upon the occurrence of certain bankruptcy and insolvency events with respect to the Company or certain of our subsidiaries, the revolving credit loans automatically terminate and all amounts due under the Senior Credit Agreement and other loan documents become immediately due and payable. If certain other events of default occur, including failure to pay the principal and interest when due, a breach of the Company’s negative covenants, or failure to perform any other requirement in the Senior Credit Agreement, the Guarantee and Collateral Agreement (as described below) and/or certain other debt instruments, including the Notes and the CMBS Certificates, then, with the permission of a majority of the lenders, the revolving credit commitments will terminate and all amounts due under the Senior Credit Agreement and other loan documents become immediately due and payable.

In connection with the senior secured revolving credit facility, the Company entered into a Guarantee and Collateral Agreement, pursuant to which SBA Communications, Telecommunications and substantially all of the domestic subsidiaries of SBASF which are not Borrowers under the CMBS Certificates, guarantee amounts owed under the senior secured revolving credit facility. Amounts borrowed under the senior secured revolving credit facility will be secured by a first lien on substantially all of SBASF’s assets not previously pledged under the CMBS Certificates and substantially all of the assets, other than leasehold, easement or fee interests in real property, of the guarantors, including SBA Communications and SBA Telecommunications.

On July 18, 2008, SBA Senior Finance, Inc. entered into the First Amendment to the Senior Credit Agreement to effect the terms of the Agreement and Plan of Merger, dated July 18, 2008, among the Company, Optasite and the other parties thereto, which was effective upon the acquisition of Optasite. The First Amendment deletes from the definition of Annualized Borrower EBITDA, any EBITDA generated by Optasite and its subsidiaries to the extent that such entities are not guarantors under the Guarantee and Collateral Agreement, and, to the extent not permitted under the Optasite Credit Facility, (i) excludes Optasite and its subsidiaries from an obligation to become guarantors under the Guarantee and Collateral Agreement and (ii) permits the Company to not pledge any stock or rights that it owns in Optasite or any of its subsidiaries as collateral under the Guarantee and Collateral Agreement.

During the first nine months of 2008, SBASF borrowed $460.0 million and repaid $235.0 million under this facility, which is presented within “Cash flows from financing activities” on the Company’s Consolidated Statements of Cash Flows. The Company used or designated such proceeds for construction and acquisition of towers (including those acquired from TowerCo LLC and the Company’s October 2008 acquisition of Light Tower Wireless) and for ground lease buyouts. As of September 30, 2008, the Company had $225.4 million outstanding under this facility and had approximately $0.1 million of letters of credit posted against the availability of the credit facility outstanding. The weighted average effective interest rate for amounts borrowed under the senior secured revolving credit facility for the three and nine months ended September 30, 2008 was 4.71% and 4.81%, respectively. As of September 30, 2008, SBASF was in full compliance with the terms of the revolving credit facility and availability under the credit facility was approximately $59.6 million.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Optasite Credit Facility

On September 16, 2008, in connection with the acquisition of Optasite, the Company assumed Optasite’s fully drawn $150 million Senior Credit Facility (“Optasite Credit Facility”) pursuant to a credit agreement by and among Optasite Towers LLC, (a subsidiary of Optasite) as borrower (“Optasite Towers”), Morgan Stanley Asset Funding Inc. (“Morgan Stanley”), as administrative agent and collateral agent, and the lenders (the “Lenders”) from time to time party thereto (the “Optasite Credit Facility Agreement”). At the time of the acquisition, the Optasite Credit Facility consisted of a fully drawn $150 million loan which is secured by all of the property and interest in property of Optasite Towers. The Company recorded the Optasite Credit Facility at its estimated fair value of $147.0 million. Interest on the Optasite Credit Facility accrues at one month Eurodollar Rate plus 165 basis points and interest payments are due monthly. Commencing November 1, 2008, the Company will begin paying an amount equal to the monthly percentage share of the aggregate outstanding principal amount of the Optasite Credit Facility based on a twenty-five year amortization and the facility cannot be re-drawn. The Optasite Credit Facility matures on November 1, 2010, when the remaining principal will be due in full. Principal outstanding under the Optasite Credit Facility may be partially prepaid at the option of Optasite Towers, and must be prepaid, in certain circumstances, from the proceeds of new indebtedness, asset sales or insurance claims.

The Optasite Credit Facility Agreement requires Optasite Towers to maintain specific financial ratios, including that Optasite Towers’ consolidated debt to Aggregate Tower Cash Flow (as defined in the Optasite Credit Facility Agreement) be less than 7.0x, that its Debt Service Coverage Ratio (as defined in the Optasite Credit Facility Agreement) be more than 1.5x, and that the aggregate amount of Annualized Rents generated from Tenant Leases in respect of rooftop towers does not exceed 5% of Aggregate Annualized Rent. The Optasite Credit Facility Agreement also contains customary affirmative and negative covenants that, among other things, limit Optasite Tower’s ability to incur additional indebtedness, grant certain liens, assume certain guarantee obligations, enter into certain mergers or consolidations, including a sale of all or substantially all of its assets, or engage in certain asset dispositions.

Upon the occurrence of certain bankruptcy and insolvency events with respect to Optasite Towers or the Company or any of the Company’s subsidiaries, all amounts due under the Optasite Credit Facility become immediately due and payable. If certain other events of default occur, such as the failure to pay any principal of any loan when due, or are continuing, such as failure to pay interest on any loan when due, failure to comply with the financial ratios, a change of control of the Company or failure to perform under any other Optasite loan document, all amounts due under the Optasite Credit Facility may be immediately due and payable.

In connection with its assumption of the Optasite Credit Facility, the Company entered into Guarantee Agreements dated as of July 18, 2008 by and among the Company and Morgan Stanley pursuant to which the Company guaranteed Optasite Towers’ obligations under the Optasite Credit Facility, including but not limited to, principal and interest owed under the Optasite Credit Facility, as well as the lenders’ actual losses arising out of (i) fraud or intentional misrepresentation of Optasite Towers, (ii) intentional actions by Optasite Towers, (iii) failure of Optasite Towers to comply with environmental laws or (iv) bankruptcy or other insolvency proceedings of Optasite Towers.

As of September 30, 2008, the outstanding balance under the Optasite Credit Facility was $150.0 million which was recorded at its estimated fair value of $147.0 million. The Company was in full compliance with the terms of the credit agreement as of September 30, 2008. The weighted average effective interest rate for amounts borrowed under the Optasite Credit Facility for the periods ended September 30, 2008 was 4.14%.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Capital Lease Obligations

The Company’s capital lease obligations outstanding as of September 30, 2008 and December 31, 2007 were $1.2 million and $0.8 million, respectively. These obligations bear interest rates ranging from 1.61% to 4.92% and mature in periods ranging from approximately one to five years.

10. DERIVATIVE FINANCIAL INSTRUMENTS

Optasite Derivative Instruments

The Company acquired certain derivative instruments as part of the Optasite acquisition on September 16, 2008 which were valued at $4.4 million. The derivative instruments did not qualify for hedge accounting. As of September 30, 2008, the fair value of these derivatives was $2.9 million and is included in other liabilities in the Company’s Consolidated Balance Sheet. For the period ended September 30, 2008, the Company recognized a $1.5 million gain on these derivatives, which is included in interest expense on the Company’s Consolidated Statement of Operations. The Company terminated the derivative instruments on October 3, 2008 for $3.8 million.

Initial CMBS Certificate Swaps

On June 22, 2005, in anticipation of the Initial CMBS Transaction (see Note 9), an indirect wholly-owned subsidiary of the Company entered into two forward-starting interest rate swap agreements (the “Initial CMBS Certificate Swaps”), each with a notional principal amount of $200.0 million to hedge the variability of future interest rates on the Initial CMBS Transaction. Under the swap agreements, the subsidiary agreed to pay the counterparties a fixed interest rate of 4.199% on the total notional amount of $400.0 million, beginning on December 22, 2005 through December 22, 2010 in exchange for receiving floating payments based on the three-month LIBOR on the same notional amount for the same five-year period.

On November 4, 2005, an indirect subsidiary of the Company entered into a purchase agreement with Lehman Brothers Inc. and Deutsche Bank Securities Inc. regarding the purchase and sale of $405.0 million of commercial mortgage pass-through certificates issued by the Trust, a trust established by the Depositor. In connection with this agreement, the Company terminated the Initial CMBS Certificate Swaps, resulting in a $14.8 million settlement payment to the Company which was recorded in the Statements of Cash Flows as a financing activity. The Company determined the Initial CMBS Certificate Swaps to be effective cash flow hedges and recorded the deferred gain of the Initial CMBS Certificate Swaps in accumulated other comprehensive loss, net of applicable income taxes on the Company’s Consolidated Balance Sheets. The deferred gain is being amortized utilizing the effective interest method over the anticipated five-year life of the Initial CMBS Certificates and reduces the effective interest rate on the Certificates by 0.8%. The Company recorded amortization of $0.7 million and $2.2 million as an offset to interest expense on the Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2008, respectively, compared to $0.7 million and $2.1 million for the three and nine months ended September 30, 2007, respectively.

Additional CMBS Certificate Swaps

At various dates during 2006, in anticipation of the Additional CMBS Transaction (see Note 9), an indirect wholly-owned subsidiary of the Company entered into nine forward-starting interest rate swap agreements (the “Additional CMBS Certificate Swaps”), with an aggregate notional principal amount of $1.0 billion, to hedge the variability of future interest rates in anticipation of the issuance of debt, which the Company originally expected to be issued on or before December 21, 2007. Under the Additional CMBS Certificate Swaps, the subsidiary had agreed to pay a fixed interest rate ranging from 5.019% to 5.47% on the total notional amount of $1.0 billion, beginning on the originally expected debt issuance dates for a period of five years, in exchange for receiving floating payments based on the three month LIBOR on the same $1.0 billion notional amount for the same five year period.

On October 30, 2006, an indirect subsidiary of the Company entered into a purchase agreement with JP Morgan Securities, Inc., Lehman Brothers Inc. and Deutsche Bank Securities Inc. regarding the purchase and sale of $1.15 billion of commercial mortgage pass-through certificates issued by the Trust, a trust established by the Depositor. In connection with this agreement, the Company terminated the Additional CMBS Certificate Swaps, resulting in a $14.5 million settlement payment by the Company which was recorded in the Statements of Cash Flows as a financing activity. The Company determined a portion of the swaps to be ineffective, and as a result, the Company recorded $1.7 million as interest

24

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

expense on the Consolidated Statements of Operations. The additional deferred loss of $12.8 million of the Additional CMBS Certificate Swaps was recorded in accumulated other comprehensive loss, net of applicable income taxes on the Company’s Consolidated Balance Sheets as this was determined to be an effective cash flow hedge. The deferred loss is being amortized utilizing the effective interest method over the anticipated five year life of the Additional CMBS Certificates and increases the effective interest rate on these certificates by 0.3% over the weighted average annual fixed interest rate of 6.0%. The Company recorded amortization of $0.6 million and $1.8 million as interest expense on the Company’s Consolidated Statement of Operations for the three and nine months ended September 30, 2008, respectively, compared to $0.6 million and $1.7 million for the three and nine months ended September 30, 2007, respectively.

11. COMMON STOCK AND COMPREHENSIVE LOSS

Common Stock

The Company has potential common stock equivalents related to its outstanding stock options and the 0.375% Notes and 1.875% Notes (see Note 9). These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computation are the same for each period presented.

During the nine months ended September 30, 2008, the Company repurchased and retired approximately 3.47 million shares, valued at approximately $120.0 million based on the closing stock price of $34.55 on May 12, 2008, in connection with the issuance of the 1.875% Notes compared to the nine months ended September 30, 2007 when the Company repurchased and retired approximately 3.24 million shares of Class A common stock, valued at approximately $91.2 million, in connection with the issuance of the 0.375% Notes (see Note 9).

Comprehensive Loss

Comprehensive loss is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of net loss and “other comprehensive loss.”

Comprehensive loss is comprised of the following:

	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
				(in thousands)
Net loss	$	(16,423	)	$	(17,534	)	$	(49,447	)	$	(49,000	)
Other comprehensive loss for derivative instruments:
Amortization of deferred gain/loss from settlement of terminated swaps reclassified into consolidated statement of operations, net		(139	)		(141	)		(419	)		(424	)
Comprehensive loss	$	(16,562	)	$	(17,675	)	$	(49,866	)	$	(49,424	)

The Company’s other comprehensive loss for the three and nine months ended September 30, 2008 includes $0.7 million and $2.2 million, respectively, for amortization of accumulated other comprehensive income recorded as a reduction to interest expense relating to a deferred gain from the settlement of a derivative financial instrument in November 2005. This was offset by $0.6 million and $1.8 million for the three and nine months ended September 30, 2008, respectively, for amortization of accumulated other comprehensive loss recorded as an increase to interest expense relating to the deferred loss from the settlement of the nine derivative financial instruments in November 2006.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The three and nine months ended September 30, 2007 includes $0.7 million and $2.1 million, respectively, for amortization of accumulated other comprehensive income recorded as a reduction to interest expense relating to a deferred gain from the settlement of a derivative financial instrument in November 2005. This was offset by $0.6 million and $1.7 million for the three and nine months ended September 30, 2007, respectively, for amortization of accumulated other comprehensive loss recorded as an increase to interest expense relating to the deferred loss from the settlement of the nine derivative financial instruments in November 2006.

12. STOCK BASED COMPENSATION

Effective January 1, 2006, the Company adopted SFAS No. 123R. The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model in accordance with the provisions of SFAS No. 123R. The Company accounts for stock issued to non-employees in accordance with the provisions of Emerging Issues Task Force (“EITF”) Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services.” In accordance with EITF 96-18, the stock options granted to non-employees are valued using the Black-Scholes option-pricing model on the basis of the market price of the underlying common stock on the “valuation date,” which for options to non-employees is the vesting date. Expense related to the options granted to non-employees is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period.

Stock Options

The Company has three equity participation plans (the 1996 Stock Option Plan, the 1999 Equity Participation Plan and the 2001 Equity Participation Plan) whereby options (both non-qualified and incentive stock options), stock appreciation rights and restricted stock may be granted to directors, employees and consultants. Upon adoption of the 2001 Equity Participation Plan, no further grants were permitted under the 1996 Stock Option Plan and the 1999 Equity Participation Plan. The 2001 Equity Participation Plan provides for a maximum issuance of shares, together with all outstanding options and unvested shares of restricted stock under all three of the plans, equal to 15% of the Company’s Class A common stock outstanding, adjusted shares issued and the exercise of certain options. These options generally vest between three and four years from the date of grant on a straight-line basis and generally have a seven-year or a ten-year life.

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and implied volatility to establish the expected volatility. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	For the three and nine months ended September 30,
	2008	2007
Risk free interest rate	2.10% - 2.97%	4.65% - 5.12%
Dividend yield	0.0%	0.0%
Expected volatility	41.6%	42.7%
Expected lives	3.35 - 3.73 years	3.28 - 4.13 years

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the Company’s activities with respect to its stock option plans for the first nine months of 2008 as follows:

Options	Number of Shares		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2007	3,797		$	15.67	7.2
Granted	917		$	32.55
Exercised	(579	)	$	8.89
Canceled	(212	)	$	25.95
Outstanding at September 30, 2008	3,923		$	20.10	5.9
Exercisable at September 30, 2008	1,719		$	12.93	5.5
Unvested at September 30, 2008	2,204		$	25.68	6.2

The weighted-average fair value of options granted during the nine months ended September 30, 2008 and September 30, 2007 was $10.96 and $11.06, respectively. The total intrinsic value for options exercised during the nine months ended September 30, 2008 and 2007 was $13.7 million and $23.0 million, respectively.

Employee Stock Purchase Plan

In 1999, the Board of Directors of the Company adopted the 1999 Stock Purchase Plan (the “Purchase Plan”). A total of 500,000 shares of Class A common stock were reserved for purchase under the Purchase Plan. During 2003, an amendment to the Purchase Plan was adopted which increased the number of shares reserved for purchase from 500,000 to 1,500,000 shares. The Purchase Plan permits eligible employee participants to purchase Class A common stock at a price per share which is equal to 85% of the fair market value of Class A common stock on the last day of an offering period. During the nine months ended September 30, 2008, approximately 27,600 shares of Class A common stock were issued under the Purchase Plan, which resulted in cash proceeds to the Company of $0.8 million compared to the nine months ended September 30, 2007 when approximately 35,000 shares of Class A common stock were issued under the Purchase Plan, which resulted in cash proceeds to the Company of $0.9 million. In addition, the Company recorded $0.1 million and $0.2 million of non-cash compensation expense relating to these shares for each of the nine months ended September 30, 2008 and September 30, 2007, respectively.

In 2008, the Board of Directors of the Company adopted the 2008 Employee Stock Purchase Plan (the “2008 Plan”). A total of 500,000 shares of Class A common stock were reserved for purchase under the 2008 Plan. The 2008 Plan permits eligible participants to purchase Class A common stock upon substantially the same terms as the 1999 Purchase Plan. There have been no shares issued under the 2008 Plan.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Non-Cash Compensation Expense

The table below reflects a break out by category of the amounts recognized on the Company’s Statements of Operations for the three and nine months ended September 30, 2008 and 2007, respectively, for non-cash compensation expense:

	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
	(in thousands)
Cost of revenues	$	60		$	76		$	228		$	212
Selling, general and administrative		1,555			1,519			5,399			4,972
Total cost of non-cash compensation included in loss before provision for income taxes		1,615			1,595			5,627			5,184
Amount of income tax recognized in earnings		—			—			—			—
Amount charged against loss	$	1,615		$	1,595		$	5,627		$	5,184
Impact on net loss per common share:
Basic and diluted	$	(0.02	)	$	(0.02	)	$	(0.05	)	$	(0.05	)

In addition, the Company capitalized $0.0 million and $0.3 million relating to non-cash compensation during the three months ended September 30, 2008 and September 30, 2007, respectively, to fixed and intangible assets. During the nine months ended September 30, 2008 and 2007, the Company capitalized $0.3 million and $1.0 million, respectively, relating to non-cash compensation to fixed and intangible assets.

13. INCOME TAXES

The Company had taxable losses during the nine months ended September 30, 2008 and 2007, and as a result, net operating loss carry-forwards have been generated. These net operating loss carry-forwards are fully reserved as management believes it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the losses.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

14. SEGMENT DATA

The Company operates principally in three business segments: site leasing, site development consulting and site development construction. The Company’s reportable segments are strategic business units that offer different services. The site leasing segment includes results of the managed and sublease businesses. Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company operates are presented below:

	Site Leasing		Site Development Consulting		Site Development Construction			Not Identified by Segment (1)			Total
	(in thousands)
Three months ended September 30, 2008
Revenues	$	100,506	$	3,783	$	14,367		$	—		$	118,656
Cost of revenues	$	24,726	$	3,164	$	14,118		$	—		$	42,008
Operating income (loss)	$	14,279	$	218	$	(1,274	)	$	(1,796	)	$	11,427
Capital expenditures (2)	$	319,926	$	42	$	201		$	113		$	320,282
Three months ended September 30, 2007
Revenues	$	81,038	$	7,322	$	14,841		$	—		$	103,201
Cost of revenues	$	24,395	$	5,763	$	13,494		$	—		$	43,652
Operating income (loss)	$	7,448	$	800	$	(292	)	$	(2,645	)	$	5,311
Capital expenditures (2)	$	115,704	$	41	$	88		$	104		$	115,937
Nine months ended September 30, 2008
Revenues	$	283,620	$	14,081	$	42,824		$	—		$	340,525
Cost of revenues	$	69,367	$	11,510	$	40,727		$	—		$	121,604
Operating income (loss)	$	42,171	$	1,165	$	(2,275	)	$	(7,007	)	$	34,054
Capital expenditures (2)	$	661,187	$	168	$	626		$	429		$	662,410
Nine months ended September 30, 2007
Revenues	$	237,100	$	17,947	$	44,251		$	—		$	299,298
Cost of revenues	$	66,185	$	14,118	$	40,065		$	—		$	120,368
Operating income (loss)	$	27,916	$	1,923	$	(815	)	$	(8,677	)	$	20,347
Capital expenditures (2)	$	236,664	$	112	$	298		$	522		$	237,596
Assets
As of September 30, 2008	$	2,898,685	$	4,427	$	26,041		$	458,695		$	3,387,848
As of December 31, 2007	$	2,195,747	$	6,395	$	38,467		$	143,714		$	2,384,323

⁽¹⁾ Assets not identified by segment consist primarily of general corporate assets.

⁽²⁾ Includes acquisitions and related earn-outs.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

15. CONCENTRATION OF CREDIT RISK

The Company’s credit risks consist primarily of accounts receivable with national, regional and local wireless communications providers and federal and state governmental agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral. The following is a list of significant customers and the percentage of total revenue derived from such customers:

	Percentage of Site Leasing Revenue for the three months ended September 30,
	2008		2007
Sprint	25.1	%	26.7	%
AT&T	25.9	%	24.1	%
Verizon	12.3	%	10.4	%
	Percentage of Site Development Consulting Revenue for the three months ended September 30,
	2008		2007
Sprint	13.5	%	69.1	%
Verizon	34.9	%	13.9	%
Metro PCS	13.7	%	3.8	%
	Percentage of Site Development Construction Revenue for the three months ended September 30,
	2008		2007
Sprint	5.1	%	36.7	%
T-Mobile	16.2	%	5.1	%
Metro PCS	15.2	%	0.2	%

At September 30, 2008 three significant customers comprised 30.3% of total gross accounts receivable compared to one customer which comprised 42.9% of total gross accounts receivable at December 31, 2007.

16. SUBSEQUENT EVENTS

On October 20, 2008, the Company acquired Light Tower Wireless LLC, the wireless infrastructure subsidiary of Light Tower LLC. Light Tower Wireless currently owns 340 wireless communications towers, five managed sites and five distributed antenna system (“DAS”) networks. The aggregate purchase price paid for these towers and related assets was $224.0 million which was paid in cash.

Subsequent to September 30, 2008, in addition to Light Tower Wireless, the Company acquired one tower for an aggregate purchase price of $0.6 million which was paid in shares of the Company’s Class A common stock.

During October 2008, the Company consummated privately negotiated exchanges of stock for outstanding 0.375% Notes in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. Pursuant to these exchanges the Company issued 2,735,000 shares of the Company’s Class A common stock in exchange for $60.5 million in principal amount of 0.375% Notes, for an effective share price against principal indebtedness repurchased of $22.12. The Company also repurchased $88.0 million in principal amount of 0.375% Notes for $64.9 million in cash in privately negotiated transactions. The notes repurchased represent 42.4% of the original $350 million principal amount of 0.375% Notes issued.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications towers in 47 of the 48 contiguous United States, Puerto Rico and the U.S. Virgin Islands. Our principal business line is our site leasing business, which contributed 98.9% of our segment operating profit for the three months ended September 30, 2008. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own, manage or lease from others. The towers that we own have been constructed by us at the request of a wireless service provider, constructed based on our own initiative or acquired. As of September 30, 2008, we owned 7,484 towers, the substantial majority of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to wireless service providers. We also manage or lease approximately 4,300 actual or potential communications sites, approximately 600 of which are revenue producing. Our second business line is our site development business, through which we assist wireless service providers with developing and maintaining their own wireless service networks.

Site Leasing Services

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Site leasing revenues are received primarily from wireless service provider tenants, including Alltel, AT&T, Sprint, T-Mobile and Verizon Wireless. Wireless service providers enter into numerous different tenant leases with us, each of which relates to the lease or use of space at an individual tower site. Tenant leases are generally for an initial term of five years renewable for five five-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3% - 4% per year, including the renewal option periods. Tenant leases are generally paid on a monthly basis and revenue from site leasing is recorded monthly on a straight-line basis over the current term of the related lease agreements. Rental amounts received in advance are recorded as deferred revenue.

Cost of site leasing revenue primarily consists of:

• Rental payments on ground and other underlying property leases;

• Straight-line rent adjustment for the difference between rental payments made and expense recorded as if the payments had been made evenly throughout the minimum lease term (which may include renewal terms) of the underlying property leases;

• Property taxes;

• Site maintenance and monitoring costs (exclusive of employee related costs);

• Utilities;

• Property insurance; and

• Deferred lease origination cost amortization.

For any given tower, such costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase significantly as a result of adding additional customers to the tower. The amount of other direct costs associated with operating a tower varies from site to site depending on the taxing jurisdiction and the height and age of the tower, but typically do not make up a large percentage of total operating costs. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower or upgrading

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or repairing an access road or fencing. Lastly, land leases generally have an initial term of five years with five or more additional automatic renewal periods of five years at our option and provide for rent escalators which typically average 3% - 4% annually or provide for term escalators of approximately 15%. Of the 7,484 towers in our portfolio, approximately 26% are located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have a leasehold interest that extends beyond 50 years.

Our site leasing business generates substantially all of our segment operating profit. As indicated in the table below, our site leasing business generated 84.7% and 83.3% of our total revenue during the three and nine months ended September 30, 2008, respectively. For information regarding our operating segments, please see Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

	Revenues
	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
	(dollars in thousands)
Site leasing revenue	$	100,506		$	81,038		$	283,620		$	237,100
Total revenues	$	118,656		$	103,201		$	340,525		$	299,298
Percentage of total revenue		84.7	%		78.5	%		83.3	%		79.2	%
	Segment Operating Profit
	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
	(dollars in thousands)
Site leasing segment operating profit (1)	$	75,780		$	56,643		$	214,253		$	170,915
Total segment operating profit (1)	$	76,648		$	59,549		$	218,921		$	178,930
Site leasing segment operating profit percentage of total segment operating profit (1)		98.9	%		95.1	%		97.9	%		95.5	%

⁽¹⁾ Site leasing segment operating profit and total segment operating profit are non-GAAP financial measures. We reconcile these measures and other Regulation G disclosures in this quarterly report in the section entitled Non-GAAP Financial Measures.

We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use, network expansion and network coverage requirements. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications. Furthermore, because our towers are strategically positioned and our customers typically do not relocate, we have historically experienced low customer churn as a percentage of revenue.

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The following rollforward summarizes the activity in our tower portfolio from December 31, 2007 to September 30, 2008:

	Number of Towers
Towers owned at December 31, 2007	6,220
Purchased towers	88
Constructed towers	20
Towers reclassified/disposed of (1)	(3	)
Towers owned at March 31, 2008	6,325
Purchased towers	555
Constructed towers	18
Towers reclassified/disposed of (1)	(2	)
Towers owned at June 30, 2008	6,896
Purchased towers	567
Constructed towers	22
Towers reclassified/disposed of (1)	(1	)
Towers owned at September 30, 2007	7,484

⁽¹⁾ Reclassifications reflect the combination for reporting purposes of multiple tower structures on a single parcel of real estate, which we market and customers view as a single location, into a single tower site. Dispositions reflect the decommissioning, sale, conveyance or legal transfer of owned tower sites.

Site Development Services

Our site development services business is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and capture ancillary revenues that are generated by our site leasing activities, such as antenna installation and equipment installation at our tower locations. Our site development services business consists of two segments, site development consulting and site development construction, through which we provide wireless service providers a full range of end-to-end services. We principally perform services for third parties in our core, historical areas of wireless expertise, specifically site acquisition, zoning, technical services and construction.

Site development services revenues are received primarily from wireless service providers or companies providing development or project management services to wireless service providers. Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an assignment at any time without penalty. Site development projects, both consulting and construction, include contracts on a time and materials basis or a fixed price basis. The majority of our site development services are billed on a fixed price basis. Time and materials based site development contracts are billed and revenue is recognized at contractual rates as the services are rendered. Our site development projects generally take from three to twelve months to complete. For those site development consulting contracts in which we perform work on a fixed price basis, we bill the client, and recognize revenue, based on the completion of agreed upon phases of the project on a per site basis. Upon the completion of each phase, we recognize the revenue related to that phase.

Our revenue from site development construction contracts is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Revenue from our site development construction business may fluctuate from period to period depending on construction activities, which are a function of the timing and amount of our clients’ capital expenditures, the number and significance of active customer engagements during a period, weather and other factors.

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Cost of site development consulting revenue and construction revenue include all costs of materials, salaries and labor, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development consulting contracts and construction contracts are recognized as incurred.

The table below provides the percentage of total company revenues contributed by site development consulting services and site development construction services for the three and nine months ended September 30, 2008 and 2007. Information regarding the total assets used in our site development services businesses is included in Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

	Percentage of Total Revenues
	For the three months ended September 30,				For the nine months ended September 30,
	2008		2007		2008		2007
Site development consulting	3.2	%	7.1	%	4.1	%	6.0	%
Site development construction	12.1	%	14.4	%	12.6	%	14.8	%

CRITICAL ACCOUNTING POLICIES

We have identified the policies and significant estimation processes below as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 in the Notes to Consolidated Financial Statements for the year ended December 31, 2007, included on the Form 10-K filed with the Securities and Exchange Commission on February 28, 2008. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

Investments

Our investments consist of auction rate securities. Auction rate securities are debt instruments with long-term scheduled maturities that have interest rates that are typically reset at pre-determined intervals, usually every 7, 28, 35 or 90 days, at which time the securities would historically be purchased or sold, creating a liquid market. Historically, an active secondary market existed for such investments and the rate reset for each instrument was an opportunity to accept the reset rate or sell the instrument at its face value in order to seek an alternative investment. In the past, the auction process allowed investors to roll over their holdings or obtain immediate liquidity by selling the securities at par. We intended to use the interest rate reset feature to provide the opportunity to maximize returns while preserving liquidity. However, as of September 30, 2008, management no longer believes that we will be able to liquidate the

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remaining securities within the next twelve months due to the insufficient demand in the marketplace driven by the current state of the credit markets. As a result, we have reclassified the auction rate securities from short-term investments to long-term investments included in other assets – noncurrent on our Consolidated Balance Sheets.

SFAS 157 establishes a framework for measuring fair value and establishes a fair value hierarchy based on the inputs used to measure fair value. Traditionally, the fair value of auction rate securities approximated par value due to the frequent resets through the auction rate process. However, as a result of insufficient demand in the marketplace, the auction rate process has resulted in numerous “failed auctions” over the past twelve months and we, like other holders of auction rate securities, have not been able to liquidate all of the remaining auction rate securities held in our portfolio. Consequently, we estimated the fair value of these auction rate securities based on values provided by the firm managing our auction rate investments utilizing a Level 3 valuation methodology. SFAS No. 157 defines Level 3 valuations as those which rely on unobservable inputs for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Management validated the assumptions used in the valuation including the ultimate time horizon and coupon rate for these securities, the credit worthiness of the underlying assets and the counterparties, and the appropriate discount margins and we continue to monitor market and other conditions in assessing whether further changes in the fair value of these securities are warranted. Due to the lack of a secondary market for our auction rate securities, the established fair value of these securities is a matter of judgment. If our estimates regarding the fair value of these securities are incorrect, a future earnings charge may be required. Additionally, these estimated fair values could change significantly based on future market conditions and as such, we may be required to record additional unrealized losses for impairment if we determine there are further declines in their fair value.

We reviewed the impairment charge in accordance with EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, “ and Staff Accounting Bulletin Topic 5M, “Other-Than-Temporary Impairment of Certain Investments in Debt and Equity Securities,” to determine the classification of the impairment as “temporary” or “other-than-temporary”. We recorded a $0.5 million and $5.5 million other-than-temporary impairment charge in other expense for the three and nine months ended September 30, 2008, respectively. We have determined that the entire impairment related to our auction rate securities was other–than–temporary and recorded an impairment charge in other (expense) income on our Consolidated Statements of Operations based on a variety of factors, including the significant decline in fair value indicated for the individual investments and the adverse market conditions impacting auction rate securities.

Construction Revenue

Revenue from construction contracts is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because we consider total cost to be the best available measure of progress on each contract. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on each contract nears completion. The asset “Costs and estimated earnings in excess of billings on uncompleted contracts” represents expenses incurred and revenues recognized in excess of amounts billed. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized.

Allowance for Doubtful Accounts

We perform periodic credit evaluations of our customers. We continuously monitor collections and payments from our customers and maintain an allowance for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. Establishing reserves against specific accounts receivable and the overall adequacy of our allowance is a matter of judgment.

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Asset Impairment

On a quarterly basis, we evaluate the potential impairment of individual long-lived assets, principally the tower sites. We record an impairment charge when we believe an investment in towers or the related intangible assets has been impaired, such that future undiscounted cash flows would not recover the then current carrying value of the investment in the tower site. We consider many factors and make certain assumptions when making this assessment, including, but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. In addition, we make certain assumptions in determining an asset’s fair value less costs to sell for purposes of calculating the amount of an impairment charge. Changes in those assumptions or market conditions may result in a fair value less costs to sell which is different from management’s estimates. Future adverse changes in market conditions could result in losses or an inability to recover the carrying value, thereby possibly requiring an impairment charge in the future. In addition, if our assumptions regarding future undiscounted cash flows and related assumptions are incorrect, a future impairment charge may be required.

Property Tax Expense

We typically receive notifications and invoices in arrears for property taxes associated with the tangible personal property and real property used in our site leasing business. As a result, we recognize property tax expense, which is reflected as a component of site leasing cost of revenue, based on our best estimate of anticipated property tax payments related to the current period. We consider several factors in establishing this estimate, including our historical level of incurred property taxes, the location of the property, our awareness of jurisdictional property value assessment methods and industry related property tax information. If our estimates regarding anticipated property tax expenses are incorrect, a future increase or decrease in site leasing cost of revenue may be required.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Revenues:

	For the three months ended September 30,
	2008		Percentage of Revenues		2007		Percentage of Revenues		Dollar Change			Percentage Change
	(in thousands, except for percentages)
Site leasing	$	100,506	84.7	%	$	81,038	78.5	%	$	19,468		24.0	%
Site development consulting		3,783	3.2	%		7,322	7.1	%		(3,539	)	(48.3	)%
Site development construction		14,367	12.1	%		14,841	14.4	%		(474	)	(3.2	)%
Total revenues	$	118,656	100.0	%	$	103,201	100.0	%	$	15,455		15.0	%

Site leasing revenues increased $19.5 million due to an increase in the number of tenants and the amount of equipment added to our historical towers and from revenue generated by the towers that we acquired or constructed subsequent to September 30, 2007. As of September 30, 2008, we had 18,381 tenants as compared to 14,781 tenants at September 30, 2007. We have also experienced, on average, higher rents per tenant due to higher rents from new tenants, higher rents upon renewals by existing tenants and higher rental rates from additional equipment added by existing tenants. Additionally, in the third quarter of 2008, site leasing revenue included a one-time benefit of $0.8 million associated with the settlement of outstanding receivable balances.

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Site development consulting and construction revenues decreased $4.0 million due to the wind-down or completion of certain of our prior contracts from the larger wireless service providers, as well as a significant decline in the volume of work performed for Sprint during the third quarter of 2008 as compared to the same period in the prior year.

Operating Expenses:

	For the three months ended September 30,
	2008		2007		Dollar Change			Percentage Change
	(in thousands)
Cost of revenues (exclusive of depreciation, accretion and amortization):
Site leasing	$	24,726	$	24,395	$	331		1.4	%
Site development consulting		3,164		5,763		(2,599	)	(45.1	)%
Site development construction		14,118		13,494		624		4.6	%
Selling, general and administrative		12,496		11,289		1,207		10.7	%
Depreciation, accretion and amortization		52,725		42,949		9,776		22.8	%
Total operating expenses	$	107,229	$	97,890	$	9,339		9.5	%

Site leasing cost of revenues increased $0.3 million primarily as a result of the growth in the number of towers owned by us, which was 7,484 at September 30, 2008 up from 6,026 at September 30, 2007 offset by the positive impact of our ground lease purchase program.

Site development cost of revenues decreased $2.0 million due to the wind-down or completion of certain of our prior consulting contracts from the larger wireless service providers, as well as a significant decline in the volume of work performed for Sprint during the third quarter of 2008 as compared to the same period in the prior year.

Selling, general and administrative expenses increased $1.2 million primarily as a result of a $0.9 million one-time severance expense related to the departure of our former Chief Financial Officer and an increase in salaries, benefits and other employee related expenses resulting primarily from a higher number of employees.

Depreciation, accretion and amortization expense increased $9.8 million to $52.7 million for the three months ended September 30, 2008 from $42.9 million for the three months ended September 30, 2007 due to an increase in the number of towers and associated intangible assets owned at September 30, 2008 compared to those owned at September 30, 2007.

Operating Income:

Operating income was $11.4 million for the three months ended September 30, 2008 as compared to $5.3 million for the three months ended September 30, 2007. The increase of $6.1 million is primarily the result of higher revenues without a commensurate increase in cost of revenues in the site leasing segment offset by an increase in selling, general and administrative expenses and depreciation, accretion and amortization expense.

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Segment Operating Profit:

	For the three months ended September 30,
	2008		2007		Dollar Change			Percentage Change
	(in thousands)
Segment operating profit:
Site leasing	$	75,780	$	56,643	$	19,137		33.8	%
Site development consulting		619		1,559		(940	)	(60.3	)%
Site development construction		249		1,347		(1,098	)	(81.5	)%
Total	$	76,648	$	59,549	$	17,099		28.7	%

The increase in site leasing segment operating profit related primarily to additional revenue generated by the number of towers acquired and constructed after September 30, 2007, additional revenue from the increased number of tenants and tenant equipment on our sites in the third quarter of 2008 compared to the third quarter of 2007, control of our site leasing cost of revenue and the positive impact of our ground lease purchase program. We reconcile segment operating profit and provide other Regulation G disclosures later in this quarterly report in the section entitled Non-GAAP Financial Measures.

Other Income (Expense):

	For the three months ended September 30,
	2008			2007			Dollar Change			Percentage Change
	(in thousands)
Interest income	$	1,847		$	3,029		$	(1,182	)	(39.0	)%
Interest expense		(25,080	)		(23,164	)		(1,916	)	8.3	%
Amortization of deferred financing fees		(3,254	)		(2,245	)		(1,009	)	44.9	%
Loss from write-off of deferred financing fees and extinguishment of debt		(414	)		—			(414	)	—	%
Other (expense) income		(525	)		77			(602	)	(781.8	)%
Total other expense	$	(27,426	)	$	(22,303	)	$	(5,123	)	23.0	%

Interest income decreased $1.2 million for the three months ended September 30, 2008 from the three months ended September 30, 2007. This decrease is primarily the result of lower interest rates in the third quarter of 2008 compared to third quarter of 2007.

Interest expense for the three months ended September 30, 2008 increased $1.9 million from the three months ended September 30, 2007. This increase is primarily due to interest and fees due on debt and credit facilities outstanding during the three months ended September 30, 2008 as compared to the three months ended September 30, 2007, offset by a gain on derivative instruments that we acquired in the Optasite acquisition. Specifically, during the three months ended September 30, 2008, we had $550.0 million of 1.875% convertible senior notes outstanding, paid fees and interest on borrowings under our senior secured revolving credit facility, which we entered into in January 2008, and assumed the $150 million fully-drawn Optasite credit facility in September 2008.

Amortization of deferred financing fees increased by $1.0 million for the three months ended September 30, 2008 as compared to the three months ended September 30, 2007. This increase was due to the amortization of fees relating to the senior secured revolving credit facility entered into during the first quarter of 2008 and the $550.0 million principal amount of 1.875% convertible senior notes issued in May 2008.

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Loss from write-off of deferred financing fees and extinguishment of debt for the three months ended September 30, 2008 was $0.4 million. This loss is due to the write-off of deferred financing fees related to the reduction in the aggregate commitment of the lenders under the senior secured revolving credit Facility as a result of Lehman Brother Commercial Paper Inc.’s default of its funding obligations under our senior secured revolving credit facility. See discussion in Note 9 in the Condensed Notes to Consolidated Financial Statements for more information.

Other expense includes an other-than-temporary impairment charge on short-term investments of $0.5 million for the three months ended September 30, 2008 associated with our investments in auction rate securities. See discussion in “Liquidity and Capital Resources” below as well as Note 3 in the Condensed Notes to Consolidated Financial Statements for more information on our investment in auction rate securities and this other-than-temporary impairment charge.

Adjusted EBITDA:

Adjusted EBITDA was $66.9 million for the three months ended September 30, 2008 as compared to $52.8 million for the three months ended September 30, 2007. The increase of $14.1 million is primarily the result of increased segment operating profit from our site leasing segment. We reconcile this measure and provide other Regulation G disclosures in this quarterly report in the section entitled Non-GAAP Financial Measures.

Net Loss:

Net loss was $16.4 million for the three months ended September 30, 2008 as compared to $17.5 million for the three months ended September 30, 2007. The decrease of $1.1 million is primarily the result of the increase in depreciation, accretion and amortization expense, interest expense, amortization of deferred financing fees and a decrease in site development revenues offset by an increase in site leasing revenues.

Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

Revenues:

	For the nine months ended September 30,
	2008		Percentage of Revenues		2007		Percentage of Revenues		Dollar Change			Percentage Change
	(in thousands, except for percentages)
Site leasing	$	283,620	83.3	%	$	237,100	79.2	%	$	46,520		19.6	%
Site development consulting		14,081	4.1	%		17,947	6.0	%		(3,866	)	(21.5	)%
Site development construction		42,824	12.6	%		44,251	14.8	%		(1,427	)	(3.2	)%
Total revenues	$	340,525	100.0	%	$	299,298	100.0	%	$	41,227		13.8	%

Site leasing revenues increased $46.5 million due to an increase in the number of tenants and the amount of equipment added to our historical towers and from revenue generated by the towers that we acquired or constructed subsequent to September 30, 2007. As of September 30, 2008, we had 18,381 tenants as compared to 14,781 tenants at September 30, 2007. Additionally, we have experienced, on average, higher rents per tenant due to higher rents from new tenants, higher rents upon renewals by existing tenants and higher rents from additional equipment added by existing tenants.

Site development consulting and construction revenues decreased $5.3 million as a result of a lower volume of work in the first nine months of 2008, as well as a wind down of certain of our prior contracts from the larger wireless service providers compared to the same period of 2007.

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Operating Expenses:

	For the nine months ended September 30,
	2008		2007		Dollar Change			Percentage Change
	(in thousands)
Cost of revenues (exclusive of depreciation, accretion and amortization):
Site leasing	$	69,367	$	66,185	$	3,182		4.8	%
Site development consulting		11,510		14,118		(2,608	)	(18.5	)%
Site development construction		40,727		40,065		662		1.7	%
Selling, general and administrative		35,536		33,691		1,845		5.5	%
Depreciation, accretion and amortization		149,331		124,892		24,439		19.6	%
Total operating expenses	$	306,471	$	278,951	$	27,520		9.9	%

Site leasing cost of revenues increased $3.2 million primarily as a result of the growth in the number of towers owned by us, which was 7,484 at September 30, 2008 up from 6,026 at September 30, 2007 offset by the positive impact of our ground lease purchase program.

Site development cost of revenues decreased $1.9 million primarily due to the decline in the volume of work performed for Sprint during the nine months ended September 30, 2008 as compared to the same period in the prior year.

Selling, general and administrative expenses increased $1.9 million as a result of a $0.9 million one-time severance expense related to the departure of our former Chief Financial Officer and also an increase in salaries, benefits and other employee related expenses resulting primarily from a higher number of employees, and non-cash compensation expense that we recognized in the first nine months of 2008 in accordance with SFAS 123R, as compared to the comparable period in 2007.

Depreciation, accretion and amortization expense increased $24.4 million to $149.3 million for the nine months ended September 30, 2008 from $124.9 million for the nine months ended September 30, 2007 due to an increase in the number of towers and associated intangible assets we owned at September 30, 2008 compared to those owned at September 30, 2007.

Operating Income:

Operating income was $34.1 million for the nine months ended September 30, 2008 as compared to $20.3 million for the nine months ended September 30, 2007. The increase of $13.8 million is primarily the result of higher site leasing revenues without a commensurate increase in cost of revenues, offset by an increase in selling, general and administrative expenses and depreciation, accretion and amortization expense.

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Segment Operating Profit:

	For the nine months ended September 30,
	2008		2007		Dollar Change			Percentage Change
	(in thousands)
Segment operating profit:
Site leasing	$	214,253	$	170,915	$	43,338		25.4	%
Site development consulting		2,571		3,829		(1,258	)	(32.9	)%
Site development construction		2,097		4,186		(2,089	)	(49.9	)%
Total	$	218,921	$	178,930	$	39,991		22.4	%

The increase in site leasing segment operating profit of $43.3 million is primarily related to additional revenue generated by the number of towers acquired and constructed after September 30, 2007, as well as additional revenue from the increased number of tenants and tenant equipment on our sites in the first nine months of 2008 compared to the same period of 2007, control of our site leasing cost of revenue and the positive impact of our ground lease purchase program. We reconcile segment operating profit and provide other Regulation G disclosures in this quarterly report in the section entitled Non-GAAP Financial Measures.

Other Income (Expense):

	For the nine months ended September 30,
	2008			2007			Dollar Change			Percentage Change
	(in thousands)
Interest income	$	5,574		$	7,528		$	(1,954	)	(26.0	)%
Interest expense		(73,898	)		(69,336	)		(4,562	)	6.6	%
Amortization of deferred financing fees		(8,659	)		(6,259	)		(2,400	)	38.3	%
Loss from write-off of deferred financing fees and extinguishment of debt		(414	)		(431	)		17		(3.9	)%
Other expense		(5,412	)		(114	)		(5,298	)	4,647.4	%
Total other expense	$	(82,809	)	$	(68,612	)	$	(14,197	)	20.7	%

Interest income decreased $2.0 million for the nine months ended September 30, 2008 from the nine months ended September 30, 2007. This decrease is primarily the result of lower interest rates in the first nine months of 2008 compared to the first nine months of 2007.

Interest expense for the nine months ended September 30, 2008 increased $4.6 million from the nine months ended September 30, 2007. This increase is primarily due to interest and fees due on debt and credit facilities outstanding during the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007, offset by a gain on derivative instruments that we acquired in the Optasite acquisition. Specifically, we issued $550.0 million of 1.875% convertible senior notes in May 2008, paid fees and interest on borrowings under our senior secured revolving credit facility, which we entered into in January 2008, and assumed the Optasite credit facility in September 2008.

Amortization of deferred financing fees increased by $2.4 million for the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007. This increase was due to the amortization of fees relating to the senior secured revolving credit facility entered into the first quarter of 2008 and the $550.0 million principal amount of 1.875% convertible senior notes issued in May 2008.

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Loss from write-off of deferred financing fees and extinguishment of debt for the nine months ended September 30, 2008 was $0.4 million due to the write-off of deferred financing fees related to the reduction in the aggregate commitment of the lenders under the senior secured revolving credit facility as a result of LCPI’s default of its funding obligations. See discussion in Note 9 to the Condensed Notes to Consolidated Financial Statements for more information. Loss from write-off of deferred financing for the nine months ended September 30, 2007 was $0.4 million associated with the termination of our prior senior revolving credit facility in April 2007.

Other expense includes an other-than-temporary impairment charge on investments of $5.5 million for the nine months ended September 30, 2008 associated with our investments in auction rate securities. See discussion in “Liquidity and Capital Resources” below as well as Note 3 to the Condensed Notes to Consolidated Financial Statements for more information on our investment in auction rate securities and this other-than-temporary impairment charge.

Adjusted EBITDA:

Adjusted EBITDA was $191.9 million for the nine months ended September 30, 2008 as compared to $153.3 million for the nine months ended September 30, 2007. The increase of $38.6 million is primarily the result of increased segment operating profit from our site leasing segment. We reconcile this measure and provide other Regulation G disclosures in this quarterly report in the section entitled Non-GAAP Financial Measures.

Net Loss:

Net loss was $49.4 million for the nine months ended September 30, 2008 as compared to $49.0 million for the nine months ended September 30, 2007. The increase of $0.4 million is primarily the result of the increase in depreciation, accretion and amortization expense, interest expense, amortization of deferred financing fees and other expense offset by an increase in site leasing segment operating profit.

LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation (“SBA Communications”) is a holding company with no business operations of its own. SBA Communication’s only significant asset is the outstanding capital stock of SBA Telecommunications, Inc. (“Telecommunications”) which is also a holding company that owns the outstanding capital stock of SBA Infrastructure Holdings I, Inc. (“Infrastructure” formerly known as Optasite) and SBA Senior Finance, Inc. (“SBA Senior Finance”). SBA Senior Finance directly or indirectly, owns the equity interest in substantially all of our non-Optasite subsidiaries. We conduct all of our business operations through our SBA Senior Finance subsidiaries, primarily the borrowers under the mortgage loan underlying the CMBS Certificates, SBA Senior Finance II LLC and Infrastructure. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.

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A summary of our cash flows is as follows:

	For the three months ended September 30, 2008			For the nine months ended September 30, 2008
	(in thousands)
Summary cash flow information:
Cash provided by operating activities	$	53,998		$	134,109
Cash used in investing activities		(45,952	)		(329,055	)
Cash provided by financing activities		223,839			563,829
Increase in cash and cash equivalents		231,885			368,883
Cash and cash equivalents, June 30, 2008 and December 31, 2007		207,270			70,272
Cash and cash equivalents, September 30, 2008	$	439,155		$	439,155

Sources of Liquidity

We fund our growth, including our tower portfolio growth, through cash flows from operations, long-term indebtedness and equity issuances.

Cash provided by operating activities was $54.0 million for the three months ended September 30, 2008 as compared to $28.9 million for the three months ended September 30, 2007. This increase was primarily the result of an increase in the segment operating profit from the site leasing segment.

On September 16, 2008, in connection with the acquisition of Optasite, we assumed Optasite’s fully drawn $150 million Senior Credit Facility, which we refer to as the Optasite Credit Facility. At the time of the acquisition, the Optasite Credit Facility consisted of a fully drawn $150 million loan which is secured by all of the property and interest in property of Optasite Towers and is guaranteed by Optasite. Interest on the Optasite Credit Facility accrues at one month Eurodollar Rate plus 165 basis points and interest is paid monthly. Commencing November 1, 2008, we will begin paying an amount equal to the monthly percentage share of the aggregate outstanding principal amount of the Optasite Credit Facility based on a twenty-five year amortization and the facility cannot be re-drawn. The Optasite Credit Facility matures on November 1, 2010, when the remaining principal will be due in full. The material terms of the Optasite Credit Facility are described below under “Debt Instruments – Optasite Credit Facility.” As of September 30, 2008, there was $150.0 million outstanding under the Optasite Credit Facility which was recorded at its estimated fair value of $147.0 million.

On May 16, 2008, we issued $550.0 million of our 1.875% Convertible Senior Notes due in 2013, which we refer to as the 1.875% Notes. Semi-annual interest payments on the 1.875% Notes are due each May 1 and November 1, beginning November 1, 2008. The maturity date of the 1.875% Notes is May 1, 2013. The 1.875% Notes are convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 24.1196 shares per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008. The net proceeds from the 1.875% Note offering were approximately $536.8 million after deducting discounts, commissions and expenses. A portion of the net proceeds from the sale of the 1.875% Notes was used to repurchase and retire approximately 3.47 million shares of our Class A common stock at a price of $34.55 per share, or approximately $120.0 million. A portion of the net proceeds from the sales of the 1.875% Notes and the warrants (see Note 9 in Condensed Notes to Consolidated Financial Statements) was used to pay for the cost of the convertible note hedge transactions, repay approximately $235.0 million drawn under the senior secured revolving credit facility, to finance future acquisitions of complementary businesses, the future acquisition or construction of towers and the purchase or extension

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of leases of land underlying our towers, future stock repurchases and for general corporate purposes. The remainder of the net proceeds from the sale of the 1.875% Notes and the warrant transactions is invested in cash equivalents.

SBA Senior Finance is the borrower on a senior secured revolving credit facility, which was originally entered into in January 2008. The aggregate commitment of the senior secured credit facility is currently $285 million. The facility may be borrowed, repaid and redrawn, subject to compliance with certain covenants. Proceeds available under the facility may only be used for the construction or acquisition of towers and for ground lease buyouts. Amounts borrowed under the facility will accrue interest at Libor plus a margin that ranges from 150 basis points to 300 basis points or at a Base Rate plus a margin that ranges from 50 basis points to 200 basis points, in each case based on consolidated total debt to SBA Senior Finance’s annualized EBITDA ratio (calculated excluding the impact from the borrowers under the mortgage loan underlying the CMBS Certificates). The material terms of the senior secured revolving credit facility are described below under “Debt Instruments – Senior Secured Revolving Credit Facility.” As of September 30, 2008, availability under the credit facility was approximately $59.6 million and $225.4 million was outstanding.

Registration Statements

In connection with our acquisitions, we have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or companies that provide related services. During the three months ended September 30, 2008, we issued approximately 0.4 million shares of Class A common stock under this registration statement for the acquisition of towers. As of September 30, 2008, we had approximately 2.9 million shares of Class A common stock remaining under this shelf registration statement.

On April 14, 2006, we filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables us to issue shares of our Class A common stock, shares of preferred stock, which may be represented by depositary shares, unsecured senior, senior subordinated or subordinated debt securities, and warrants to purchase any of these securities. Under the rules governing automatic shelf registration statements, we will file a prospectus supplement and advise the Commission of the amount and type of securities each time we issue securities under this registration statement.

Uses of Liquidity

Our principal use of liquidity is cash capital expenditures associated with the growth of our tower portfolio. Our cash capital expenditures, including cash used for acquisitions, for the three months ended September 30, 2008 were $45.9 million. The $45.9 million included cash capital expenditures of $31.3 million that we incurred in connection with the acquisition of 567 completed towers and earnouts paid associated with previous acquisitions, net of related prorated rental receipts and payments. The $45.9 million also includes $5.8 million related to new tower construction, $1.4 million for tower maintenance capital expenditures, $2.1 million for augmentations and tower upgrades, $0.6 million for general corporate expenditures and $4.7 million for ground lease purchases. The $5.8 million of new tower construction included costs associated with the completion of 22 towers during the three months ended September 30, 2008 and cost incurred on sites currently in process.

Our cash capital expenditures, including cash used for acquisitions, for the nine months ended September 30, 2008, were $369.1 million. The $369.1 million included cash capital expenditures of $329.2 million that we incurred in connection with the acquisition of 1,210 completed towers and earnouts paid associated with previous acquisitions, net of related prorated rental receipts and payments. The $369.1 million also includes $17.5 million related to new tower construction, $3.7 million for tower

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maintenance capital expenditures, $4.5 million for augmentations and tower upgrades, $1.0 million for general corporate expenditures and $13.2 million for ground lease purchases. The $17.5 million of new tower construction included costs associated with the completion of 60 new towers during the nine months ended September 30, 2008 and costs incurred on sites currently in process.

During October 2008, we consummated privately negotiated exchanges of stock for outstanding 0.375% Notes in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. Pursuant to these exchanges we issued 2,735,000 shares of our Class A common stock in exchange for $60.5 million in principal amount of 0.375% Notes, for an effective share price against principal indebtedness repurchased of $22.12. We also repurchased $88.0 million in principal amount of 0.375% Notes for $64.9 million in cash. The notes repurchased represent 42.4% of the original $350 million principal amount of 0.375% Notes issued. From time to time, in order to optimize our liquidity and leverage and take advantage of certain market opportunities, we have and may in the future repurchase, for cash or equity, our outstanding indebtedness, including our 0.375% Convertible Notes due 2010, our 1.875% Convertible Senior Notes due 2013 and our 2005 and 2006 collateralized mortgage backed securities, in privately-negotiated transactions or in open market transactions.

In order to manage our leverage position and/or to ensure continued compliance with our financial covenants, we may decide to pursue a variety of other financial transactions. These transactions may include the issuance of additional indebtedness, the repurchase of outstanding indebtedness for cash or equity, selling certain assets or lines of business, issuing common stock or securities convertible into shares of common stock, or pursuing other financing alternatives, including securitization transactions. If either our debt repurchases or exchanges or any of the other financial transactions are implemented, these actions could materially impact the amount and composition of indebtedness outstanding, increase our interest expense and/or dilute our existing shareholders. We cannot assure you that we will not implement any of these strategies or that, if implemented, these strategies could be implemented on terms favorable to us and our shareholders.

We currently expect to incur cash capital expenditures associated with tower maintenance and general corporate expenditures of $6.7 million to $7.7 million during 2008. Based upon our current plans, we expect discretionary cash capital expenditures during 2008 to be at least $579.3 million to $589.3 million. Primarily, these cash capital expenditures relate to the 80 to 90 towers we intend to build in 2008, ground lease purchases and our 2008 tower acquisition plans, including as of November 3, 2008, the 340 towers, 5 distributed antenna systems (“DAS) networks and 5 managed sites acquired since September 30, 2008. We estimate we will incur approximately $1,000 per tower per year for non-discretionary capital improvements or modifications to our towers.

Based on the current state of the credit markets, during 2009 we expect to limit our cash capital expenditures to (1) non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures, which we expect to be in the range of $6 million to $9 million in 2009, and (2) discretionary cash capital expenditures primarily associated with the 80 to 100 towers we intend to build in 2009, tower augmentations and ground lease purchases, which we expect to be in the range of $25 million to $50 million in 2009. In the interim, we may pursue limited tower acquisitions for stock when we can do so on an immediately accretive basis and the acquisition otherwise meets our investment returns and criteria.

All of these planned cash capital expenditures are expected to be funded by cash on hand, cash flow from operations and borrowings under the senior secured revolving credit facility. The exact amount of our future capital expenditures will depend on a number of factors including amounts necessary to support our tower portfolio, our new tower build and tower acquisition program, and our ground lease purchase program.

Debt Service Requirements

At September 30, 2008, we had $405.0 million outstanding of Initial CMBS Certificates. The Initial CMBS Certificates have an anticipated repayment date of November 9, 2010. Interest on the Initial CMBS Certificates is payable monthly at a weighted average annual fixed coupon rate of 5.6%. Based on the amounts outstanding at September 30, 2008, annual debt service on the Initial CMBS Certificates will be $22.7 million.

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At September 30, 2008, we had $1.15 billion outstanding of Additional CMBS Certificates. The Additional CMBS Certificates have an anticipated repayment date of November 9, 2011. Interest on the Additional CMBS Certificates is payable monthly at a weighted average annual fixed coupon rate of 6.0%. Based on the amounts outstanding at September 30, 2008, annual debt service on the Additional CMBS Certificates will be $68.9 million.

At September 30, 2008, we had $350.0 million outstanding of 0.375% Notes. The 0.375% Notes have a maturity date of December 1, 2010. Interest on the 0.375% Notes is payable semi-annually each June 1 and December 1 at an annual rate of 0.375%. In October 2008, we repurchased $148.5 million of our 0.375% Notes. Annual debt service on the remaining outstanding balance of $201.5 million will be $0.8 million.

At September 30, 2008, we had $550.0 million outstanding of 1.875% Notes. The 1.875% Notes have a maturity date of May 1, 2013. Interest on the 1.875% Notes is payable semi-annually each May 1 and November 1 at an annual rate of 1.875%. Based on the amounts outstanding at September 30, 2008, annual debt service on the 1.875% Notes will be $10.3 million.

At September 30, 2008, we had $225.4 million outstanding under our senior secured revolving credit facility. Amounts borrowed under the facility accrue interest at LIBOR plus a margin that ranges from 150 basis points to 300 basis points or at a Base Rate (as defined in the Senior Credit Agreement) plus a margin that ranges from 50 basis points to 200 basis points. The facility will terminate and we will repay all amounts outstanding on the earlier of (i) the third anniversary of January 18, 2008 and (ii) the date which is three months prior to (x) the final maturity date of the 0.375% Notes (or any instrument that refinances the 0.375% Notes) or (y) the anticipated repayment date (November 9, 2010) of the Initial CMBS Certificates (or any other refinancing of these instruments). At the termination date, each lender under the facility may, in its sole discretion and upon request by us, extend the maturity date of the facility for one additional year. In addition, we had approximately $0.1 million of letters of credit posted against the availability of this facility at September 30, 2008. Based on the outstanding amount and rates in effect at September 30, 2008, we estimate our annual debt service will be approximately $10.6 million.

At September 30, 2008, we had $150.0 million outstanding under our Optasite Credit Facility assumed in the Optasite acquisition which was recorded at its estimated fair value of $147.0 million. Interest on the Optasite Credit Facility accrues at the one month Eurodollar Rate plus 165 basis points and interest is paid monthly. Commencing November 1, 2008, we will begin paying an amount equal to the monthly percentage share of the aggregate outstanding principal amount of the Optasite Credit Facility based on a twenty-five year amortization and the facility cannot be re-drawn. The Optasite Credit Facility matures on November 1, 2010, when the remaining principal will be due in full. Based on the outstanding amount and rates in effect at September 30, 2008, we estimate our annual debt service will be approximately $6.2 million.

As of September 30, 2008, we believe that our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

Debt Instruments

CMBS Certificates

On November 18, 2005, SBA CMBS-1 Depositor LLC (the “Depositor”), an indirect subsidiary of ours, sold in a private transaction $405.0 million of Initial CMBS Certificates issued by SBA CMBS Trust (the “Trust”).

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The Initial CMBS Certificates consist of five classes, all of which are rated investment grade with a principal balance and annual pass-through interest rate as indicated in the table below:

Subclass	Initial Subclass Principal Balance		Annual Pass- through Interest Rate
	(in thousands)
2005-1A	$	238,580	5.369	%
2005-1B		48,320	5.565	%
2005-1C		48,320	5.731	%
2005-1D		48,320	6.219	%
2005-1E		21,460	6.706	%
Total	$	405,000	5.608	%

The weighted average annual fixed coupon interest rate of the Initial CMBS Certificates is 5.6%, payable monthly, and the effective weighted average annual fixed interest rate is 4.8% after giving effect to a settlement of two interest rate swap agreements entered into in contemplation of the transaction. The Initial CMBS Certificates have an anticipated repayment date of November 2010 with a final repayment date in 2035. The proceeds of the Initial CMBS Certificates were primarily used to purchase the prior senior credit facility of SBA Senior Finance, Inc. and to fund reserves and pay expenses associated with the offering.

On November 6, 2006, the Depositor sold in a private transaction $1.15 billion of Additional CMBS Certificates issued by the Trust. The Additional CMBS Certificates consist of nine classes with a principal balance and annual pass-through interest rate as indicated in the table below:

Subclass	Initial Subclass Principal Balance		Annual Pass- through Interest Rate
	(in thousands)
2006-1A	$	439,420	5.314	%
2006-1B		106,680	5.451	%
2006-1C		106,680	5.559	%
2006-1D		106,680	5.852	%
2006-1E		36,540	6.174	%
2006-1F		81,000	6.709	%
2006-1G		121,000	6.904	%
2006-1H		81,000	7.389	%
2006-1J		71,000	7.825	%
Total	$	1,150,000	5.993	%

The weighted average annual fixed interest rate of the Additional CMBS Certificates is 6.0%, payable monthly, and the effective weighted average annual fixed interest rate is 6.3% after giving effect to the settlement of the nine interest rate swap agreements entered into in contemplation of the transaction. The Additional CMBS Certificates have an anticipated repayment date of November 2011 with a final repayment date in 2036. The proceeds of the Additional CMBS Certificates were primarily used to repay the bridge loan incurred in connection with the acquisition of AAT and to fund required reserves and expenses associated with the Additional CMBS Transaction.

The assets of the Trust, which issued both the Initial CMBS Certificates and the Additional CMBS Certificates, consist of a non-recourse mortgage loan initially made in favor of SBA Properties as the initial borrower. In connection with the Additional CMBS Certificates, each of SBA Sites, Inc., SBA Structures, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc. and SBA Towers USVI, Inc. (the “Additional Borrowers” and collectively with SBA Properties, Inc., the “Borrowers”) were added as additional borrowers under the mortgage loan and the principal amount of the mortgage loan was increased by $1.15 billion to an aggregate of $1.56 billion. The mortgage loan consists of multiple tranches, or components,

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each of which has terms that are identical to the subclass of CMBS Certificates to which it relates. The Borrowers are special purpose vehicles which exist solely to hold the towers which are subject to the securitization.

The mortgage loan is to be paid from the operating cash flows from the aggregate 4,970 towers owned by the Borrowers (the “CMBS Towers”). Subject to certain limited exceptions described below, no payments of principal will be required to be made for the components of the mortgage loan corresponding to the Initial CMBS Certificates prior to the monthly payment date in November 2010, which is the anticipated repayment date for the components of the mortgage loan corresponding to the Initial CMBS Certificates, and no payments of principal will be required to be made for the components of the mortgage loan corresponding to the Additional CMBS Certificates prior to the monthly payment date in November 2011, which is the anticipated repayment date for the components of the mortgage loan corresponding to the Additional CMBS Certificates.

The Borrowers may prepay the mortgage loan in whole or in part at any time prior to November 2010 for the components of the mortgage loan corresponding to the Initial CMBS Certificates and November 2011 for the components of the mortgage loan corresponding to the Additional CMBS Certificates upon payment of the applicable prepayment consideration. The prepayment consideration is determined per class and consists of an amount equal to the excess, if any, of (1) the present value on the date of prepayment of all future installments of principal and interest required to be paid from the date of prepayment to and including the first due date that is nine months prior to the anticipated repayment date, assuming the entire unpaid principal amount of such class is required to be paid, over (2) that portion of the principal balance of such class prepaid on the date of such prepayment. If the prepayment occurs (i) within nine months of the anticipated repayment date, (ii) with proceeds received as a result of any condemnation or casualty of the Borrowers’ sites or (iii) during an amortization period, no prepayment consideration is due. The entire unpaid principal balance of the mortgage loan components corresponding to the Initial CMBS Certificates will be due in November 2035 and those corresponding to the Additional CMBS Certificates will be due in November 2036. However, to the extent that the full amount of the mortgage loan component corresponding to the Initial CMBS Certificates or the amount of the mortgage loan component corresponding to the Additional CMBS Certificates are not fully repaid by their respective anticipated repayment dates, the interest rate of each component would increase by the greater of (i) 5% or (ii) the amount, if any, by which the sum of (x) the ten-year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) five percent (5%), exceeds the original interest rate for such component. In addition, to the extent that the full amount of the mortgage loan components are not repaid on their respective anticipated repayment dates, excess cash flow (as defined below) will be applied to payment of the principal amount of the relevant mortgage loan. The mortgage loan may be defeased in whole at any time prior to the anticipated repayment date.

The mortgage loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the tower sites and their operating cash flows, (2) a security interest in substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under the management agreement they entered into with SBA Network Management, Inc. (“SBA Network Management”) relating to the management of the Borrowers’ tower sites by SBA Network Management pursuant to which SBA Network Management arranges for the payment of all operating expenses and the funding of all capital expenditures out of amounts on deposit in one or more operating accounts maintained on the Borrowers’ behalf, (4) the Borrowers’ rights under certain site management agreements, (5) the Borrowers’ rights under certain tenant leases, (6) the pledge by SBA CMBS-1 Guarantor LLC and SBA CMBS-1 Holdings, LLC of equity interests of the initial borrower and SBA CMBS-1 Guarantor LLC, (7) the various deposit accounts and collection accounts of the Borrowers and (8) all proceeds of the foregoing. For each calendar month, SBA Network Management is entitled to receive a management fee equal to 7.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

In connection with the issuance of the CMBS Certificates, we established a deposit account into which all rents and other sums due on the CMBS Towers are directly deposited by the lessees and are held by the trustee. The funds in this deposit account are used to fund a restricted cash amount, which

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represents the cash held in escrow pursuant to the mortgage loan governing the CMBS Certificates to fund certain reserve accounts for the payment of debt service costs, ground rents, real estate and personal property taxes, insurance premiums related to tower sites, trustee and service expenses, and to reserve a portion of advance rents from tenants on the 4,970 tower sites. Based on the terms of the CMBS Certificates, all rental cash receipts each month are restricted and held by the indenture trustee. The monies held by the indenture trustee are classified as restricted cash on our Consolidated Balance Sheets. The monies held by the indenture trustee in excess of required reserve balances are subsequently released to the Borrowers on or before the 15^th calendar day following month end. However, if the debt service coverage ratio, defined as the Net Cash Flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers will be required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30 times or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow”, will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time as the debt service coverage ratio exceeds 1.15 times for a calendar quarter. As of September 30, 2008, the debt service coverage ratio, as defined by the mortgage loan agreement, was 2.49x.

0.375% Convertible Senior Notes due 2010

On March 26, 2007 we issued $350.0 million of our 0.375% Convertible Senior Notes due 2010. Interest is payable semi-annually on June 1 and December 1. The maturity date of the 0.375% Notes is December 1, 2010. The 0.375% Notes are convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 29.7992 shares of Class A common stock per $1,000 principal amount of 0.375% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $33.56 per share or a 19% conversion premium based on the last reported sale price of $28.20 per share of Class A common stock on the Nasdaq Global Select Market on March 20, 2007, the purchase agreement date. The 0.375% Notes are only convertible under the following circumstances:

• during any calendar quarter commencing at any time after June 30, 2007 and only during such calendar quarter, if the last reported sale price of our Class A common stock for at least 20 trading days during the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter;

• during the five business day period after any 10 consecutive trading day period in which the trading price of a 0.375% Note for each day in the measurement period was less than 95% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate;

• if specified distributions to holders of our Class A common stock are made or specified corporate transactions occur; and

• at any time on or after October 12, 2010.

Upon conversion, we have the right to settle the conversion of each $1,000 principal amount of 0.375% Notes with any of the three following alternatives, at our option: delivery of (1) 29.7992 shares of our Class A common stock, (2) cash equal to the value of 29.7992 shares of our Class A common stock calculated at the market price per share of our Class A common stock at the time of conversion or (3) a combination of cash and shares of our Class A common stock.

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Concurrently with the pricing of the 0.375% Notes, we entered into convertible note hedge transactions whereby we purchased from affiliates of two of the initial purchasers of the 0.375% Notes, an option covering 10,429,720 shares of our Class A common stock at an initial price of $33.56 per share. Separately and concurrently with the pricing of the 0.375% Notes, we entered into warrant transactions whereby we sold to affiliates of two of the initial purchasers of the 0.375% Notes warrants to acquire 10,429,720 shares of our Class A common stock at an initial exercise price of $55.00 per share. The convertible note hedge transactions and the warrant transactions, taken as a whole, effectively increase the conversion price of the 0.375% Notes from $33.56 per share to $55.00 per share. As we cannot determine when, or whether, the 0.375% Notes will be converted, the convertible note hedge transactions and the warrant transactions, taken as a whole, minimize the dilution risk associated with early conversion of the 0.375% Notes until such time that our Class A common stock is trading at a price above $55.00 per share (the upper strike of the warrants).

During October 2008, we consummated privately negotiated exchanges of stock for outstanding 0.375% Notes in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. Pursuant to these exchanges we issued 2,735,000 shares of the Company’s Class A common stock in exchange for $60.5 million in principal amount of 0.375% Notes, for an effective share price against principal indebtedness repurchased of $22.12. In addition, we also repurchased $88.0 million in principal amount of 0.375% Notes for $64.9 million in cash. The notes repurchased represent 42.4% of the original $350 million principal amount of 0.375% Notes issued.

1.875% Convertible Senior Notes due 2013

On May 16, 2008 we issued $550.0 million of our 1.875% Convertible Senior Notes due 2013. Interest is payable semi-annually on May 1 and November 1, beginning November 1, 2008. The maturity date of the 1.875% Notes is May 1, 2013. The 1.875% Notes are convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date. The 1.875% Notes are only convertible under the following circumstances:

• during any calendar quarter commencing at any time after June 30, 2008 and only during such calendar quarter, if the last reported sale price of our Class A common stock for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last trading day of such preceding calendar quarter;

• during the five business day period after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 1.875% Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate;

• if specified distributions to holders of our Class A common stock are made or specified corporate transactions occur; and

• at any time on or after February 19, 2013.

Upon conversion, we have the right to settle the conversion of each $1,000 principal amount of 1.875% Notes with any of the three following alternatives, at our option: delivery of (1) 24.1196 shares of our Class A common stock, (2) cash equal to the value of 24.1196 shares of our Class A common stock calculated at the market price per share of our Class A common stock at the time of conversion or (3) a combination of cash and shares of our Class A common stock.

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Concurrently with the pricing of the 1.875% Notes, we entered into convertible note hedge transactions originally covering 13,265,780 shares of our Class A common stock at an initial price of $41.46 per share. Separately and concurrently with the pricing of the 1.875% Notes, we entered into warrant transactions whereby we sold warrants to each of the hedge counterparties to acquire 13,265,780 shares of our Class A common stock at an initial exercise price of $67.37 per share. The convertible note hedge transactions and the warrant transactions, taken as a whole, effectively increase the conversion price of the 1.875% Notes from $41.46 per share to $67.37 per share. As we cannot determine when, or whether, the 1.875% Notes will be converted, the convertible note hedge transactions and the warrant transactions, taken as a whole, minimize the dilution risk associated with early conversion of the 1.875% Notes until such time that our Class A common stock is trading at a price above $67.37 per share (the upper strike of the warrants).

One of the convertible note hedge transactions entered into in connection with the 1.875% Notes was with Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”). The convertible note hedge transaction with Lehman Derivatives covers 55% of the 13,265,780 shares of Company Class A common stock potentially issuable upon conversion of the 1.875% Notes. On October 5, 2008, Lehman Derivatives filed a motion for protection under Chapter 11 of the United States Bankruptcy Code. The filing by Lehman Derivatives of a voluntary Chapter 11 bankruptcy petition constituted an “event of default” under the convertible note hedge transaction with Lehman Derivatives. We are carefully monitoring the developments affecting Lehman Derivatives and we may, among other things, terminate the convertible note hedge transaction with Lehman Derivatives.

The net cost of the convertible note hedge transaction with Lehman Derivatives was taken directly to Additional Paid in Capital and thus is not expected to have an impact on our consolidated balance sheet. However, we could incur significant costs to replace this hedge transaction if we elect to do so. If we do not elect to replace the convertible note hedge transaction, then we will be subject to potential dilution upon conversion of the 1.875% Notes, if on the date of conversion the per share market price of the Company’s Class A common stock exceeds the conversion price of $41.46.

Senior Secured Revolving Credit Facility

On January 18, 2008, SBA Senior Finance, an indirect wholly-owned subsidiary of SBA Communications, entered into a $285.0 million senior secured revolving credit facility. On March 5, 2008, SBA Senior Finance entered into a new lender supplement in connection with the senior secured revolving credit facility, which increased the commitment from $285.0 million to $335.0 million. In September 2008, we made a drawing request under the senior secured revolving credit facility and Lehman Commercial Paper Inc. (“LCPI”), who was a lender under the senior secured revolving credit facility, did not fund its share of such request. As a result of such failure to fund, SBA delivered a letter to LCPI declaring that LCPI was in default of its obligations under the senior secured revolving credit facility agreement. On October 5, 2008, LCPI filed a motion for protection under Chapter 11 of the United States Bankruptcy Code. LCPI, a subsidiary of Lehman Brothers Holding Inc. originally had committed $50.0 million of the original aggregate of $335.0 million in commitments under the senior secured revolving credit facility. As a result, the aggregate commitment of the senior secured revolving credit facility is currently $285.0 million. No lender within the facility is committed to fund more than $50.0 million.

The senior secured revolving credit facility may be borrowed, repaid and redrawn, subject to compliance with the financial and other covenants in the Senior Credit Agreement. Amounts borrowed under the facility accrue interest at LIBOR plus a margin that ranges from 150 basis points to 300 basis points or at a Base Rate (as defined in the Senior Credit Agreement) plus a margin that ranges from 50 basis points to 200 basis points, in each case based on the Consolidated Total Debt to Annualized Borrower EBITDA ratio (as defined in the Senior Credit Agreement and discussed below). The facility will terminate and SBA Senior Finance will repay all amounts outstanding on the earlier of (i) the third

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anniversary of January 18, 2008 and (ii) the date which is three months prior to (x) the final maturity date of the 0.375% Notes (or any instrument that refinances the 0.375% Notes) or (y) the anticipated repayment date (November 9, 2010) of the Initial CMBS Certificates (or any other refinancing of these instruments). At the termination date, each lender under the facility may, in its sole discretion and upon the request of SBA Senior Finance, extend the maturity date of the facility for one additional year. The proceeds available under the facility may only be used for the construction or acquisition of towers and for ground lease buyouts.

The Senior Credit Agreement requires SBA Senior Finance and SBA Communications to maintain specific financial ratios, including, at the SBA Senior Finance level, a Consolidated Total Debt to Annualized Borrower EBITDA ratio (as defined in the Senior Credit Agreement) that does not exceed 6.9x for any fiscal quarter and an Annualized Borrower EBITDA to Annualized Cash Interest Expense ratio (as defined in the Senior Credit Agreement) of not less than 2.0x for any fiscal quarter. In addition, SBA Communications’ ratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA (as defined in the Senior Credit Agreement) for any fiscal quarter cannot exceed 9.9x. The Senior Credit Agreement also contains customary affirmative and negative covenants that, among other things, limit SBA Senior Finance’s ability to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions or merge or consolidate, or engage in certain asset dispositions, including a sale of all or substantially all of our assets. As of September 30, 2008, we were in full compliance with the financial covenants contained in this agreement.

Upon the occurrence of certain bankruptcy and insolvency events with respect to SBA Communications or certain of our subsidiaries, the revolving credit loans automatically terminate and all amounts due under the Senior Credit Agreement and other loan documents become immediately due and payable. If certain other events of default occur, including failure to pay the principal and interest when due, a breach of the Company’s negative covenants, or failure to perform any other requirement in the Senior Credit Agreement, the Guarantee and Collateral Agreement (as described below) and/or certain other debt instruments, including the CMBS Certificates, then with the permission of a majority of the lenders, the revolving credit commitments will terminate and all amounts due under the Senior Credit Agreement and other loan documents become immediately due and payable.

In connection with the senior secured revolving credit facility, we entered into a Guarantee and Collateral Agreement, pursuant to which SBA Communications, Telecommunications and substantially all of the domestic subsidiaries of SBA Senior Finance which are not Borrowers under the CMBS Certificates guarantee amounts owed under the senior secured revolving credit facility. Amounts borrowed under the senior secured revolving credit facility are secured by a first lien on substantially all of SBA Senior Finance’s assets not previously pledged under the CMBS Certificates and substantially all of the assets, other than leasehold, easement or fee interest in real property, of the guarantors, including SBA Communications and SBA Telecommunications.

On July 18, 2008, SBA Senior Finance, Inc. entered into the First Amendment to the senior secured revolving credit facility to effect the terms of the Agreement and Plan of Merger, dated July 18, 2008, among us, Optasite, and the other parties thereto, which was effective upon the acquisition of Optasite. The First Amendment deletes from the definition of Annualized Borrower EBITDA, any EBITDA generated by Optasite and its subsidiaries to the extent that such entities are not guarantors under the Guarantee and Collateral Agreement, and, to the extent not permitted under the Optasite Credit Facility, (i) excludes Optasite and its subsidiaries from an obligation to become guarantors under the Guarantee and Collateral Agreement and (ii) permits the Company to not pledge any stock or rights that it owns in Optasite or any of its subsidiaries as collateral under the Guarantee and Collateral Agreement.

As of September 30, 2008, we had $225.4 million outstanding under this facility and had approximately $0.1 million of letters of credit posted against the availability of the credit facility outstanding. In addition, as of September 30, 2008, availability under the credit facility was approximately $59.6 million.

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Optasite Credit Facility

On September 16, 2008, in connection with the acquisition of Optasite, we assumed Optasite’s fully drawn $150 million Senior Credit Facility. At the time of the acquisition, the Optasite Credit Facility consisted of a fully drawn $150 million loan which is secured by all of the property and interest in property of Optasite Towers. Interest on the Optasite Credit Facility accrues at one month Eurodollar Rate plus 165 basis points and interest payments are due monthly. Commencing November 1, 2008, we will begin paying an amount equal to the monthly percentage share of the aggregate outstanding principal amount of the Optasite Credit Facility based on a twenty-five year amortization and the facility cannot be re-drawn. The Optasite Credit Facility matures on November 1, 2010, when the remaining principal will be due in full.

The Optasite Credit Facility agreement requires Optasite Towers to maintain specific financial ratios, including that Optasite Towers’ consolidated debt to Aggregate Tower Cash Flow (as defined in the Optasite Credit Facility agreement) be less than 7.0x, that its Debt Service Coverage Ratio (as defined in the Optasite Credit Facility agreement) be more than 1.5x, and that the aggregate amount of Annualized Rents generated from Tenant Leases in respect of rooftop towers does not exceed 5% of Aggregate Annualized Rent. The Optasite Credit Facility agreement also contains customary affirmative and negative covenants that, among other things, limit Optasite Tower’s ability to incur additional indebtedness, grant certain liens, assume certain guarantee obligations, enter into certain mergers or consolidations, including a sale of all or substantially all of its assets, or engage in certain asset dispositions. As of September 30, 2008, we were in full compliance with the financial covenants and the terms of the credit agreement.

Upon the occurrence of certain bankruptcy and insolvency events with respect to Optasite Towers or SBA or any of SBA’s subsidiaries, all amounts due under the Optasite Credit Facility agreement become immediately due and payable. If certain other events of default occur, such as the failure to pay any principal of any loan when due, or are continuing, such as failure to pay interest on any loan when due, failure to comply with the financial ratios, a change of control of SBA or failure to perform under any other Optasite loan document, all amounts due under the Optasite Credit Facility agreement may be immediately due and payable.

As of September 30, 2008, we had $150.0 million outstanding under the Optasite Credit Facility, which was recorded at its estimated fair value of $147.0 million.

Inflation

The impact of inflation on our operations has not been significant to date. However, we cannot assure you that a high rate of inflation in the future will not adversely affect our operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation.

Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The statement is intended to improve financial reporting by identifying a consistent hierarchy for selecting accounting principles to be used in preparing financial statements that are prepared in conformance with generally accepted accounting principles. Unlike Statement on Auditing Standards (SAS) No. 69, “The Meaning of Present Fairly in Conformity With GAAP,” SFAS No. 162 is directed to the entity rather than the auditor. The statement is effective November 15, 2008 and is not expected to have any impact on our consolidated financial condition, results of operations or cash flows.

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In May 2008, the FASB issued FASB Staff Position (“FSP”) Accounting Principles Board (“APB”) 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”. FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (including partial cash settlement) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. Upon adoption, FSP APB 14-1 requires companies to retrospectively apply the requirements of the pronouncement to all periods presented. We are currently evaluating the impact of the adoption of FSP APB 14-1 on our consolidated financial condition, results of operations or cash flows. However, the Company expects that its 0.375% Senior Convertible Notes due 2010 and its 1.875% Senior Convertible Notes due 2013 will be subject to FSP APB 14-1. Consequently, the Company expects that FSP APB 14-1 will have a material impact on its consolidated results of operations beginning in the first quarter of fiscal 2009, as the Company will be required to record higher non-cash interest expense related to its outstanding convertible debt instruments.

In April 2008, the FASB issued FSP FAS No. 142-3, “Determination of the Useful Life of Intangible Assets.” FSP FAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008 and early adoption is prohibited. We are currently evaluating the impact the pending adoption of FSP FAS No. 142-3 will have on our consolidated financial condition, results of operations or cash flows.

In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an Amendment to FASB Statement No. 133.” SFAS No. 161 establishes the disclosure requirements for derivative instruments and hedging activities and expands the disclosure requirements of SFAS No. 133. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We are currently evaluating the impact the adoption of SFAS No. 161 will have on our consolidated financial condition, results of operations or cash flows.

In December 2007, FASB issued SFAS No. 141(R), “Business Combinations” which requires the acquiring entity in a business combination to record all assets acquired and liabilities assumed at their respective acquisition-date fair values and changes other practices under SFAS No. 141, some of which could have a material impact on how we account for business combinations. These changes include, among other things, expensing acquisition costs as incurred as a component of selling, general and administrative expenses. We presently capitalize these acquisition costs as part of the purchase price. SFAS No. 141(R) also requires additional disclosure of information surrounding a business combination, such that users of the entity’s financial statements can fully understand the nature and financial impact of business combinations. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. We are currently evaluating the impact the adoption of SFAS No. 141 (R) will have on our consolidated financial condition, results of operations or cash flows.

In December 2007, FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements” which requires entities to report non-controlling (minority) interests in subsidiaries as equity in the consolidated financial statements. The adoption of SFAS No. 160 is not expected to have a material impact on our consolidated financial condition, results of operations or cash flows.

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In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115,” which provides companies with an option to report selected financial assets and liabilities at their fair values. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 became effective for the Company on January 1, 2008. The adoption of SFAS No. 159 did not have a material impact on our consolidated financial condition, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements,” (“SFAS 157”) which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FSP SFAS No. 157-1 and FSP SFAS No. 157-2. FSP No. 157-1 amends SFAS 157 to exclude SFAS 13 “Accounting for Leases” (“SFAS 13”) and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS 13. FSP SFAS No. 157-2 delays the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This FSP partially defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, or fiscal 2009 for the Company, and interim periods within those fiscal years for items within the scope of this FSP. Effective January 1, 2008, the guidelines of SFAS 157 were applied in recording our short-term investments at their fair market value, which is further discussed in Note 3. At January 1, 2008, the adoption of SFAS 157 did not have a material impact on our consolidated financial condition, results of operations or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments.

The following table presents the future principal payment obligations and interest rates associated with our debt instruments assuming our actual level of indebtedness as of September 30, 2008:

	2008		2009		2010		2011		2012		Thereafter		Total		Fair Value
	(in thousands)
Long-term debt:
Fixed rate CMBS Certificates (1)	$	—	$	—	$	405,000	$	1,150,000	$	—	$	—	$	1,555,000	$	1,371,317
0.375% Convertible Senior Notes (2)	$	—	$	—	$	350,000	$	—	$	—	$	—	$	350,000	$	318,500
1.875% Convertible Senior Notes	$	—	$	—	$	—	$	—	$	—	$	550,000	$	550,000	$	445,500
Senior Secured Revolving Credit Facility	$	—	$	—	$	225,448	$	—	$	—	$	—	$	225,448	$	225,448
Optasite Senior Credit Facility	$	1,000	$	6,000	$	143,000	$	—	$	—	$	—	$	150,000	$	147,000

⁽¹⁾ The anticipated repayment date is November 2010 for the $405,000 of Initial CMBS Certificates and November 2011 for the $1,150,000 Additional CMBS Certificates.

⁽²⁾ The maturity date of the 0.375% Convertible Senior Notes is December 1, 2010. In October 2008, $148.5 million was repurchased.

Our current primary market risk exposure is interest rate risk relating to (1) the impact of interest rate movements on our ability to refinance the CMBS Certificates on their anticipated repayment dates or at maturity at market rates, (2) our ability to meet financial covenants and (3) the interest rate associated with our floating rate loans that are outstanding under the senior secured revolving credit facility and the Optasite senior credit facility. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.

We also face market risk exposure associated with our investment in auction rate securities. The current conditions in the credit markets have resulted in a cumulative other-than-temporary impairment of these securities of $21.0 million as of September 30, 2008. Continued deterioration in the credit and

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equity markets, continued failed auctions or the lack of a developing secondary market may all potentially cause further impairment in the value of these securities or negatively impact our ability to liquidate these securities.

Special Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements concern expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

• our expectations that site leasing revenues will continue to grow as wireless service providers lease additional space on our towers due to increasing minutes of use, network expansion and network coverage requirements;

• our intention to build 80 to 90 new towers in 2008 and 80 to 100 new towers in 2009;

• our belief that our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal capital expenditures;

• our expectations regarding the growth of our cash flows by adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications;

• actions we may pursue to manage our leverage position and ensure continued compliance with our financial covenants including the amount, consideration or price that we may pay in connection with any debt repurchases;

• our estimates regarding our liquidity, sources of liquidity and our ability to fund operations and meet our obligations as they become due;

• our expectations regarding our cash capital expenditures in 2008 and 2009 for maintenance and augmentation and for new tower builds, tower acquisitions and ground lease purchases and our ability to fund such cash capital expenditures;

• our expectations regarding the amount of future expenditures required to maintain, improve and modify our towers;

• our estimates regarding our annual debt service in 2008 and thereafter, and our belief that our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;

• our estimates of the fair value of our auction rate securities; and

• our estimates regarding certain accounting and tax matters, including the adoption of certain accounting pronouncements and the availability of sufficient net operating losses to offset future taxable income.

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These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

• our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations and estimated portfolio growth;

• the ability of our clients to access sufficient capital or their willingness to expend capital to fund network expansion or enhancements;

• our ability to consummate pending acquisitions and transactions;

• our ability to continue to comply with covenants and the terms of our credit instruments;

• our ability to secure as many site leasing tenants as planned, including our ability to retain current leases on towers and deal with the impact, if any, of recent consolidation among wireless service providers;

• our ability to identify towers and land underneath towers that would be attractive to our clients and accretive to our financial results; and to negotiate and consummate agreements to acquire such towers and land;

• our ability to build 80 to 90 towers in 2008;

• our ability to secure and deliver anticipated services business at contemplated margins;

• our ability to identify and successfully consummate actions to manage our leverage position and ensure continued compliance with our financial covenants;

• market conditions that may affect the fair value of our investments and our ability to liquidate these investments;

• our ability to successfully and timely address zoning issues, permitting and other issues that arise in connection with the building of new towers;

• our ability to realize economies of scale from our tower portfolio;

• the business climate for the wireless communications industry in general and the wireless communications infrastructure providers in particular;

• the continued use of towers and dependence on outsourced site development services by the wireless communications industry; and

• our ability to successfully estimate certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient net operating losses to offset taxable income.

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Non-GAAP Financial Measures

This report contains certain non-GAAP measures, including Adjusted EBITDA and Segment Operating Profit information. We have provided below a description of such non-GAAP measures, a reconciliation of such non-GAAP measures to their most directly comparable GAAP measures, an explanation as to why management utilizes these measures, their respective limitations and how management compensates for such limitations.

Adjusted EBITDA

We define Adjusted EBITDA as net loss excluding the impact of net interest expenses (including amortization of deferred financing fees), provision for taxes, depreciation, accretion and amortization, asset impairment and other charges, non-cash compensation, loss from write-off of deferred financing fees and extinguishment of debt, other income and expenses (including in the third quarter of 2008 the $0.5 million other-than-temporary impairment charge on the Company’s auction rate securities), non-recurring acquisition related integration costs associated with the Optasite and Light Tower acquisitions, non-cash leasing revenue and non-cash ground lease expense. In addition, Adjusted EBITDA excludes acquisition related costs which are currently capitalized. We have included this non-GAAP financial measure because we believe this item is an indicator of the performance of our core operations and reflects the changes in our operating results. Adjusted EBITDA is not intended to be an alternative measure of operating income or gross profit margin as determined in accordance with GAAP.

The non-GAAP measurement of Adjusted EBITDA has certain material limitations, including:

• it does not include interest expense. Because we have borrowed money in order to finance our operations, interest expense is a necessary element of our costs and ability to generate profits and cash flows. Therefore, any measure that excludes interest expense has material limitations,

• it does not include depreciation, accretion and amortization expense. Because we use capital assets, depreciation, accretion and amortization expense is a necessary element of our costs and ability to generate profits. Therefore, any measure that excludes depreciation, accretion and amortization expense has material limitations,

• it does not include provision for taxes. Because the payment of taxes is a necessary element of our costs, particularly in the future, any measure that excludes tax expense has material limitations, and

• it does not include non-cash expenses such as asset impairment and other charges, non-cash compensation, other expenses/income, non-cash leasing revenue and non-cash ground lease expense. Because these non-cash items are a necessary element of our costs and our ability to generate profits, any measure that excludes these non-cash items has material limitations.

We compensate for these limitations by using Adjusted EBITDA as only one of several comparative tools, together with GAAP measurements, to assist in the evaluation of our profitability and operating results.

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The reconciliation of Adjusted EBITDA is as follows:

	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
	(in thousands)
Net loss	$	(16,423	)	$	(17,534	)	$	(49,447	)	$	(49,000	)
Interest income		(1,847	)		(3,029	)		(5,574	)		(7,528	)
Interest expense		28,334			25,409			82,557			75,595
Depreciation, accretion and amortization		52,725			42,949			149,331			124,892
Provision for income taxes (1)		684			923			1,672			1,540
Loss from write-off of deferred financing fees and extinguishment of debt		414			—			414			431
Non-cash compensation		1,615			1,595			5,626			5,184
Non-cash leasing revenue		(1,866	)		(2,197	)		(5,704	)		(6,761	)
Non-cash ground lease expense		2,702			4,781			7,535			8,849
Other expense		525			(77	)		5,412			114
Acquisition integration costs		77			—			77			5
Adjusted EBITDA	$	66,940		$	52,820		$	191,899		$	153,321

⁽¹⁾ This amount includes $260 and $381 of franchise taxes reflected in the Consolidated Statement of Operations in selling, general and administrative expenses for the three months ended September 30, 2008 and September 30, 2007, respectively and $980 and $805 for the nine months ended September 30, 2008 and September 30, 2007, respectively.

Segment Operating Profit

Each respective Segment Operating Profit is defined as segment revenues less segment cost of revenues (excluding depreciation, accretion and amortization). Total Segment Operating Profit is the total of the operating profits of the three segments. Segment Operating Profit is, in our opinion, an indicator of the operating performance of our site leasing and site development segments and is used to provide management with the ability to monitor the operating results and margin of each segment, while excluding the impact of depreciation, accretion and amortization, which is largely fixed. Segment Operating Profit is not intended to be an alternative measure of revenue or segment gross profit as determined in accordance with GAAP.

The non-GAAP measurement of Segment Operating Profit has certain material limitations. Specifically this measurement does not include depreciation, accretion and amortization expense. As we use capital assets in our business, depreciation, accretion and amortization expense is a necessary element of our costs and ability to generate profit. Therefore, any measure that excludes depreciation, accretion and amortization expense has material limitations. We compensate for these limitations by using Segment Operating Profit as only one of several comparative tools, together with GAAP measurements, to assist in the evaluation of the operating performance of our segments.

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	Site leasing segment
	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
				(in thousands)
Segment revenue	$	100,506		$	81,038		$	283,620		$	237,100
Segment cost of revenues (excluding depreciation, accretion and amortization)		(24,726	)		(24,395	)		(69,367	)		(66,185	)
Segment operating profit	$	75,780		$	56,643		$	214,253		$	170,915
	Site development consulting segment
	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
	(in thousands)
Segment revenue	$	3,783		$	7,322		$	14,081		$	17,947
Segment cost of revenues (excluding depreciation, accretion and amortization)		(3,164	)		(5,763	)		(11,510	)		(14,118	)
Segment operating profit	$	619		$	1,559		$	2,571		$	3,829
	Site development construction segment
	For the three months ended September 30,						For the nine months ended September 30,
	2008			2007			2008			2007
	(in thousands)
Segment revenue	$	14,367		$	14,841		$	42,824		$	44,251
Segment cost of revenues (excluding depreciation, accretion and amortization)		(14,118	)		(13,494	)		(40,727	)		(40,065	)
Segment operating profit	$	249		$	1,347		$	2,097		$	4,186

60

ITEM 4. CONTROLS AND PROCEDURES

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities and Exchange Act Rules 13a-15(e) and 15d-15(e), as of September 30, 2008. Based on such evaluation, such officers have concluded that, as of September 30, 2008, our disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

61

PART II – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

On September 18, 2008, SBA Communications Corporation (the “Company”) and Jeffrey A. Stoops, the Company’s President and Chief Executive Officer, entered into Amendment No. 1 to the Amended and Restated Employment Agreement (the “Amendment”). The Amendment extends Mr. Stoops’ employment with the Company an additional three years until December 31, 2011.

ITEM 6. EXHIBITS

(a) Exhibits

Exhibit No.	Description
5.1	Opinion of Holland & Knight LLP regarding legality of Class A common stock.
10.35D	Amendment No. 1 to Amended and Restated Employment Agreement, made and entered into as of September 18, 2008, between SBA Communications Corporation and Jeffrey A. Stoops.
10.66A	First Amendment, dated as of July 18, 2008, to the Credit Agreement, dated as of January 18, 2008, among SBA Senior Finance, Inc., as Borrower, the Several Lenders from time to time parties thereto, Toronto Dominion (Texas) LLC, As Administrative Agent and the other agents parties thereto.
10.73	Second Amended and Restated Credit Agreement, made and entered into as of July 18, 2008, among Optasite Towers LLC as borrower, the lenders from time to time party thereto, and Morgan Stanley Asset Funding Inc. as administrative agent and collateral agent.
10.74	Resignation Agreement, made and entered into as of August 26, 2008, between SBA Communications Corporation and Anthony J. Macaione.
31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

62

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SBA COMMUNICATIONS CORPORATION
November 5, 2008	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer
	(Duly Authorized Officer)
November 5, 2008	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)

63

Exhibit Index

Exhibit No.	Description
5.1	Opinion of Holland & Knight LLP regarding legality of Class A common stock.
10.35D	Amendment No. 1 to Amended and Restated Employment Agreement, made and entered into as of September 18, 2008, between SBA Communications Corporation and Jeffrey A. Stoops.
10.66A	First Amendment, dated as of July 18, 2008, to the Credit Agreement, dated as of January 18, 2008, among SBA Senior Finance, Inc., as Borrower, the Several Lenders from time to time parties thereto, Toronto Dominion (Texas) LLC, As Administrative Agent and the other agents parties thereto.
10.73	Second Amended and Restated Credit Agreement, made and entered into as of July 18, 2008, among Optasite Towers LLC as borrower, the lenders from time to time party thereto, and Morgan Stanley Asset Funding Inc. as administrative agent and collateral agent.
10.74	Resignation Agreement, made and entered into as of August 26, 2008, between SBA Communications Corporation and Anthony J. Macaione.
31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-5.1

Exhibit 5.1

Opinion of Holland & Knight LLP

regarding the legality of the Class A common stock

November 4, 2008

SBA Communications Corporation

5900 Broken Sound Parkway NW

Boca Raton, Florida 33487

Ladies and Gentlemen:

SBA Communications Corporation, a Florida corporation (the “Company”), filed with the Securities and Exchange Commission on October 12, 2001, a Shelf Registration Statement on Form S-4, as amended, Registration No. 333-71460, on November 29, 2006, a Shelf Registration Statement on Form S-4, Registration No. 333-139005, and on November 16, 2007, a Shelf Registration Statement on Form S-4, Registration No. 333-147473, (collectively, the “Shelf Registration Statements”), under the Securities Act of 1933, as amended (the “Securities Act”). Such Shelf Registration Statements relate to the offering by the Company of the Company’s Class A common stock, $.01 par value per share (the “Class A Common Stock”). We have acted as counsel to the Company in connection with the preparation and filing of the Shelf Registration Statements and the issuance of 432,460 shares (the “Shares”) of Class A Common Stock pursuant to the Shelf Registration Statements, in connection with the acquisition of 33 towers and earn-out obligations related to acquisitions.

In so acting, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and other instruments of the Company as in our judgment are necessary or appropriate for purposes of this opinion.

Based upon the foregoing examination, we are of the opinion that the Shares have been duly authorized and, when issued, were validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Shelf Registration Statements and to the use of our name under the caption “Legal Matters” in the Shelf Registration Statements. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Sincerely,

HOLLAND & KNIGHT LLP

/s/ Holland & Knight LLP

EX-10.35D

Exhibit 10.35D

AMENDMENT NO. 1

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDMENT, dated as of September 18, 2008 (the “Effective Date”), by and between SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), and JEFFREY A. STOOPS (the “Executive”).

WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement as of January 1, 2008 (the “Employment Agreement”); and

WHEREAS, the Company has determined that it is in the best interests of the Company and its shareholders, and the Executive has determined that it is in his best interests, to amend the Employment Agreement to (i) extend the Initial Term for an additional three years and (ii) reflect the Executive’s current Base Salary.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Section 2 of the Employment Agreement shall be deleted in its entirety and the following inserted in place thereof:

“2. TERM. The term of employment of the Executive by the Company Group hereunder commenced as of January 1, 2003 (the “Effective Date”) and shall end December 31, 2011 (the “Initial Term”), unless sooner terminated as hereinafter provided or automatically extended in accordance with Section 7(a). All references herein to the “Term” shall refer to both the Initial Term and any automatic extension of the term that occurs in accordance with Section 7(a) during the Initial Term.”

2. Effective as of January 1, 2008, the first sentence of Section 4(a) of the Employment Agreement shall be deleted in its entirety and the following inserted in place thereof:

“During the Term, the Executive shall be paid an annual salary at a rate of $490,000.00 per annum, which amount may be increased but not decreased by the Company Board (the “Base Salary”).”

3. Except as set forth herein, this Amendment shall be effective as of the Effective Date.

4. All capitalized terms used herein that are not otherwise defined in this Amendment shall have the meanings assigned to them in the Employment Agreement, as amended hereby.

5. Except as set forth in this Amendment, the Employment Agreement shall remain in full force and effect in accordance with its terms.

6. This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute the same instrument.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its officer pursuant to the authority of its Board of Directors, and the Executive has executed this Amendment, as of the day and year first written above.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Thomas P. Hunt
	Thomas P. Hunt, Senior Vice President and General Counsel
and
By:	/s/ Steven Bernstein
	Steven Bernstein, Chairman of the Board
	of SBA Communications Corporation
EXECUTIVE
/s/ Jeffrey A. Stoops
JEFFREY A. STOOPS

EX-10.66A

Exhibit 10.66A

FIRST AMENDMENT

FIRST AMENDMENT, dated as of July 18, 2008 (this “Amendment”), to the Credit Agreement, dated as of January 18, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SBA Senior Finance, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Toronto Dominion (Texas) LLC, as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.

W I T N E S S E T H:

WHEREAS, the Borrower, SBA Telecommunications, Inc. (“Holdings”) and SBA Communications Corporation (the “Parent”) have requested that the Lenders agree to effect certain modifications to the Credit Agreement as described herein; and

WHEREAS, the Lenders are willing, subject to the terms and conditions set forth herein, to so amend the Credit Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Amendment of the Credit Agreement. The Credit Agreement is hereby amended, effective as of the First Amendment Effective Date (as defined below), as follows:

Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended as follows:

by inserting the following new definitions in appropriate alphabetical order:

“Optasite”: Optasite Holding Company, Inc., or such other entity surviving the Optasite Merger.

“Optasite Credit Agreement”: the Amended and Restated Credit Agreement, dated November 2, 2006, by and among Optasite, Inc., Optasite Towers, Morgan Stanley Asset Funding Inc. and the lenders from time to time parties thereto, as the same may be amended, supplemented or otherwise modified from time to time.

“Optasite Merger”: the merger of a newly-formed Subsidiary of the Parent or Holdings with and into Optasite Holding Company, Inc., a Delaware corporation.

by deleting the final sentence of the definition of Annualized Borrower EBITDA in its entirety and substituting in lieu thereof the following sentence:

“For purposes of making the computation referred to above, (A) acquisitions that have been made by the Borrower or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during such quarter or subsequent to such quarter and on or prior to such date of determination shall be deemed to have occurred on the first day of such quarter and (B) the Consolidated Adjusted EBITDA attributable to Excluded Subsidiaries, to Optasite and its Subsidiaries (to the extent Optasite and such Subsidiaries of Optasite are not Guarantors under (and as defined in) the Guarantee and Collateral Agreement), to discontinued operations, as determined in accordance with GAAP, and to operations or businesses disposed of prior to such date of determination, shall be excluded.”

Amendment to Section 6.9. Section 6.9 of the Credit Agreement is hereby amended as follows:

by deleting the parenthetical in paragraph (a) thereof in its entirety and substituting in lieu thereof the following parenthetical:

“(other than (w) any leasehold, easement or fee interest in real property, (x) any Property subject to a Lien expressly permitted by Section 7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Property of Optasite and its Subsidiaries so long as the Optasite Credit Agreement does not permit the pledge of such Property to the Administrative Agent)”

by deleting the first parenthetical in paragraph (b) thereof in its entirety and substituting in lieu thereof the following parenthetical:

“(other than (x) an Excluded Subsidiary or (y) Optasite and its Subsidiaries so long as the Optasite Credit Agreement does not permit, in the case of clauses (i) and (ii) below, the pledge of the Capital Stock of Optasite and such Subsidiaries to the Administrative Agent and, in the case of clause (iii) below, Optasite and such Subsidiaries from becoming parties to the Guarantee and Collateral Agreement)”

Amendment to Section 8(k). Section 8(k) of the Credit Agreement is hereby amended by deleting the first parenthetical in each of clauses (iii) and (iv) thereof in its entirety and in each case substituting in lieu thereof the following parenthetical:

“(through Subsidiaries that are Guarantors under (and as defined in) the Guarantee and Collateral Agreement)”

Consent to Amendment of the Guarantee and Collateral Agreement. Pursuant to Section 10.1 of the Credit Agreement, the Lenders parties hereto hereby consent to the Administrative Agent entering into an amendment to the Guarantee and Collateral Agreement in a form acceptable to it in its reasonable discretion in order to effect the following amendments:

Amendments to Section 1.1. Section 1.1 of the Guarantee and Collateral Agreement shall be amended as follows:

by deleting clause (ii) of the definition of Excluded Assets in its entirety and substituting in lieu thereof the following new clause (ii):

“(ii) Foreign Subsidiary Voting Stock and the shares, stock certificates, options and rights in respect of the Capital Stock of Optasite and its Subsidiaries and any Securitization Subsidiary or Excluded Subsidiary, in each case as excluded from the definition of “Pledged Stock” set forth in this Section 1.1 and”

by deleting the second proviso to the definition of Pledged Stock in its entirety and substituting in lieu thereof the following new proviso:

“provided further that “Pledged Stock” shall not include the shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of (i) any Securitization Subsidiary (other than SBA Network Management, Inc.) or Excluded Subsidiary (other than Excluded Subsidiaries described in clause (A) of the definition of “Excluded Subsidiaries”) to the extent the pledge thereof hereunder would not be permitted by Contractual Obligations of such Securitization Subsidiaries or Excluded Subsidiaries, as applicable, with Persons who are not Affiliates or (ii) Optasite or any of its Subsidiaries to the extent the pledge thereof hereunder would not be permitted by the Optasite Credit Agreement.”

Effectiveness. This Amendment shall become effective as of the date (the “First Amendment Effective Date”) on which the following conditions have been satisfied:

The Administrative Agent (or its counsel) shall have received duly executed and completed counterparts hereof (in the form provided and specified by the Administrative Agent) that, when taken together, bear the signatures of (x) the Borrower and (y) the Required Lenders.

To the extent invoiced, the Administrative Agent shall have received payment or reimbursement of its reasonable out-of-pocket costs and expenses in connection with this Amendment and any other out-of-pocket costs or expenses of the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

No Default or Event of Default shall have occurred and be continuing under the Credit Agreement.

All representations and warranties set forth in Section 4 of the Credit Agreement shall be true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower hereby represents and warrants to each of the Lenders that each of the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

Effect of Amendment.

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and affect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

General.

GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket costs and expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.

Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.

SBA SENIOR FINANCE, INC.
By:	/s/ Jeffrey A. Stoops
Name:	Jeffrey A. Stoops
Title:	President and CEO
TORONTO DOMINION (TEXAS) LLC, as Administrative Agent
By:	/s/ Ian Murray
Name:	Ian Murray
Title:	Authorized Signatory
TORONTO DOMINION (TEXAS) LLC, as Lender
By:	/s/ Ian Murray
Name:	Ian Murray
Title:	Authorized Signatory
WACHOVIA BANK, N.A.,
By:	/s/ Scott Suddreth
Name:	Scott Suddreth
Title:	Vice President
NAME OF LENDER:
LEHMAN COMMERCIAL PAPER, INC.
By:	/s/ Ritam Bhalla
Name:	Ritam Bhalla
Title:	Authorized Signatory

NAME OF LENDER:
Citicorp North America, Inc.
By:	/s/ Ross Levitsky
Name:	Ross Levitsky
Title:	Vice President
NAME OF LENDER:
JPMorgan Chase Bank N.A.
By:	/s/ Christophe Vohmann
Name:	Christophe Vohmann
Title:	Vice President
NAME OF LENDER:
The Royal Bank of Scotland plc
By:	/s/ Scott Webster
Name:	Scott Webster
Title:	Managing Director
NAME OF LENDER:
Deutsche Bank Trust Company, Americas
By:	/s/ Anca Trifan
Name:	Anca Trifan
Title:	Director
By:	/s/ Yvonne Tilden
Name:	Yvonne Tilden
Title:	Director

EX-10.73

Exhibit 10.73

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

by and among

OPTASITE TOWERS LLC

as Borrower,

The Lenders from time to time party hereto,

and

MORGAN STANLEY ASSET FUNDING INC.

as Administrative Agent and Collateral Agent

Dated as of July 18, 2008

TABLE OF CONTENTS

		Page
SECTION 1
DEFINITIONS
Section 1.1	Defined Terms	2
Section 1.2	Other Definitional Provisions.	26
SECTION 2
AMOUNT AND TERMS OF LOAN COMMITMENTS
Section 2.1	Loan Commitments.	26
Section 2.2	Procedure for Borrowing.	26
Section 2.3	Breakage.	27
SECTION 3
GENERAL PROVISIONS APPLICABLE TO LOANS
Section 3.1	Interest Rates and Payment Dates.	27
Section 3.2	Repayment of Loans; Evidence of Debt.	28
Section 3.3	Optional Prepayments	28
Section 3.4	Mandatory Prepayments.	29
Section 3.5	Computation of Interest and Fees.	31
Section 3.6	Inability to Determine Interest Rate	31
Section 3.7	Pro Rata Treatment and Payments	32
Section 3.8	Illegality	32
Section 3.9	Requirements of Law.	33
Section 3.10	Taxes.	34
SECTION 4
REPRESENTATIONS AND WARRANTIES
Section 4.1	Financial Condition	37
Section 4.2	No Change	38
Section 4.3	Existence; Compliance with Law	38
Section 4.4	Power; Authorization; Enforceable Obligations	38
Section 4.5	No Legal Bar	39
Section 4.6	No Material Litigation	39
Section 4.7	No Default	39
Section 4.8	Ownership of Property	39
Section 4.9	Intellectual Property	39
Section 4.10	No Burdensome Restrictions	40
Section 4.11	Taxes.	40

-i-

Section 4.12	Federal Regulations	40
Section 4.13	ERISA	40
Section 4.14	Investment Company Act; Other Regulations	41
Section 4.15	Subsidiaries	41
Section 4.16	Security Documents.	41
Section 4.17	True and Complete Disclosure	42
Section 4.18	Labor Relations	42
Section 4.19	Insurance	42
Section 4.20	Purpose of Loans	42
Section 4.21	Environmental Matters.	42
Section 4.22	Foreign Person	43
Section 4.23	Leases; Agreements	43
Section 4.24	Rent Roll, Disclosure	44
Section 4.25	Zoning; Compliance with Laws	44
Section 4.26	Condition of the Towers	45
Section 4.27	Separate Tax Lot	45
Section 4.28	Ground Leases	45
Section 4.29	Easements.	47
Section 4.30	No Synthetic Leases	47
Section 4.31	Financeability	47
SECTION 5
CONDITIONS PRECEDENT
Section 5.1	Conditions to Effectiveness of Amendment and Restatement of Existing Credit Facility	48
Section 5.2	Conditions to Loan on the Operative Date	50
SECTION 6
AFFIRMATIVE COVENANTS
Section 6.1	Financial Statements	52
Section 6.2	Certificates; Other Information	53
Section 6.3	Payment of Obligations.	54
Section 6.4	Conduct of Business and Maintenance of Existence	54
Section 6.5	Maintenance of Property; Insurance	54
Section 6.6	Inspection of Property; Books and Records; Discussions	56
Section 6.7	Notices	56
Section 6.8	Environmental Laws	56
Section 6.9	Leases.	57
Section 6.10	Financeability Requirements; Additional Collateral; Guarantors.	57
Section 6.11	Interest Rate Protection Agreement.	58
Section 6.12	Work in Progress	58

-ii-

SECTION 7
NEGATIVE COVENANTS
Section 7.1	Limitation on Indebtedness	59
Section 7.2	Limitation on Liens	59
Section 7.3	Limitation on Guarantee Obligations	60
Section 7.4	Limitation on Fundamental Changes	60
Section 7.5	Limitation on Sale of Assets	60
Section 7.6	Limitation on Distributions.	61
Section 7.7	Limitations on Amendments to Ground Leases	61
Section 7.8	Limitation on Investments, Loans and Advances	62
Section 7.9	Limitation on Optional Payments and Modifications of Debt Instruments	62
Section 7.10	Limitation on Transactions with Affiliates	62
Section 7.11	Limitation on Synthetic Leases and Sale/Leaseback Transactions	62
Section 7.12	Limitation on Changes in Fiscal Year	62
Section 7.13	Limitation on Negative Pledge Clauses	63
Section 7.14	Limitation on Lines of Business	63
Section 7.15	Governing Documents	63
Section 7.16	Limitation on Subsidiary Formation	63
Section 7.17	Limitation on Securities Issuances	63
Section 7.18	Financial Covenants.	63
Section 7.19	Limitation on Construction of New Towers.	64
SECTION 8
EVENTS OF DEFAULT
Section 8.1	Events of Default.	64
SECTION 9
THE AGENTS
Section 9.1	Appointment	66
Section 9.2	Delegation of Duties	66
Section 9.3	Exculpatory Provisions	66
Section 9.4	Reliance by Agents	67
Section 9.5	Notice of Default	67
Section 9.6	Non-Reliance on Agents and Other Lenders	67
Section 9.7	Indemnification	68
Section 9.8	Agents in Their Individual Capacity	68
Section 9.9	Successor Agents	68
SECTION 10
MISCELLANEOUS
Section 10.1	Amendments and Waivers	69
Section 10.2	Notices	69

-iii-

Section 10.3	No Waiver; Cumulative Remedies	70
Section 10.4	Survival of Representations and Warranties	70
Section 10.5	Indemnification and Expenses.	71
Section 10.6	Successors and Assigns; Participations and Assignments.	71
Section 10.7	[RESERVED]	73
Section 10.8	[RESERVED]	73
Section 10.9	Adjustments; Set-off.	73
Section 10.10	Counterparts	74
Section 10.11	Severability	74
Section 10.12	Integration	74
Section 10.13	GOVERNING LAW	74
Section 10.14	Submission To Jurisdiction; Waivers	74
Section 10.15	Acknowledgements	75
Section 10.16	WAIVERS OF JURY TRIAL	75
Section 10.17	Confidentiality	75
Section 10.18	Prescribed Laws.	76
Section 10.19	No Novation; Effect of Amendment and Restatement	76

-iv-

SCHEDULES
	Schedule 1.0	Applicable Lending Offices; Commitments
	Schedule 1.1(A)	Closing Date Portfolio
	Schedule 1.2	Permitted Fund Managers
	Schedule 4.8	Condemnation/Eminent Domain Proceedings
	Schedule 4.19	Insurance
	Schedule 4.21	Environmental Claims
	Schedule 4.23	Third Party Tower Management Agreements
	Schedule 4.24	Rent Concessions
	Schedule 4.25	Zoning Proceedings
	Schedule 4.26	Condition of the Towers
	Schedule 6.11-A	Interest Rate Caps under Existing Credit Agreement
	Schedule 6.11-B	Interest Rate Caps under Mezzanine Borrower Credit Agreement
EXHIBITS
	Exhibit A	Form of Deed of Trust
	Exhibit B	Form of Environmental Indemnity Agreement
	Exhibit C	Form of Estoppel and Attornment Language
	Exhibit D	Form of Real Estate Opinion
	Exhibit E	Methodology for Determining Tower Cash Flow
	Exhibit F-1	Form of SBAC Limited Guarantee
	Exhibit F-2	Form of Parent Non-recourse Guarantee
	Exhibit F-3	Form of SBAC Full-Recourse Guarantee
	Exhibit G	Form of Pledge Agreement
	Exhibit H	Form of Security Agreement
	Exhibit I	[RESERVED]
	Exhibit J	Title Endorsements
	Exhibit K	Form of Note
	Exhibit L	Section 3.10 Exhibit
	Exhibit M	Form of Secretary’s Certificate
	Exhibit N-1	Form of Officer’s Certificate
	Exhibit N-2	Form of Borrower Certification of Merger
	Exhibit N-3	Form of SBAC Certification of Merger
	Exhibit O	Form of Ground Lease
	Exhibit P	Form of Assignment and Acceptance
	Exhibit Q-1	Form of Confirmation (Third Party)
	Exhibit Q-2	Form of Confirmation (Morgan Stanley)
	Exhibit R	Form of Assignment of Interest Rate Cap
ANNEXES
	Annex I	Form of Notice of Borrowing
	Annex II	Form of Notice of Prepayment

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 18, 2008 by and among OPTASITE TOWERS LLC, a Delaware limited liability company, (the “Borrower”), the lenders from time to time parties to this Agreement (the “Lenders”), MORGAN STANLEY ASSET FUNDING INC. (“Morgan Stanley”), as administrative agent (together with any successor Administrative Agent appointed pursuant to Section 9.9, in such capacity the “Administrative Agent”) and collateral agent (together with any successor Collateral Agent appointed pursuant to Section 9.9, in such capacity the “Collateral Agent”) for the Lenders hereunder and under the other Loan Documents (as defined below).

RECITALS

WHEREAS, Borrower owns, leases or manages a portfolio of wireless communications towers and/or rooftop sites in which it leases space to various wireless communications carriers and other tenants;

WHEREAS, the Borrower is party to an Amended and Restated Credit Agreement dated as of November 1, 2006 (as amended through the date hereof, the “Existing Credit Facility”) by and among Optasite, Inc., a Delaware corporation (“Optasite”), as the initial borrower, the Borrower, as borrower, the Lenders and Morgan Stanley as administrative agent and collateral agent;

WHEREAS, Optasite Holding Company, Inc., a Delaware corporation (“Optasite Holdco”), and its direct and indirect Subsidiaries, including Optasite and the Borrower, are being acquired by SBA Communications Corporation, a Florida corporation (“SBAC”) pursuant to a merger of a newly formed wholly owned direct Subsidiary of SBAC into Optasite Holdco (the “Merger Transaction”);

WHEREAS, in connection with the Merger Transaction, the Lenders, the Agents, the Borrower and the other Loan Parties, desire to make certain amendments to the Existing Credit Facility and to amend and restate the Existing Credit Facility on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Existing Credit Facility as follows:

PRE-MERGER AND POST-MERGER TERMS AND CONDITIONS

Each provision of the Existing Credit Facility (other than Section 5.1 thereof) and the related schedules are hereby incorporated by reference into this paragraph in their entirety and are referred to herein collectively, as the “Pre-Merger Terms”; provided that Schedules 4.8, 4.19, 4.21 and 4.23-4.26 hereof shall be applicable in lieu of such schedules in the Existing Credit Facility. All provisions of this Agreement other than the Pre-Merger Terms are referred to herein as the “Post-Merger Terms.” The parties hereby agree that (i) until the occurrence of the Operative Date, the Pre-Merger Terms will apply and the Post-Merger Terms will not apply, (ii) upon the occurrence of the Operative Date and thereafter, the Post-Merger Terms will apply and the Pre-Merger Terms will no longer apply, and (iii) Section 5.1, Section 10.19 and Schedules 4.8, 4.21 and 4.23-4.26 of this Agreement shall apply at all times, including for the avoidance of doubt before and after the occurrence of the Operative Date. The parties hereby agree that prior to the Operative Date, no amendment to this Agreement, including of the Pre-Merger Terms or the Post-Merger Terms, shall be effective except upon the written consent of SBAC.

SECTION 1

DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Account Control Agreement”: collectively, each “Account Control Agreement” as defined in the Security Agreement and any Cash Management Agreement.

“Acquisition”: any acquisition by the Borrower of Towers.

“Actual Required Payment”: as defined in Section 3.3(a).

“Administrative Agent”: as defined in the preamble to this Agreement.

“Affiliate”: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition and the definition of Change of Control, “control” of a Person (including, with its correlative meanings, “controlled by” and “under common control with”) means the power, directly or indirectly, either to (a) vote at least a majority of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents”: collectively, the Administrative Agent and the Collateral Agent.

“Aggregate Annualized Rent”: at any time, the aggregate Annualized Rent under all Tenant Leases of the Borrower at such time.

“Aggregate Tower Cash Flow”: at any time, the aggregate Tower Cash Flow for all Towers at such time.

“Aggregate Unused Commitment”: at any time, the aggregate Commitments minus the aggregate principal amount of the Loans at such time.

“Agreement”: this Amended and Restated Credit Agreement, as amended, supplemented or otherwise modified from time to time.

“Allocated Loan Amount”: as defined in Section 3.4(b).

“Amortization Amount”: for any Interest Payment Date, an amount equal to the monthly percentage share of the aggregate outstanding principal amount of the Loans as of the Operative Date based on a twenty-five (25) year straight-line amortization schedule, as calculated by the Administrative Agent.

“Annualized Rent”: with respect to any Tenant Lease at any time, the annualized amount of the rent payable to the Borrower at such time under such Tenant Lease.

“Applicable Lending Office”: for each Lender, the lending office of such Lender designated for each Type of Loan on Schedule 1.0 hereto (or any other lending office from time to time notified to the Administrative Agent by such Lender) as the office at which its Loans are to be made and maintained.

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“Approved Accounting Firm”: any nationally recognized accounting firm, reasonably acceptable to the Administrative Agent.

“Approved Fund”: (a) with respect to any Lender, any Bank CLO of such Lender, and (b) with respect to any Lender that is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Approved Servicer”: as set forth in the definition of Qualified Transferee.

“Assets”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“Asset Sale”: any sale, lease or other disposition of property or series of related sales, leases or other dispositions of Towers (excluding any such sale, lease or other disposition permitted by Section 7.5(c), any Towers under construction required to be transferred to an Affiliate of SBAC pursuant to Section 6.12 or the assignment to SBAC or any Affiliate of SBAC of the Borrower’s rights to purchase any Towers arising under a purchase agreement entered into prior to the Operative Date which has not closed and with respect to which the seller party is not in breach).

“Asset Sale Prepayment Amount”: as defined in Section 3.4(b).

“Assignee”: as defined in Section 10.6(c).

“Assignment and Acceptance”: as defined in Section 10.6(c).

“Assignment of Interest Rate Cap”: in relation to any Interest Rate Cap maintained by the Borrower pursuant to Section 6.11, an assignment of interest rate cap made by the Borrower in favor of the Collateral Agent, substantially in the form of Exhibit R unless otherwise agreed by the Collateral Agent.

“Attributable Indebtedness”: on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Bank CLO”: as to any Lender, any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Lender or an Affiliate of such Lender.

“Bankruptcy Code”: Title 11 of the United States Code, as amended from time to time, and all rules and regulations promulgated thereunder.

“Base Rate”: a per annum interest rate at a spread (the “Base Rate Margin”) above a published index used for other variable rate loans and chosen by the Administrative Agent such that such

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per annum interest rate shall yield to the Lenders a rate of return substantially the same as (but no less than) the rate of return the Lenders would have realized had the interest rate been the Eurodollar Rate plus the Eurodollar Margin, all as reasonably determined by Lender.

“Base Rate Loans”: Loans to which the applicable rate of interest is based upon the Base Rate.

“Basket Amount for Non-Conforming Towers”: 5% of Aggregate Tower Cash Flow.

“Benefitted Lender”: as defined in Section 10.9(a).

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble to this Agreement.

“Borrowing Date”: any Business Day specified in a Notice of Borrowing as a date on which the Borrower requests the Lenders to make Loans hereunder.

“Business”: as defined in Section 4.21(b).

“Business Day”: (i) for all purposes other than as covered by clause (ii) of this definition, a day other than a Saturday, Sunday or other day on which commercial banks in are authorized or required by law to close in (a) the State of New York, or (b) the state where the servicing offices of the Servicer are located, and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day as described in clause (i) of this definition and which is also a day on which dealings in Dollar deposits are carried out in the interbank eurodollar market.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all similar ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash Equivalents”: (a) securities with maturities of 365 days or less from the date of acquisition issued or fully guaranteed or insured by the United States of America or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of 365 days or less from the date of acquisition and overnight bank deposits of any Lender or of any commercial bank having capital and surplus in excess of $100,000,000, (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States of America, (d) commercial paper of a domestic issuer rated at least “A-1” or the equivalent thereof by S&P or “P-1” or the equivalent thereof by Moody’s and in either case maturing within 270 days after the day of acquisition, (e) securities with maturities of 365 days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least “A” by S&P or “A” by Moody’s, (f) securities with maturities of 270 days or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

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“Cash Management Agreement”: any cash management agreement or agreements executed by Borrower, Collateral Agent and an agent bank thereunder in connection with the Loans, as the same may be amended, restated or otherwise modified.

“CDO”: as defined in the definition of the term Qualified Transferee.

“CDO Asset Manager”: with respect to any Securitization Vehicle which is a CDO, the entity which is responsible for managing or administering the Loans (or any interest therein) as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of such Loans).

“Change of Control”: the occurrence of any of the following:

(a) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Permitted Investors) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a percentage of the total voting power of all classes of Capital Stock of SBAC entitled to vote generally in the election of directors of more than 50%; or

(b) the Board of Directors of SBAC shall not consist of a majority of Continuing Directors; or

(c) SBAC shall cease to own and control, of record and beneficially, directly 100% of each class of Capital Stock of SBA Telecommunications, Inc.; or

(d) SBA Telecommunications, Inc. shall cease to own and control, of record and beneficially, directly 100% of each class of Capital Stock of Optasite Holdco.

(e) Optasite Holdco. shall cease to own and control, of record and beneficially, directly 100% of each class of Capital Stock of Optasite free and clear of all Liens; or

(f) Optasite shall cease to own and control, of record and beneficially, directly 100% of each class of Capital Stock of Mezzanine Borrower free and clear of all Liens; or

(g) the Mezzanine Borrower shall cease to own and control, of record and beneficially, directly 100% of each class of Capital Stock of Parent; or

(h) Parent shall cease to own and control, of record and beneficially, directly 100% of each class of Capital Stock of Borrower.

“Closing Date”: the date on which the conditions precedent set forth in Section 5.1 shall be satisfied or waived.

“Closing Date Portfolio”: all of the Towers described on Schedule 1.1(a).

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all property and interests in property of the Loan Parties, now owned or hereinafter acquired, upon which a Lien is purported to be created by any Security Document.

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“Collateral Agent”: Morgan Stanley Asset Funding Inc., as collateral agent under the Loan Documents.

“Commitment”: with respect to any Lender, the obligation of such Lender to make one or more Loans to the Borrower hereunder through and including the Operative Date pursuant to Section 2.1(a) in a principal amount equal to the amount set forth opposite such Lender’s name on Schedule 1.0 under the caption “Commitment”, or, as the case may be, in the assignment agreement pursuant to which such Lender became a party hereto, as such amount may be changed from time to time in accordance with the provisions of this Agreement. The original aggregate amount of the Commitments is $150,000,000.

“Commonly Controlled Entity”: an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414(b) or (c) of the Code or, for purposes of Section 412 of the Code, Section 414(m) or (o) of the Code.

“Compliance Certificate”: as defined in Section 6.2(a).

“Condemnation”: a temporary or permanent taking by any Governmental Authority, as the result, or in lieu, or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Mortgaged Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Mortgaged Property or any part thereof.

“Continue”, “Continuation” and “Continued”: the continuation of a Eurodollar Loan from one day to the next day.

“Continuing Directors”: the directors of SBAC on the Operative Date and each other director of SBAC, if such other director’s nomination for election to the Board of Directors of SBAC is approved in accordance with the organizational documents of SBAC.

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Convert”, “Conversion” and “Converted”: shall refer to a conversion of Eurodollar Loans into Base Rate Loans or vice versa, which may be accompanied by the transfer by a Lender (at its sole discretion) of a Loan from one Applicable Lending Office to another.

“Counterparty”: (a) the counterparty under a Interest Rate Cap or (b) a Person that guarantees such counterparty’s obligations under a Interest Rate Cap or otherwise provides to such counterparty credit support acceptable to the Administrative Agent, provided, however, that such guarantor shall be deemed the “Counterparty” for so long as the credit ratings issued by the Rating Agencies to such guarantor are better than the credit ratings of the actual counterparty under such Interest Rate Cap.

“Credit Exposure”: as to any Lender at any time, the sum of (a) its unutilized Commitment at such time, and (b) the unpaid principal amount of its Loans at such time.

“Credit Exposure Percentage”: as to any Lender at any time, the fraction (expressed as a percentage), the numerator of which is the Credit Exposure of such Lender at such time and the denominator of which is the aggregate Credit Exposures of all of the Lenders at such time.

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“Customary Environmental Due Diligence”: a review of the environmental reports delivered (or deemed received by the Administrative Agent) on the Closing Date or required to be delivered to the Administrative Agent pursuant to Section 6.2(d) and any additional actions deemed reasonably necessary by the Borrower as a result of such review.

“Debt for Borrowed Money”: with respect to any Person and its consolidated Subsidiaries, determined on a consolidated basis, from time to time, at any date, without duplication, (i) all indebtedness (including principal and any non-current interest, fees and charges) of such Person or any of its consolidated Subsidiaries for borrowed money or for the deferred purchase price of property or services, other than trade accounts payable and accrued expenses which are incurred in the ordinary course of business and are not more than 90 days past due, (ii) the maximum amount available to be drawn under all letters of credit, bankers’ acceptances and similar obligations issued for the account of such Person or any of its consolidated Subsidiaries and all unpaid drawings in respect of such letters of credit, banker’s acceptances and similar obligations, (iii) all indebtedness of the types described in clause (i), (ii), (iv), (v), (vi) or (vii) of this definition secured by any Lien on any property owned by such Person or any its consolidated Subsidiaries, whether or not such indebtedness has been assumed by such Person or any of its consolidated Subsidiaries, (iv) all Attributable Indebtedness of such Person or its consolidated Subsidiaries, (v) all obligations of such Person or its consolidated Subsidiaries to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and similar obligations, other than trade accounts payable and accrued expenses which are incurred in the ordinary course of business and are not more than 90 days past due, (vi) all Guarantee Obligations of such Person or its consolidated Subsidiaries that are required to be disclosed and quantified in notes of financial statements in accordance with GAAP, and (vii) all obligations of such Person or any of its consolidated Subsidiaries under any Interest Rate Cap or any similar type of agreement (other than any Interest Rate Cap required pursuant to Section 6.11). The amount of any Debt for Borrowed Money at any time under (x) clause (iii) shall be equal to the lesser of (A) the stated amount of the relevant obligations, and (B) the fair market value of the property subject to the relevant Lien at such time, and (y) clause (vii) shall be the net amount at such time, including net termination payments, required to be paid to a counterparty, rather than the notional amount of the applicable Interest Rate Cap.

“Debt Service Coverage Ratio”: at any time of determination, the Aggregate Tower Cash Flow divided by the amount of interest and scheduled principal payments in respect of Debt for Borrowed Money that the Borrower will be required to pay over the succeeding twelve (12) months on the Loans, based on the interest rate in effect at the time of determination and taking into account the effect of any Interest Rate Caps of the Borrower; provided that (i) the principal payment of the Loans required to be paid on the Maturity Date pursuant to Section 3.2(a)(ii) shall not be included in the calculation of Debt Service Coverage Ratio, and (ii) the principal payment of the Loans required to be paid pursuant to Section 3.2(a)(i) shall not be included in the calculation until November 1, 2008.

“Deed of Trust”: a deed of trust, deed to secure debt or mortgage delivered by the Borrower pursuant to Section 6.10, substantially in the form of Exhibit A hereto, with respect to Tower Properties owned by the Borrower in fee, or Tower Properties in which the Borrower has a leasehold interest, subject to modifications reflecting the Mortgaged Property that is the subject thereof and modifications reflecting the laws of the state in which the Mortgaged Property is located, and otherwise in form and substance reasonably satisfactory to the Collateral Agent.

“Default”: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“Derivatives Counterparty”: as defined in Section 7.6.

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“Determination Date”: with respect to each Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15th) day of the calendar month in which such Interest Period commences.

“Disclosure”: as defined in Section 4.17.

“Dollars” and “$”: dollars in lawful currency of the United States of America.

“Easement”: individually and collectively, the easement interests (other than access and utilities easements) granted to the Borrower by the owner of the applicable fee interest thereof on any Tower Property.

“Eligibility Requirements”: with respect to any Person, that such Person (i) has total assets (in name or under management) in excess of $400,000,000 and (except with respect to a pension advisory firm, asset manager or similar fiduciary) capital/statutory surplus or shareholder’s equity of $150,000,000 and (ii) is regularly engaged in the business of making or owning (including indirectly through REMIC bonds and/or securitizations) commercial real estate loans or interests therein (including, without limitation, “B” notes, participations and mezzanine loans with respect to commercial real estate) or owning and operating commercial properties.

“Environmental Indemnity Agreement”: the Environmental Indemnity Agreement dated as of November 1, 2006 made by the Borrower in favor of the Collateral Agent for the benefit of the Agents and the Lenders, substantially in the form of Exhibit B hereto, as amended, supplemented or otherwise modified through the date hereof, reaffirmed pursuant to the Reaffirmation of Environmental Indemnity Agreement, and as may be further amended, supplemented or otherwise modified from time to time.

“Environmental Laws”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health (as relates to the exposure to hazardous or deleterious materials) or the environment, as now or may at any time hereafter be in effect.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Estimated Interest Payment”: as defined in Section 3.3(a).

“Estoppel”: as defined in Section 4.28(b)(iii).

“Estoppel and Attornment Language”: estoppel and attornment language substantially in the form of Exhibit C attached hereto, or such other language as may reasonably be approved by the Collateral Agent.

“Eurocurrency Reserve Requirements”: means with respect to any Interest Period, the maximum rate of all reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other schedule changes in reserve requirements during the Interest Period) which are imposed under Regulation D on eurocurrency liabilities (or against any other category of liabilities which includes deposits by reference to which LIBOR is determined or against any category of extensions of credit or other assets which includes loans by a non United States office of a depository institution to United States residents or

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loans which charge interest at a rate determined by reference to such deposits) during the Interest Period and which are applicable to member banks of the Federal Reserve System with deposits exceeding one billion dollars, but without benefit or credit of proration, exemptions or offsets that might otherwise be available from time to time under Regulation D. The determination of the Eurocurrency Reserve Requirements shall be based on the assumption that a Lender funded 100% of the Loan in the interbank eurodollar market. In the event of any change in the rate of such Eurocurrency Reserve Requirements under Regulation D during the Interest Period, or any variation in such requirements based upon amounts or kinds of assets or liabilities, or other factors, including, without limitation, the imposition of Eurocurrency Reserve Requirements, or differing Eurocurrency Reserve Requirements, on one or more but not all of the holders of the Loan or any participation therein, the Administrative Agent may use any reasonable averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Eurocurrency Reserve Requirements which shall be used in the computation of the Eurocurrency Reserve Requirements. The Administrative Agent’s computation of same shall be final absent manifest error.

“Eurodollar Loans”: Loans to which the applicable rate of interest is based upon the Eurodollar Rate.

“Eurodollar Margin”: with respect to Loans that are Eurodollar Loans, a percentage, per annum, equal to 1.65%.

“Eurodollar Rate”: for any Eurodollar Loan, with respect to each Interest Period the (a) quotient of (i) LIBOR applicable to the Interest Period divided by (ii) a percentage equal to 100% minus the Eurocurrency Reserve Requirement applicable to the Interest Period, plus (b) the Eurodollar Margin.

“Event of Default”: any of the events specified in Section 8; provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

“Excluded Taxes”: as defined in Section 3.10(f).

“Existing Credit Facility”: as defined in the recitals to this Agreement.

“Extraordinary Receipt”: any cash received by or paid to or for the account of any Person (other than in the ordinary course of business) in respect of tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of Recovery Events, proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings and proceeds from reinsurance received in the ordinary course of business), indemnity payments, purchase price adjustments received in connection with any purchase agreement (or other similar agreement) and payments in respect of judgments or settlements of claims, litigation or proceedings; provided that Extraordinary Receipts shall not include (i) cash receipts received from proceeds of indemnity payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such proceeds, awards or payments are received by any Person in respect of any third party claim against or loss by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect thereto so long as such application is commenced prior to or within 90 days after the receipt of such proceeds, awards or payments and that any such third party being so reimbursed shall not be a Loan Party or a Subsidiary or Affiliate of a Loan Party, (ii) rents paid in advance under a Tower Lease or (iii) 40% of escrowed amounts or holdback amounts received in connection with any Acquisition.

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“FAA”: the Federal Aviation Administration of the United States, or any governmental agency succeeding to the function thereof.

“FCC”: the Federal Communications Commission of the United States, or any governmental agency succeeding to the functions thereof.

“Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Financeability Requirements”: as to any Tower Property, (i) delivery of each of the following items (in form and substance reasonably satisfactory to the Collateral Agent) to the Collateral Agent:

(A) with respect to any Tower Property included in the “Closing Date Portfolio” (as defined in the Existing Credit Facility), a Master Assignment of Memorandum of Leases applicable to such Tower Property, duly executed and delivered by a duly authorized officer of Optasite, and properly submitted for recording at the applicable filing office in the appropriate jurisdiction;

(B) a Deed of Trust for such Tower Property, duly executed and delivered by a duly authorized officer of the Borrower, and properly submitted for recording at the applicable filing office in the appropriate jurisdiction;

(C) Estoppel and Attornment Language with respect to any such Tower Property that is subject to one or more Ground Leases, except to the extent that the protections afforded thereby are provided under each such Ground Lease;

(D) an Environmental Indemnity Agreement pertaining to such Tower Property, the representations and warranties of which are true and correct and the covenants of which the Borrower is in compliance;

(E) a Title Policy (or a marked, signed and re-dated commitment to issue such Title Policy) insuring the Lien of the Deed of Trust encumbering such Tower Property;

(F) a Survey unless the general survey exception in the Title Policy for such Tower Property is eliminated without a Survey;

(G) valid certificates of insurance indicating that the requirements for the policies required under the Loan Documents have been satisfied and apply to such Tower Property (which may be satisfied by delivery of a certificate of insurance applicable to such Tower Property), and evidence of the payment of all premiums payable for the existing policy period by including such premium on the closing statement for such Tower Property;

(H) an opinion of counsel to the Loan Parties substantially in the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, from counsel admitted to practice under the laws of the state in which such Tower Property is located; provided, that this requirement shall be satisfied by delivery of the same in connection with another Tower Property in the same state;

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(I) title insurance or other evidence satisfactory to the Collateral Agent that at the time of the Acquisition thereof there shall be no delinquent real estate and personal property taxes, assessments, water rates or sewer rents, levied or assessed or imposed against such Tower Property, or part thereof, or any interest and penalties thereon;

(J) payment of all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection the Deed of Trust for such Tower Property; and

(K) such other and further information in connection with such Tower Property as the Collateral Agent may reasonably request; and

(ii) with respect to which each of the following shall be true:

(A) the Improvements on such Tower Property and the use thereof comply with all applicable zoning, subdivision and land use laws (including Historical Preservation Laws), regulations and ordinances;

(B) such Tower Property and its use comply in all material respects with all applicable zoning, subdivision and building laws and regulations, and all permits, licenses and certificates for the lawful use, occupancy and operation of each component of each of the Improvements on such Towers in the manner in which it is currently being used, occupied and operated have been obtained and are current and in full force and effect;

(C) if such Tower Property is an Owned Property, such Tower Property constitutes a separate tax lot;

(D) there is no material patent structural or other material defect or deficiency in the Improvements on such Tower Property;

(E) all necessary utilities are fully connected to the Improvements on such Tower Property and are fully operational, are sufficient to meet the reasonable needs of such Improvements, and no other utility facilities or repairs are necessary to meet the reasonable needs of each of such Improvements as now used or presently contemplated;

(F) none of the Improvements create encroachments over, across or upon the boundary lines of such Tower Property, rights of way or easements of such Tower Property and no building or other improvements on adjoining land create such an encroachment;

(G) the Borrower has legal access rights to such Mortgaged Property; and

(H) each of the representations and warranties set forth in Section 4.28 and Section 4.29 are true and correct as applied to such Tower Property (without giving effect to any exceptions for non-conforming Towers).

“Financeable Tower Property”: a Tower Property with respect to which the Borrower has satisfied all of the Financeability Requirements.

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“Financial Statements”: statements of operations and members’/shareholder’s equity, cash flows and balance sheets.

“Financing Lease”: any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee.

“Fitch”: Fitch, Inc.

“GAAP”: generally accepted accounting principles in the United States of America in effect from time to time, consistently applied.

“Governing Documents”: (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Governmental Authority”: any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Ground Lease”: those certain leases for real property or rooftops entered into or acquired by the Borrower for the lease of real property (including rooftops) which constitute a Tower or upon which is located a Tower (or which will constitute a Tower or upon which will be located a Tower) for the purpose of maintaining Tenant Leases (including, without limitation, all amendments, modifications, consents, estoppels and/or attornment agreements related thereto).

“Ground Leased Properties”: the Towers that are subject to a Ground Lease.

“Ground Lessee”: with respect to any Ground Lease, the Borrower in its capacity as the tenant under such Ground Lease.

“Ground Lessors”: the landlords under the Ground Leases.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation or a separate obligation by another Person (including, without limitation, any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary

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obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made, and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Historical Preservation Laws”: the National Historic Preservation Act of 1966 and each historic preservation program of any State under and in conjunction with the National Historic Preservation Act of 1966 and any similar foreign, Federal, tribal, state, local or municipal laws, rules or regulations, orders, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law).

“Improvements”: all buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements of every kind and nature now or hereafter located on any Tower Property.

“Indebtedness”: of any Person at any date, without duplication, (a) all Debt for Borrowed Money of such Person, (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all liabilities referred to in clauses (b) and (d) of this definition secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, and (d) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (c) above. The amount of any Indebtedness under clause (c) shall be equal to the lesser of (i) the stated amount of the relevant obligations, and (ii) the fair market value of the property subject to the relevant Lien. For the avoidance of doubt, “Indebtedness” shall not include trade accounts payable and accrued expenses which are incurred in the ordinary course of business and are not more than 90 days past due.

“Indemnified Liabilities”: as defined in Section 10.5.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Insurance Policies”: has the meaning set forth in Section 6.5.

“Intellectual Property”: as defined in Section 4.9.

“Interest Payment Date”: fifth (5th) calendar day of each calendar month during the term of the Credit Agreement, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on September 5, 2007, and continuing to and including the Maturity Date.

“Interest Period”: (a) for the first interest period hereunder, the period commencing on August 9, 2007 and ending on August 14, 2007 and (b) for each interest period thereafter commencing

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August 15, 2007, the period commencing on the fifteenth (15th) day of each calendar month and ending on (and including) the fourteenth (14th) day of the following calendar month. Each Interest Period as set forth in clause (b) above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap”: one or more interest rate caps (together with the schedules relating thereto) in form and substance reasonably satisfactory to Administrative Agent, with a confirmation from the Counterparty substantially in the form attached hereto as Exhibit Q-1, or, if such interest rate cap is provided by Morgan Stanley Capital Services Inc. or an Affiliate thereof, substantially in the form attached hereto as Exhibit Q-2, between Borrower and, subject to Section 6.11, a Qualified Counterparty, and all amendments, restatements, replacements, supplements and modifications thereto.

“Intervening Trust Vehicle”: with respect to any Securitization Vehicle which is a CDO, a trust vehicle or entity which holds the Loans as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral for the CDO.

“Investment Company Act”: as defined in Section 4.14.

“Investment Grade”: with respect to any Person, the long term senior unsecured non-credit enhanced credit rating or shadow rating of which is “BBB-” or higher by S&P and “Baa3” or higher by Moody’s.

“Knowledge”: whenever in this Agreement or any of the Loan Documents, or in any document or certificate executed on behalf of any Loan Party pursuant to this Agreement or any of the Loan Documents, reference is made to the knowledge of the Borrower or any other Loan Party (whether by use of the words “knowledge” or “known”, or other words of similar meaning, and whether or not the same are capitalized), such shall be deemed to refer to the knowledge (without independent investigation unless otherwise specified) (i) of the individuals who have significant responsibility for any policy making, major decisions or financial affairs of the applicable entity; and (ii) also to the knowledge of the person signing such document or certificate.

“Lease”: any lease, tenancy, license, easement, assignment and/or other rental or occupancy agreement or other agreement or arrangement (including, without limitation, any and all guarantees of any of the foregoing) heretofore or hereafter entered into providing for the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Tower Properties or any portion thereof, including any extensions, renewals, modifications or amendments thereof.

“Leased Property”: all real property that is leased or occupied pursuant to an Easement by the Borrower, in each case, together with all fixtures and appurtenances thereon.

“Lenders”: the initial Lenders and any other lender that becomes a party hereto pursuant to Section 10.6.

“LIBOR”: with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/1000 of 1%) for deposits in U.S. dollars, for a one month period, that appears on Telerate Page 3750 (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Telerate Page 3750 as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen

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Libor Page as of 11:00 a.m., London time, on such Determination Date, the Administrative Agent shall request the principal London Office of any four major reference banks in the London interbank market selected by the Administrative Agent to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one month period as of 11:00 a.m., London time, on such Determination Date for the then outstanding principal amount of the Loan. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Administrative Agent shall request any three major banks in New York City selected by the Administrative Agent to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for the then outstanding principal amount of the Loan. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined by the Administrative Agent or its agent and at Borrower’s request, the Administrative Agent shall provide Borrower with the basis for its determination.

“License”: with respect to any Person, any license, permit, consent, certificate of need, authorization, certification, accreditation, franchise, approval, or grant of rights by, or any filing or registration with, any Governmental Authority or third Person (including without limitation the FCC and the FAA) necessary for such Person to own, build, maintain or operate its business or property.

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Synthetic Lease or Financing Lease having substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction in respect of any of the foregoing.

“Liquidated Tower Replacement Account”: as defined in Section 3.4(b).

“Loan”: as defined in Section 2.1(a).

“Loan Documents”: this Agreement, the Notes, the SBAC Limited Guarantee, the SBAC Full-Recourse Guarantee, the Parent Non-recourse Guarantee, the Reaffirmation of Parent Non-recourse Guarantee, the Security Documents, the Environmental Indemnity Agreement, and any and all documents executed and delivered in connection with said documents, as any of such documents may be amended, restated or otherwise modified.

“Loan Parties”: the Borrower, SBAC, the Parent and Optasite.

“Managed Properties”: the Towers that are subject to a Site Management Agreement.

“Material Adverse Effect”: (A) a material adverse effect (which may include economic or political events) upon the business, operations or condition (financial or otherwise) of the Borrower and the other Loan Parties (taken as a whole), or (B) the material impairment of the ability of any of the Borrower and the other Loan Parties (taken as a whole) to perform their obligations under the Loan Documents (taken as a whole), or (C) the material impairment of the ability of Agents or the Lenders to enforce or collect the Obligations as such Obligations become due, or (D) a material adverse effect on the use, value or operation of the Towers, taken as a whole, as Collateral for the Loans, provided, however, that if five percent (5%) or more of the Tower Cash Flow derived from the Towers taken as a whole is materially and adversely affected, then a Material Adverse Effect shall be deemed to exist.

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“Material Agreement”: the Site Management Agreements and any Tenant Lease or other contract or agreement, or series of related agreements, by the Borrower relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Towers under which the Borrower receives in compensation, or is required to pay, more than $250,000 per annum, other than any agreement which is terminable by the Borrower on not more than sixty (60) days prior written notice without any fee or penalty.

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under, or which form the basis of liability under, any applicable Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea formaldehyde insulation, medical waste, radioactive materials and electromagnetic fields.

“Maturity Date”: November 1, 2010.

“Merger Transaction”: as defined in the Recitals.

“Mezzanine Borrower”: Optasite Mezzanine Borrower LLC, a Delaware limited liability company.

“Mezzanine Borrower Credit Agreement”: that certain Credit Agreement, dated as of August 9, 2007, by and among the Mezzanine Borrower, the lenders from time to time party thereto and the Administrative Agent, as amended through the date hereof.

“Mezzanine Borrower Credit Agreement Termination”: the occurrence of both of the following: (i) the Mezzanine Borrower shall have prepaid in full all “Loans” under (and as defined in) the Mezzanine Borrower Credit Agreement, together with all amounts required to be paid in connection with such prepayment pursuant to Section 3.3 of the Mezzanine Borrower Credit Agreement, including accrued and estimated interest that remains unpaid, accrued and unpaid fees and expenses (including unpaid legal expenses) and the applicable Prepayment Premium, and (ii) the Mezzanine Borrower shall have terminated the “Commitment” under (and as defined in) the Mezzanine Borrower Credit Agreement to be terminated in whole pursuant to Section 3.3(b) thereof.

“Minimum Counterparty Rating”: shall mean (a) either a short term credit rating from S&P (and if Fitch rates the entity, from Fitch) of at least “A-1” or a long term credit rating from S&P (and if Fitch rates the entity, from Fitch) of at least “A+” and (b) either (i) a long term credit rating from Moody’s of at least “Aa3” or (ii) a long term credit rating from Moody’s of at least “A1” and a short term credit rating from Moody’s of “P-1”.

“Moody’s”: Moody’s Investors Service, Inc.

“Morgan Stanley”: Morgan Stanley Asset Funding Inc., together with its Affiliates and their respective successors and assigns.

“Mortgaged Property”: any Tower Property that is subject to a Deed of Trust.

“Multiemployer Plan”: a Plan which is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA and which is subject to Title IV of ERISA.

“Net Cash Proceeds”: the gross cash proceeds received by the Borrower in connection with or as a result of (a) any Asset Sale, (b) the issuance of any Indebtedness, (c) any Recovery Event and

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(d) the receipt of any Extraordinary Receipts, minus with respect to each of the foregoing (so long as each of the following are estimated in good faith by the management of the Borrower) (i) taxes paid or reasonably estimated to be payable with respect to such Asset Sale or Recovery Event (if any) in an amount equal to the tax liability of Optasite or the Borrower in respect of such Asset Sale or Recovery Event and any taxes payable by the direct and indirect holders of Capital Stock of such Persons that are disregarded entities for federal income tax purposes (taking into account all tax benefits of each of the parties and computed, for individuals, at the Presumed Tax Rate), (ii) any attorneys’ fees, accountants’ fees, investment banking fees, underwriting discounts and commissions and reasonable and customary transaction costs and expenses payable by the Borrower related to such transaction, (iii) Indebtedness secured by the assets sold or otherwise subject to a Recovery Event that is required to be repaid as a consequence of such sale, except Indebtedness that constitutes any of the Obligations, and (iv) with respect to clause (a), the portion of such cash proceeds reserved for post-closing adjustments and contingent liabilities, including, without limitation, indemnification payments and purchase price adjustments, which are held in a third-party escrow account or in a segregated deposit account in which the Collateral Agent has a first priority perfect security interest; provided that on the date all such post-closing adjustments have been determined, the amount (if any) by which the reserved amount exceeds the actual post-closing adjustments payable by the Borrower shall constitute Net Cash Proceeds on such date.

“Non-Excluded Taxes”: as defined in Section 3.10(a).

“Non-Exempt Lender”: as defined in Section 3.10(f).

“Note”: as defined in Section 3.2(e).

“Notice of Borrowing”: as defined in Section 2.2.

“Obligations”: the unpaid principal amount of, and interest (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Loans, and all other obligations and liabilities of the Loan Parties to the Agents and the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with this Agreement, the Notes, the SBAC Limited Guarantee, the SBAC Full Recourse Guarantee, the Parent Non-recourse Guarantee, the Security Documents and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Agents and the Lenders that are required to be paid by a Loan Party pursuant to the terms of the Loan Documents) or otherwise.

“Operative Date”: the date on which the conditions precedent set forth in Section 5.2 shall have been satisfied or waived on or before the date one hundred eighty (180) days after the Closing Date; provided, that with respect to the condition precedent set forth in Section 5.2(j), either (i) the existence of any “Known Defaults” (as such term is defined in that certain letter agreement regarding knowledge of defaults between Morgan Stanley and SBAC dated as of the Closing Date) as of the Closing Date, or (ii) the failure of any condition precedent under Section 5.1 discovered after the Closing Date, in and of itself, shall not constitute a failure of such condition solely for purposes of determining whether the Operative Date has occurred (it being understood that the existence of such Default or Event of Default shall nevertheless constitute a failure of condition precedent under Section 5.2 of the Lenders’ obligation to make a Loan on the Operative Date and shall constitute a Default or Event of Default, as the case may be, for all other purposes of this Agreement, including Section 8.1.

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“Optasite”: as defined in the Recitals.

“Optasite Holdco”: as defined in the Recitals.

“Oral Tenant Leases”: those Tenant Leases which are oral and not subject to any written agreement.

“Other Taxes”: as defined in Section 3.10(b).

“Owned Property”: all real estate owned in fee by the Borrower, together with any fixtures and appurtenances thereon.

“Parent”: Optasite Towers Holding LLC.

“Parent Non-recourse Guarantee”: the Non-recourse Guarantee dated as of November 1, 2006 made by the Parent in favor of the Collateral Agent for the benefit of the Agents and the Lenders, substantially in the form of Exhibit F-2, as amended, supplemented or otherwise modified through the date hereof, reaffirmed pursuant to the Reaffirmation of Parent Non-recourse Guarantee, as may be further amended, supplemented or otherwise modified from time to time.

“Participant”: as defined in Section 10.6(b).

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

“Permitted Fund Manager”: any entity which is not subject to a bankruptcy proceeding and (a) has been approved hereunder by the Rating Agencies as the general partner, managing member or fund manager of a Permitted Investment Fund, or (b) such entity (i) appears on Schedule 1.2 attached hereto, (ii) is a Qualified Transferee, or (iii) is a nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, which, in the case of any of the entities referred to in clause (a) or (b) above, is investing through a fund which has committed capital of at least $150,000,000.

“Permitted Investment Fund”: as set forth in the definition of Qualified Transferee.

“Permitted Person”: as set forth in the definition of Qualified Transferee.

“Permitted Reinvestment Amount”: as defined in Section 3.4(b).

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Per Tower Purchase Price”: with respect to any Tower, the allocable share of the purchase price for the Acquisition in which such Tower was acquired, determined based on such Tower’s relative share of cash flow generated by such Towers.

“Plan”: at a particular time, any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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“Pledge Agreement”: the Pledge Agreement dated as of November 1, 2006 made by the Parent, the Borrower and any Person that becomes a party thereto pursuant to Section 5(e) thereof in favor of the Collateral Agent, substantially in the form of Exhibit G, as amended, supplemented or otherwise modified through the date hereof, reaffirmed pursuant to the Reaffirmation of Pledge Guarantee, and as may be further amended, supplemented or otherwise modified from time to time.

“Prepayment Cut-off Date”: the ninth (9th) calendar day of each calendar month during the term of the Credit Agreement, and if such day is not a Business Day, then the Business Day immediately preceding such day.

“Prescribed Laws”: collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et seq., and (d) all other Legal Requirements relating to money laundering or terrorism.

“Presumed Tax Rate”: the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City, taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income.

“Properties”: as defined in Section 4.21(a).

“Qualified Counterparty”: Morgan Stanley Capital Services Inc. or any Affiliate thereof, or a Counterparty reasonably acceptable to Lenders having a Minimum Counterparty Rating.

“Qualified Transferee”: any one or more of the following:

(A) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person satisfies the Eligibility Requirements;

(B) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person satisfies the Eligibility Requirements;

(C) an institution substantially similar to any of the entities described in clauses (A), (B) or (F) that satisfies the Eligibility Requirements;

(D) any entity Controlled by, Controlling or under common Control with, any of the entities described in clauses (A), (B), (C) above or (F) below;

(E) a Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously pledges its interest in any Loans, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (A) a securitization of, (B) the creation of collateralized debt obligations (“CDO”) secured by, or (C) a financing through an

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“owner trust” of, any of the Loans (or any interest therein) (any of the foregoing, a “Securitization Vehicle”), provided that (1) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has a Required Special Servicer Rating (such entity, an “Approved Servicer”) and such Approved Servicer is required to service and administer such Loans (or any interest therein) in accordance with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved Servicer act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (2) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a Qualified Trustee or CDO Asset Manager which is a Qualified Transferee, are each a Qualified Transferee under clauses (A), (B), (C), (D), (F) or (I) of this definition;

(F) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (A), (B), (C), (D), (E) or (I) of this definition, acts as the general partner, managing member or fund manager and at least fifty percent (50%) of the equity interests in such investment fund are owned, directly or indirectly, by one or more of the following: a Qualified Transferee, an institutional “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended, and/or a “qualified institutional buyer” or both within the meaning of Rule 144A promulgated under the Securities Exchange Act of 1934, as amended, provided that such institutional “accredited investors” or “qualified institutional buyers” that are used to satisfy the 50% test set forth above in this clause (F) satisfy the financial tests in clause (i) of the definition of Eligibility Requirements (a “Permitted Investment Fund”);

(G) any Person for which the Rating Agencies have issued a Rating Agency Confirmation with respect to such transfer;

(H) any Qualified Transferee that is acting in an agency capacity for a syndicate of lenders, provided that more than 50% of the committed loan amounts or outstanding loan balance are owned by lenders in the syndicate that are Qualified Transferees; or

(I) (1) Morgan Stanley or any Person that Controls, is Controlled by, or is under common Control with Morgan Stanley, (2) an institutional investor in any of the entities set forth in clause (1) above (provided that such institutional investor meets the Eligibility Requirements) (each, a “Permitted Person”), (3) any investment fund, limited liability company, limited partnership or general partnership investing through a fund with committed capital of at least $150,000,000 where the general partner, managing member or fund/collateral manager is a Permitted Person or (4) any investment fund, limited liability company, limited partnership, or general partnership investing through a fund with committed capital of at least $150,000,000 where the general partner, managing member, or fund/collateral manager is the same entity that is the general partner, managing member or fund/collateral manager of a Permitted Person.

For purposes of this definition only, “Control” means, when used with respect to any specific Person, the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interest of such Person and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise; provided, however, that with respect to Morgan Stanley, “Control” means the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interest of such Person.

“Qualified Trustee”: (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America,

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authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of S&P and either Fitch or Moody’s.

“Rating Agencies”: collectively, Moody’s, S&P and Fitch.

“Reaffirmation of Environmental Indemnity Agreement”: the Acknowledgment and Reaffirmation of Environmental Indemnity Agreement dated as of the date hereof made by the Borrower in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

“Reaffirmation of Parent Non-recourse Guarantee”: the Acknowledgment and Reaffirmation of Parent Non-recourse Guarantee dated as of the date hereof made by the Parent in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

“Reaffirmation of Pledge Agreement”: the Acknowledgment and Reaffirmation of Pledge Agreement dated as of the date hereof made by the Parent and the Borrower in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as the same may be amended, supplemented or otherwise modified from time to time

“Reaffirmation of Security Agreement”: the Acknowledgment and Reaffirmation of Security Agreement dated as of the date hereof made by the Borrower in favor of the Collateral Agent for the benefit of the Agents and the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

“Recovery Event”: any settlement of or payment in respect of any property or casualty insurance claim or any Condemnation proceeding relating to any asset of the Borrower.

“Register”: as defined in Section 3.2(c).

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Rents”: as defined in the Deeds of Trust.

“Rent Roll”: individually, the rent roll for any Tower, and, collectively, the rent rolls for all of the Towers, as updated on a monthly basis pursuant to Section 6.2(b).

“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”: any of the events set forth in Section 4043 of ERISA or in the regulations thereunder (excluding those events as to which the thirty day notice period is waived).

“Required Lenders”: at any time, Lenders the Credit Exposure Percentages of which aggregate more than 50%.

“Required Special Servicer Rating”: (i) a rating of at least “CSS3” in the case of Fitch, (ii) in the case of S&P, on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer

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and (iii) in the case of Moody’s, such special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special servicer of such commercial mortgage securities as the reason therefor.

“Requirement of Law”: as to any Person, the certificate of incorporation and by-laws or other organizational or Governing Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Responsible Officer”: as to defined in Section 6.2.

“Restricted Payments”: as defined in Section 7.6.

“SBAC”: as defined in the Recitals.

“SBAC Full Recourse Guarantee”: the Guarantee dated as of the date hereof made by SBAC in favor of the Collateral Agent for the benefit of the Agents and the Lenders, substantially in the form of Exhibit F-3, as the same may be amended, supplemented or otherwise modified from time to time.

“SBAC Limited Guarantee”: the Limited Guarantee dated as of the date hereof made by SBAC in favor of the Collateral Agent for the benefit of the Agents and the Lenders, substantially in the form of Exhibit F-1, as the same may be amended, supplemented or otherwise modified from time to time.

“SEC”: as defined in Section 6.1(a).

“Section 3.10 Certificate”: as defined in Section 3.10(f)(2).

“Securitization Vehicle”: as defined in the definition of Qualified Transferee.

“Security Agreement”: the Security Agreement dated as of November 1, 2006 made by the Borrower and any Person that becomes a party thereto pursuant to Section 18 thereof in favor of the Collateral Agent, substantially in the form of Exhibit H, as amended, supplemented or otherwise modified through the date hereof, reaffirmed pursuant to the Reaffirmation of Security Agreement, and as may be further amended, supplemented or otherwise modified from time to time.

“Security Documents”: the collective reference to the Account Control Agreements, the Pledge Agreement, the Reaffirmation of Pledge Agreement, the Security Agreement, the Reaffirmation of Security Agreement, the Deeds of Trust and all other security documents hereafter delivered to the Collateral Agent granting a Lien on any asset or assets of any Person in favor of the Collateral Agent for the benefit of the Agents and the Lenders to secure any of the Obligations or to secure any guarantee of any such Obligations.

“Servicer”: shall mean one or more servicers of the Loans selected by the Administrative Agent.

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“Single Employer Plan”: any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“Site Management Agreements”: those certain leases, management agreements, or similar agreements pursuant to which the Borrower is authorized to sublease or otherwise broker space on any Tower Properties.

“S&P”: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Subsidiary”: as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

“Supplemental Financial Information”: with respect to the Borrower and commencing on December 31, 2009, a comparison of budgeted expenses and the actual expenses for the applicable quarter.

“Survey”: as to any Tower Property, a current survey of such Tower Property, certified to the Title Company and the Collateral Agent and its successors and assigns, prepared by a professional land surveyor licensed in the state in which the Tower Property is located, which contains (i) a legal description of the real property on which such Tower Property is situated that matches the legal description contained in the Title Policy relating to such Tower Property, and (ii) a certification of whether the surveyed property is located in a flood hazard area.

“Synthetic Lease”: any lease entered into in connection with the lease or acquisition of fixed assets which is treated under GAAP as an operating lease but for tax purposes as a capital lease.

“Taxes”: as defined in Section 3.10(a).

“Tenant Leases”: each Lease of space by the Borrower on any Tower.

“Threshold Amount”: the lesser of $5,000,000 and 1% of total assets of the Borrower as reflected in its most recent balance sheet delivered to the Administrative Agent pursuant to Section 6.1.

“Title Company”: collectively, First American Title Insurance Company, Stewart Title Guaranty Company, or other nationally recognized title company or other title company reasonably acceptable to the Collateral Agent.

“Title Policy”: an ALTA mortgagee policy of title insurance pertaining to a Deed of Trust on any Tower Property issued by the Title Company to the Collateral Agent, to the extent that such policy (1) provides coverage in an amount at least equal to one hundred percent (100%) of the Per Tower Purchase Price of the Mortgaged Property, (2) insures the Collateral Agent that such Deed of Trust creates a valid first priority lien on the Tower Property encumbered thereby, free and clear of all exceptions from coverage other than Liens permitted with respect thereto pursuant to Section 7.2 and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements), (3) contains the endorsements set forth in Exhibit J to the extent available in the applicable jurisdiction, and (4) names the Collateral Agent and its successors and assigns as the insured).

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“Tower”: (i) any wireless communications towers owned, leased or managed by the Borrower (or represented by the Borrower to the Administrative Agent to be owned, leased or managed by the Borrower), including any rooftop or other sites owned, leased or managed by the Borrower, together with any real estate interest (including any fee simple interest, leasehold interest or easement interest), fixtures and appurtenances that accompany the towers, rooftops or other sites.

“Tower Cash Flow”: at any time with respect to any Tower, an amount equal to (i) the aggregate annualized amount of the rent then payable by all lessees under Leases with respect to such Tower, or, if such Tower is a Managed Property, the revenue received by the Borrower under the Site Management Agreement for such Tower (net of any payments required to be remitted by the Borrower to the owner or lessor of such Tower), less (ii) the sum, without duplication, of (a) the aggregate annualized current insurance expense, real estate and property taxes, ground lease payments (if any), tower monitoring expenses, and amounts payable to a third party owner under any Site Management Agreement (if applicable) with respect to such Tower; and (b) the amount of the trailing twelve-month expenses in respect of such Tower for direct maintenance expenses, utilities, licensing and permitting, subject to the applicable Tower Cash Flow Adjustments (as defined below). For purposes of this definition, the “Tower Cash Flow Adjustments” shall mean the following:

(a) for purposes of clause (ii)(a) of this definition, the amount of current expenses, taxes and other payments described therein with respect to any Tower for the first three months after its Acquisition, shall be estimated in accordance with the methodology set forth in Exhibit E and, at any time thereafter, shall be calculated based on the actual amount of such expenses, taxes and other payments with respect to such Tower;

(b) for purposes of clause (ii)(b):

(i) the calculation of expenses with respect to any Tower for the first three months of its Acquisition shall be estimated based on information from the seller of such Tower pursuant to the pre-acquisition due diligence process of the Loan Parties (such estimate to be reasonably satisfactory to the Administrative Agent), and

(ii) the calculation of expenses with respect to any Tower after the first three months of its Acquisition shall be the actual amount of such other expenses for such Tower, annualized by multiplying the amount of such expenses with respect to such Tower incurred from the period commencing on the date of its Acquisition through the last day of the most recently completed month by a fraction, the numerator of which is twelve (12) and the denominator of which is the number of calendar months completed since the date of its Acquisition.

“Tower Documentation”: means in relation to any Tower:

(i) a copy of the purchase agreement and any other transfer document that, upon the effectiveness thereof, will effect the transfer of such Tower to the Borrower, together with a copy of the Borrower’s title commitment, in form and substance reasonably satisfactory to the Administrative Agent, insuring the interest of the Borrower in such Tower purportedly conveyed by such transfer documentation;

(ii) copies of all leases and any Ground Leases providing for the use of the Tower Property related to such Tower, certified, to the knowledge of the Borrower as being true and correct;

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(iii) if the Tower Property related to such Tower is an Owned Property, title insurance or other evidence satisfactory to the Collateral Agent that such Tower Property constitutes a separate tax lot;

(iv) a copy of any engineering reports obtained by the Borrower with respect to the Tower Property related to such Tower;

(v) a copy of a zoning report from a zoning consultant or attorney reasonably satisfactory to the Administrative Agent for the Tower Property related to such Tower (in form reasonably satisfactory to the Administrative Agent) or such other evidence reasonably satisfactory in form and substance to the Collateral Agent (including without limitation a zoning endorsement in the Borrower’s title policy applicable to such property or a letter from the relevant municipality indicating that it has no zoning or other land or ordinances), in each case, indicating whether such Tower Property and its use comply with all applicable zoning, subdivision and building laws and regulations; and

(vi) copies of all recorded contracts and agreements, all material unrecorded contracts and agreements of which the Borrower has knowledge including all Tenant Leases and the Rent Roll, in each case, relating to the leasing and operation of such Tower Property and all amendments thereto.

“Tower Property”: any fee interest, leasehold interest or easement interest in any real property that supports a Tower.

“Tower Operator”: any Person whose primary business is the ownership, operation or other control of wireless communications towers or whose primary business is the ownership of real property interests related to wireless communications towers.

“Tower Substitution Conditions”: with respect to any Tower being acquired to replace an existing Tower with the Net Cash Proceeds of an Asset Sale or Recovery Event related to such existing Tower:

(a) the percentage of Tower Cash Flow for the replacement Tower generated from Tenant Leases with any Investment Grade counterparties or with any other counterparties in respect of PCS or any other type of broadband transmission shall be at least 90%;

(b) if the replacement Tower is subject to a Ground Lease, such Ground Lease has a term (including all available extensions) of not less than fifteen (15) years after the date of its Acquisition;

(c) the weighted average remaining term of the Tenant Leases for the replacement Tower is equal to or longer than the weighted average remaining term of the Tenant Leases on the replaced Tower; and

(d) the Borrower shall have delivered Tower Documentation for such Tower described in clause (a) of the definition thereof no later than five Business Days prior to the Acquisition thereof.

“Transferee”: as defined in Section 10.6(e).

“Type”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

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“United States”: as defined in Section 3.10(f).

“United States person”: as defined in Section 3.10(f).

“Unused Commitment”: as to any Lender, the Commitment of such Lender minus the amount of Loans made by such Lender.

Section 1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Notes or any other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in any Notes, any other Loan Documents and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2

AMOUNT AND TERMS OF LOAN COMMITMENTS

Section 2.1 Loan Commitments.

(a) Subject to the terms and conditions hereof (including, without limitation, the satisfaction of the conditions precedent set forth in Section 5.1), each Lender agrees to make loans (together with all “Loans” under and as defined in the Existing Credit Facility, the “Loans”) to the Borrower on the Operative Date up to an aggregate principal amount not to exceed its respective Unused Commitment. The aggregate amount of Loans made on the Operative Date shall not exceed the Aggregate Unused Commitment. Amounts prepaid or repaid on the Loans may not be reborrowed.

(b) The Loans shall be Eurodollar Loans unless and until the Administrative Agent notifies the Borrower that it is converting, pursuant to Section 3.6 or Section 3.8, the Eurodollar Loans to Base Rate Loans.

Section 2.2 Procedure for Borrowing.

(a) The Borrower may borrow Loans on the Operative Date by giving the Administrative Agent irrevocable notice substantially in the form of Annex I (a “Notice of Borrowing”) (which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, two Business Days prior to the requested Borrowing Date), specifying:

(i) the amount to be borrowed;

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(ii) the requested Borrowing Date; and

(iii) wire instructions for any parties which will receive the proceeds of the Loans.

(b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender thereof (which notification may be by email transmission at the email addresses set forth in Schedule 1.0). Not later than 11:00 a.m. New York City time on the Borrowing Date specified in such Notice of Borrowing, each Lender shall transfer to the Administrative Agent by wire at its account specified in Schedule 1.0 the amount of such Lender’s pro rata share of the Loans requested pursuant to such Notice of Borrowing (subject to the Dollar limitations set forth in Section 2.1(a)) in immediately available funds.

(c) Subject to the satisfaction of the requirements of Section 2.1 and 2.2 and the conditions precedent set forth in Section 5.1, the Administrative Agent shall not later than 2:00 p.m. New York City time (provided that there are not more than three such wires) on the Borrowing Date specified in such Notice of Borrowing wire directly by wire transfer to the accounts specified in such Notice of Borrowing in like funds as received by the Administrative Agent.

Section 2.3 Breakage.

The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any actual loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, Conversion into, or Continuation of, Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, or (c) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. This covenant shall survive the termination of this Agreement and the payment of Loans and all other amounts payable hereunder.

SECTION 3

GENERAL PROVISIONS APPLICABLE TO LOANS

Section 3.1 Interest Rates and Payment Dates.

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate.

(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate.

(c) If all or a portion of (i) any principal of any Loan, (ii) any interest payable thereon or (iii) any other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), the principal of all overdue Loans and any such overdue interest or other amount shall bear interest at a rate per annum which is the rate that would otherwise be applicable to the Loans pursuant to the foregoing provisions of this Section 3.1 plus three percent (3%), in each case from the date of such nonpayment until such overdue principal, interest or other amount is paid in full (as well after as before judgment).

(d) Interest shall be payable on each Interest Payment Date; provided that interest accruing pursuant to paragraph (c) of this Section 3.1 shall be payable from time to time on demand. Interest on the outstanding principal balance of the Loans existing on the commencement of an Interest

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Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

Section 3.2 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Lender (i) on each Interest Payment Date, commencing on November 1, 2008 until the Maturity Date, the Amortization Amount, and (ii) on the Maturity Date, the unpaid principal amount of the Loans (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loans through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain a register (the “Register”) as agent for the Borrower in which shall be recorded (i) the name and address of each Lender (including any Assignee, successor and participants), (ii) the amount of each Loan made to such Lender hereunder and any Note evidencing such Loan and the Type thereof, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (iv) the amount of any sum received by the Administrative Agent hereunder from the Borrower, and (v) each assignment and participation of any Loan or the Commitment.

(d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 3.2(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded (absent manifest error); provided, however, that the failure of the Administrative Agent to maintain the Register or any Lender to maintain such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. Any assignment or transfer by any Lender of its rights and obligations under this Agreement pursuant to and in accordance with Section 10.6 that is not recorded in accordance with this Section 3.2 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6.

(e) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing the Loans of such Lender, substantially in the form of Exhibit K, with appropriate insertions as to date and principal amount (a “Note”). Any such Note may, at the request of any Lender, be in registered form, or any existing Note or Notes may be consolidated, amended and/or amended and restated to be in registered form.

Section 3.3 Optional Prepayments.

(a) Except as otherwise provided herein, Borrower shall have the right to prepay the Loans in whole or in part provided that Borrower complies with all requirements for any such prepayment set forth herein. Borrower may at any time and from time to time prepay the Loans in whole or in part, without premium or penalty, upon irrevocable notice to the Administrative Agent (in the form of Annex

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II) prior to 12:00 noon, New York City time, at least one Business Day prior thereto, specifying the date of such prepayment; provided that the Loans may not be partially prepaid by more than an amount such that the aggregate principal amount of the Loans after giving effect to such prepayment would be less than $40,000,000. Any prepayment of a Loan shall be in a principal amount of at least $1,000,000 or an integral multiple of $500,000 in excess thereof; provided, that (i) subject to subsections (ii) and (iii) below, in connection with such prepayment the Borrower shall pay to Administrative Agent, simultaneously with such prepayment, all interest on the principal balance of the Loans then being prepaid which would have accrued through the end of the Interest Period then in effect notwithstanding that such Interest Period extends beyond the Interest Payment Date and/or such date of prepayment; (ii) if such prepayment is made during the period commencing on the first calendar day immediately following a Prepayment Cut-off Date to, but not including, the Determination Date in such calendar month, such payment shall be accompanied by a payment of interest on the amount of principal being prepaid that Administrative Agent determines would be payable by Borrower if such prepayment had been made on or after such Determination Date but prior to the succeeding Interest Payment Date calculated using a per annum interest rate equal to 7.25% plus the Eurodollar Margin (such amount, the “Estimated Interest Payment”); if the Estimated Interest Payment paid by Borrower to Administrative Agent (x) exceeds the amount that otherwise would have been payable by Borrower if the final interest payment amount was calculated based on the interest rate determined on the applicable Determination Date (the “Actual Required Payment”), Administrative Agent shall refund to Borrower an amount equal to the Estimated Interest Payment minus the Actual Required Payment or (y) is less than the Actual Required Payment, Borrower shall, promptly upon demand by Administrative Agent, pay to Administrative an amount equal to the Actual Required Payment minus the Estimated Interest Payment; and (iii) if such prepayment is made on a date on or after the Determination Date in such calendar month and prior to the first day of the Interest Period that commences in such calendar month, the Borrower shall also pay to the Administrative Agent in connection with such prepayment all interest on the principal balance of the Loans then being prepaid which would have accrued through the end of the next succeeding Interest Period. Any prepayment received by the Administrative Agent on a date other than an Interest Payment Date shall be held by the Administrative Agent as collateral security for the Loans and shall be applied to the Obligations on the next Interest Payment Date. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the Loans (with accrued interest thereon) and all other amounts owing under this Agreement shall be due and payable on the date specified therein. Any such voluntary prepayment shall be applied as specified in Section 3.7. In addition, the amount of the Commitment shall be permanently reduced in the same amount of any prepayment of the outstanding principal amount of the Loans. For the avoidance of doubt, Borrower’s reduction of the Commitment from time to time pursuant to Section 3.3(b) shall not be deemed to be a prepayment.

(b) The Borrower may at any time and from time to time terminate in whole or permanently reduce in part any unused portion of the Commitments upon irrevocable notice to the Administrative Agent prior to 12:00 noon, New York City time, at least one (1) Business Day prior thereto; provided that any such partial reduction in the Commitments shall be in a principal amount of at least $1,000,000 or an integral multiple of $500,000 in excess thereof. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof.

Section 3.4 Mandatory Prepayments.

(a) If on any date the Borrower shall receive Net Cash Proceeds from (i) any incurrence of Indebtedness by the Borrower, other than Indebtedness permitted pursuant to Section 7.1, or (ii) any Extraordinary Receipts, then such Net Cash Proceeds shall be applied on the third Business Day following receipt of such Net Cash Proceeds (or in the case of clause (ii), following receipt of Net Cash Proceeds from any individual event or series of events in an aggregate amount of $100,000) toward the prepayment of the Loans.

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(b) If on any date the Borrower shall receive Net Cash Proceeds from any Asset Sale, the Borrower shall prepay the Loans on such date in an amount equal to (i) at any time other than when an Event of Default has occurred and is continuing, the greater of (A) the amount of such Net Cash Proceeds, and (B) if the Asset Sale is a sale, lease or other disposition of a Tower, one hundred twenty-five percent (125%) of the Allocated Loan Amount for such Tower (such greater amount, the “Asset Sale Prepayment Amount”), or (ii) at any time when an Event of Default has occurred and is continuing, the greater of (A) one hundred percent (100%) of such Net Cash Proceeds and (B) if the Asset Sale is a sale, lease or other disposition of a Tower, one hundred twenty-five percent (125%) of the Allocated Loan Amount for such Tower. For purposes of this paragraph, “Allocated Loan Amount” at any time with respect to any Tower, is an amount equal to the unpaid principal amount of the Loans at such time multiplied by a fraction, the numerator of which is the Tower Cash Flow of such Tower at such time and, the denominator of which is the Aggregate Tower Cash Flow at such time. Notwithstanding the foregoing, during each calendar year, a portion of the Asset Sale Prepayment Amounts otherwise required to be applied to the prepayment of Loans and/or the permanent reduction of the Commitments pursuant to this Section 3.4(b), in an aggregate amount not to exceed the Permitted Reinvestment Amount for such calendar year, shall not require such a mandatory prepayment and/or permanent reduction (it being understood that amounts not so used shall be required to prepay the Loans in accordance with this Section 3.4(b)), provided that (1) the Borrower delivers a notice no later than two (2) Business Days prior to the closing of the relevant Asset Sale, that the Asset Sale Prepayment Amounts associated with such Asset Sale will be deposited into a third-party escrow account or in a segregated deposit account in which the Collateral Agent has a first priority perfect security interest which is subject to an Account Control Agreement (the “Liquidated Tower Replacement Account”), and within six (6) months, the Asset Sale Prepayment Amounts will be used by the Borrower to acquire Towers, (2) the Towers to be acquired satisfy the Tower Substitution Conditions, and (3) the Debt Service Coverage Ratio following the reinvestment in the acquired Tower is not less than the Debt Service Coverage Ratio immediately prior to the sale of the disposed Tower on a pro forma basis. As used herein, the “Permitted Reinvestment Amount” for any calendar year equals three percent (3%) of the aggregate principal amount of the Loans outstanding at any time of determination during such calendar year. Funds deposited in the Liquidated Tower Replacement Account may be released therefrom to be used to acquire Towers, provided that the foregoing conditions are satisfied. For the avoidance of doubt, the Borrower shall not be required to make a prepayment under this Section 3.4(b) in relation to any transfer of any Towers under construction required to be transferred to an Affiliate of SBAC pursuant to Section 6.12 or the assignment to SBAC or any Affiliate of SBAC of the Borrower’s rights to purchase any Towers arising under a purchase agreement entered into prior to the Operative Date which has not closed and with respect to which the seller party is not in breach.

(c) If on any date the Borrower shall receive Net Cash Proceeds from any Recovery Event, one hundred percent (100%) of such Net Cash Proceeds, minus (i) the Agents’ reasonable costs incurred in connection with the recovery thereof, and (ii) the costs incurred by the Borrower in connection with a restoration of the applicable Tower Property, if applicable, made in accordance with this Agreement, if applicable, shall be applied on such date toward the prepayment of the Loans; provided that the Borrower may apply such Net Cash Proceeds to the restoration or replacement of the affected Tower if (i) no Event of Default then exists, (ii) with respect to any Tower acquired with such Net Cash Proceeds to replace such affected Tower, the Tower Substitution Conditions have been satisfied, and (iii) with respect to any Tower to be restored with such Net Cash Proceeds, the Borrower in good faith believes that the restoration of such affected Tower will be completed not later than three (3) months prior to the Maturity Date, and the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that each of such conditions to reinvestment have been satisfied.

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(d) On each date on which the Borrower makes a prepayment under this Section 3.4, Borrower shall pay to the Administrative Agent (i) in the event that such prepayment is made on or before a Prepayment Cut-off Date, interest accruing on such amount calculated through and including the end of the Interest Period in which such Interest Payment Date occurs, or (ii) in the event that such prepayment is made on a date after a Prepayment Cut-off Date, interest accruing on such amount calculated through and including the end of the Interest Period in which the next Interest Payment Date occurs. Any prepayment received by Lender pursuant to this Section 3.4 on a date other than a Interest Payment Date shall be held by the Administrative Agent as collateral security for the Loans in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by the Administrative Agent on the next Interest Payment Date.

(e) So long as no Event of Default shall have occurred and be continuing and until the Mezzanine Credit Agreement Termination, to the extent that the Borrower is required to make a prepayment of Loans pursuant to Section 3.4(b), the Borrower shall ensure that a corresponding prepayment of loans under the Mezzanine Credit Agreement is made concurrently with the Borrower’s prepayment hereunder in the amount required under the Mezzanine Credit Agreement.

(f) Any prepayment of Loans and/or reduction of Commitments pursuant to this Section, and the rights of the Lenders in respect thereof, are subject to the provisions of Section 3.7.

Section 3.5 Computation of Interest and Fees.

(a) Interest shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower in the absence of manifest error.

Section 3.6 Inability to Determine Interest Rate. If on any day:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate; or

(b) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined on such day will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their Eurodollar Loans,

then the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans requested to be made on such day shall be made as Base Rate Loans, (y) any Base Rate Loans that were to have been Converted on such day to Eurodollar Loans shall remain Base Rate Loans, and (z) any outstanding Eurodollar Loans shall be Converted on such day to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or Continued as such. The Administrative Agent shall withdraw any such notice pursuant to clause (a) above if the Administrative Agent determines that the relevant circumstances have ceased to exist.

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Section 3.7 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Loans shall be made pro rata according to the respective Credit Exposure Percentages of the Lenders. Each payment (including each prepayment pursuant to Section 3.4) by the Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders.

(b) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 12:00 noon, New York City time, on the due date thereof to the Administrative Agent at the Administrative Agent’s office specified in Section 10.2, in Dollars and in immediately available funds. If any payment hereunder (other than payments on Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

(c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its pro rata share of such borrowing available to the Administrative Agent in accordance with Section 2.2(a), the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s pro rata share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Eurodollar Loans hereunder, on demand, from the Borrower.

(d) In the event that a Lender for any reason fails or refuses to fund its portion of a Loan at any time when no Default shall have occurred and be continuing and with respect to which all of the conditions set forth in Section 5.1 have been satisfied, and such failure shall continue for a period in excess of thirty (30) days, then, until such time as such non-funding Lender has funded its portion of such Loan (which late funding shall not absolve such non-funding Lender from any liability it may have to the Borrower or the Administrative Agent), such non-funding shall not have the right to vote regarding any issue on which voting is required or requested under this Agreement or any other Loan Document, and such non-funding Lender’s portion of the Loans shall not be counted as outstanding for purposes of determining the “Required Lenders” hereunder.

Section 3.8 Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans and Continue Eurodollar Loans as such shall forthwith be cancelled, and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be Converted automatically to Base Rate Loans.

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Section 3.9 Requirements of Law.

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to (A) the date that such Lender became a party to this Agreement, (B) with respect to a transfer or assignment made pursuant to Section 10.6(b) or (c) hereof, the effective date of such transfer or assignment, except to the extent that such Transferee’s predecessor was entitled to such amounts or (C) with respect to the designation of a new lending office, the effective date of such designation:

(i) does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Note or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 3.10 hereof and changes in the rate or manner of determination of tax on the overall net income of such Lender together with, in each case, any interest, penalties or additions to such taxes);

(ii) does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the Eurodollar Rate; or

(iii) does or shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, Continuing or maintaining Eurodollar Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly, after receiving notice as specified in clause (c) of this Section, pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to (A) the date that such Lender became a party to this Agreement, (B) with respect to a transfer or assignment made pursuant to Section 10.6(b) or (c) hereof, the effective date of such transfer or assignment, except to the extent that such Transferee’s predecessor was entitled to such amounts or (C) with respect to the designation of a new lending office, the effective date of such designation, shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, the Borrower shall promptly pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction.

(c) If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.9, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for (i) any amounts

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incurred or assessed more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor (for the avoidance of doubt, not giving effect to any amounts assessed or charged retroactively) and (ii) amounts incurred after the Borrower has repaid the Loans in full. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d) Any Lender, if claiming any additional amounts payable pursuant to this Section 3.9 or Section 3.10, shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as, in its sole determination, such efforts would not be disadvantageous to it) to designate another lending office or file any certificate or document as reasonably requested in writing by the Borrower if such designation or the making of such a filing would avoid the need for or reduce the amount of any such additional amounts.

Section 3.10 Taxes.

(a) Except as otherwise provided in Section 3.10(f) and Section 3.10(g), any and all payments by the Borrower under or in respect of this Agreement or any other Loan Documents to which the Borrower is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Taxes”), excluding, in the case of each Lender, Taxes that are imposed on or measured by its overall net income (including franchise taxes imposed in lieu thereof and branch profit taxes, and including penalties, interest and additions to Tax with respect thereto), by the jurisdiction under the laws of which such Lender is organized or of its Applicable Lending Office, or any political subdivision thereof, unless Taxes are imposed as a result of a connection that arises solely from such Lender having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Loan Documents. If the Borrower shall be required under any applicable Requirement of Law to deduct or withhold any such non-excluded Taxes (“Non-Excluded Taxes”) from or in respect of any sum payable under or in respect of this Agreement or any of the other Loan Documents to any Lender, (i) Borrower shall make all such deductions and withholdings in respect of such Non-Excluded Taxes, (ii) Borrower shall pay the full amount deducted or withheld in respect of such Non-Excluded Taxes to the relevant taxation authority or other Governmental Authority in accordance with the applicable Requirement of Law, and (iii) the sum payable by Borrower shall be increased as may be necessary so that after Borrower has made all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 3.10) such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes.

(b) In addition, Borrower hereby agrees to pay any present or future stamp, recording, documentary, excise, property or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Loan Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement or any other Loan Document (collectively, “Other Taxes”).

(c) Borrower hereby agrees to indemnify each Lender for, and to hold each of them harmless against, the full amount of Non-Excluded Taxes and Other Taxes (including penalties, interest and expenses), in each case, imposed by any jurisdiction on amounts payable under this Section 3.10. The indemnity by Borrower provided for in this Section 3.10(c) shall apply and be made whether or not the Non-Excluded Taxes or Other Taxes for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by Borrower under the indemnity set forth in this Section

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3.10 shall be paid within thirty (30) days from the date on which the applicable Lender, as the case may be, makes written demand therefor, and provides to Borrower any notice or assessment made for such Non-Excluded Taxes or Other Taxes received by such Lender from a Governmental Authority or tax authority.

(d) Any Lender that receives additional payments from the Borrower pursuant to Section 3.10(b) or (c) shall take all reasonable actions (consistent with its internal policy and legal and regulatory restrictions) requested by Borrower to assist Borrower, as the case may be, at the sole expense of Borrower, to recover from the relevant taxation authority or other Governmental Authority any Taxes in respect of which amounts were paid by Borrower pursuant to Section 3.10(a), (b) or (c). However, such Lender will not be required to take any action that would be, in the reasonable judgment of such Lender, legally inadvisable, or commercially or otherwise disadvantageous to such Lender in any respect, and in no event shall such Lender be required to disclose any tax returns or any other information that, in the sole judgment of such Lender is confidential.

(e) Within 30 days after the date of any payment of Taxes pursuant to Section 3.10, Borrower (or any Person making such payment on behalf of Borrower) shall furnish to the applicable Lender a certified copy of the original official receipt evidencing payment thereof.

(f) On or before the first payment date hereunder to which each Lender (including any participant, assignee or successor) is entitled, and from time to time thereafter if requested in writing by Borrower (but only so long as such Lender remains lawfully able to do so), any Lender that either (i) is not incorporated under the laws of the United States, any State thereof, or the District of Columbia or (ii) whose name does not include “Incorporated,” “Inc.,” “Corporation,” “Corp.,” “P.C.,” “insurance company,” or “assurance company” (a “Non-Exempt Lender”), shall deliver or cause to be delivered to Borrower the following properly completed and duly executed documents:

(1) a complete and executed (x) U.S. Internal Revenue Form W 8BEN with Part II completed in which a Lender claims the benefits of a tax treaty with the United States providing for a reduced or zero rate of withholding (or any successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W-8ECI (or any successor form thereto); or

(2) in the case of an individual, (x) a complete and executed U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a certificate substantially in the form of Exhibit L (a “Section 3.10 Certificate”) or (y) a complete and executed Internal Revenue Service Form W-9 (or any successor form thereto); or

(3) in the case of a Non-Exempt Lender that is organized under the laws of the United States, any State thereof, or the District of Columbia, (x) a complete and executed Internal Revenue Service Form W-9 (or any successor forms thereto), including all appropriate attachments or (y) if such Non-Exempt Lender is disregarded for federal income tax purposes, the documents that would be required by clause (1), (2), (3), (4) or (5) with respect to its beneficial owner if such beneficial owner were Lender; or

(4) in the case of a Non-Exempt Lender that (i) is not organized under the laws of the United States, any State thereof, or the District of Columbia, and (ii) is treated as a corporation for U.S. federal income tax purposes, a complete and executed U.S. Internal Revenue Service Form W-8BEN claiming a zero rate of withholding (or any successor forms thereto) and a Section 3.10 Certificate; or

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(5) in the case of a Non-Exempt Lender that (A) is treated as a partnership or other non-corporate entity, or is disregarded for U.S. federal income tax purposes, and (B) is not organized under the laws of the United States, any State thereof, or the District of Columbia, a (x) a complete and executed Internal Revenue Service Form W-8IMY (including all required documents and attachments) (or any successor form thereto), and (y)(i) a Section 3.10 Certificate, and (ii) without duplication, with respect to each of its beneficial owners and the beneficial owners of such beneficial owners looking through chains of owners to individuals or entities that are treated as corporations for U.S. federal income tax purposes (all such owners, “beneficial owners”), the documents that would be required by clause (1), (2), (3), (4) or this clause (5) with respect to each such beneficial owner if such beneficial owner were a Lender; provided, however, that no such documents will be required with respect to a beneficial owner to the extent the actual Lender is determined to be in compliance with the requirements for certification on behalf of its beneficial owner as may be provided in applicable U.S. Treasury regulations, or the requirements of this clause (5) are otherwise determined to be unnecessary, all such determinations under this clause (5) to be made in the sole discretion of Borrower.

If the forms referred to above in this Section 3.10(f) that are provided by a Lender at the time such Lender first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be treated as Taxes other than “Non-Excluded Taxes” (“Excluded Taxes”) and shall not qualify as Non-Excluded Taxes unless and until such Lender provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate shall be considered Excluded Taxes solely for the periods governed by such form. If, however, on the date of the Assignment and Acceptance pursuant to which a Lender assignee becomes a party to this Agreement, Lender assignor was entitled to indemnification or increased amounts under this Section 3.10, then the Lender assignee shall be entitled to indemnification or increased amounts to the extent (and only to the extent) that the Lender assignor was entitled to such indemnification or increased amounts for Non-Excluded Taxes, and the Lender assignee shall be entitled to additional indemnification or increased amounts for any other or additional Non-Excluded Taxes. Any additional Taxes in respect of a Lender that result solely and directly from a change in the Applicable Lending Office of such Lender shall be treated as Excluded Taxes (and shall not qualify as Non-Excluded Taxes) (A) except for any additional Non-Excluded Taxes imposed as a result of a change in the applicable Requirement of Law, or in the interpretation or application thereof, occurring after the date of such change or (B) unless such change is made at the request of the Borrower for such Lender to change its Applicable Lending Office. For purposes of this Section 3.10(f), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(g) For any period with respect to which any Lender has failed to provide Borrower with the appropriate form, certificate or other document described in subsection (f) of this Section 3.10 (other than (i) if such failure is due to a change in any applicable Requirement of Law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided, (ii) if such form, certificate or other document otherwise is not required under subsection (f) of this Section 3.10 or (iii) if it is legally inadvisable or otherwise commercially disadvantageous for such Lender to deliver such form, certificate or other document), such Lender shall not be entitled to indemnification or additional amounts under subsection

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(a) or (c) of this Section 3.10 with respect to Non-Excluded Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender become subject to Non-Excluded Taxes because of its failure to deliver a form, certificate or other document required hereunder, Borrower shall take such steps as such Lender shall reasonably request to assist such Lender in recovering such Non-Excluded Taxes.

(h) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

SECTION 4

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make the Loans, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

Section 4.1 Financial Condition.

(a) The consolidated balance sheet of Optasite and its consolidated Subsidiaries as at December 31, 2007 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, audited by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of Optasite and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Optasite nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments.

(b) The consolidated balance sheet of SBAC and its consolidated Subsidiaries as at December 31, 2007 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, audited by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of SBAC and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither SBAC nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments.

(c) The unaudited consolidated balance sheet of Optasite and its consolidated Subsidiaries as at March 31, 2008 and the related consolidated statements of income and of cash flows for

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the fiscal period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of Optasite and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except for the absence of footnotes and year-end adjustments and the application of FAS 13) applied consistently throughout the periods involved (except as approved by a Responsible Officer as disclosed therein). Neither Optasite nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments.

(d) The unaudited consolidated balance sheet of SBAC and its consolidated Subsidiaries as at March 31, 2008 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of SBAC and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by a Responsible Officer as disclosed therein). Neither SBAC nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments.

Section 4.2 No Change. Since December 31, 2007, there has been no development or event which has had or is reasonably expected to have a Material Adverse Effect.

Section 4.3 Existence; Compliance with Law. Each of the Borrower, the other Loan Parties and their respective Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the requisite power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a limited liability company or corporation, as applicable, and is in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply with any of the foregoing is not, in the aggregate, reasonably expected to have a Material Adverse Effect.

Section 4.4 Power; Authorization; Enforceable Obligations. The Borrower has the limited liability company power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and to borrow hereunder and has taken all necessary limited liability company action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. With respect to each other Loan Party, such Loan Party has the limited liability company or corporate (as applicable) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and has taken all necessary limited liability company or corporate action (as applicable) to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental

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Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which the Borrower is a party, except (i) consents, authorizations, filings and notices obtained or made and in full force and effect, and (ii) such consents, authorizations, filings and notices the failure to obtain or make which would not reasonably be expected to have a Material Adverse Effect. This Agreement has been, and each other Loan Document to which the Borrower is a party will be, duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document to which it is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower enforceable against each of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Section 4.5 No Legal Bar. The execution, delivery and performance of the Loan Documents to which the Borrower and each of the other Loan Parties are a party, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or material Contractual Obligation of the Borrower or any of the other Loan Parties and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation (other than Liens created by the Security Documents in favor of the Collateral Agent for the benefit of the Agents and the Lenders).

Section 4.6 No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or against any of its respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (b) which is reasonably expected to have a Material Adverse Effect.

Section 4.7 No Default. The Borrower is not in default under or with respect to any of its Contractual Obligations in any respect which is reasonably expected to have a Material Adverse Effect. No Event of Default, or to the Borrower’s knowledge, Default has occurred and is continuing.

Section 4.8 Ownership of Property. The Borrower has good and marketable fee simple title (or, in the case of the Ground Leased Properties, leasehold title, or, in the case of properties occupied pursuant to an Easement, valid easement interests) to the Tower Properties, other than the Managed Properties, except to the extent that the failure to have such title (so long as the Borrower has colorable title thereto) relates to Tower Properties generating Tower Cash Flow of not more than the Basket Amount for Non-Conforming Towers, free and clear of all Liens except as permitted under Section 7.2. The Borrower owns or leases all personal property that is necessary for the operation of the Tower Properties (other than the Managed Properties and personal property which is owned by tenants of such Tower Property, not used or necessary for the operation of the applicable Tower Property, leased by the Borrower as permitted hereunder or which constitutes leased temporary mobile antennas), subject only to Liens permitted under Section 7.2. Except as set forth on Schedule 4.8, to the actual knowledge of the Borrower there are no proceedings in Condemnation affecting any of the Tower Properties, and to the actual knowledge of the Borrower, none is threatened. No Person has any option or other right to purchase all or any portion of any of the Tower Properties or any interest therein.

Section 4.9 Intellectual Property. The Borrower owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those of which the failure to so own or license are not reasonably expected to have a Material Adverse Effect (the “Intellectual Property”). No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property

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or the validity or effectiveness of any such Intellectual Property, which, if successful, would reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim. The use of such Intellectual Property by the Borrower does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, are not reasonably expected to have a Material Adverse Effect.

Section 4.10 No Burdensome Restrictions. No Requirement of Law or Contractual Obligation of the Borrower has had or is reasonably expected to have a Material Adverse Effect.

Section 4.11 Taxes. The Borrower has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Assets by any Governmental Authority that are due and payable (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower) except with respect to state and local tax returns relating to taxes in an aggregate amount not exceeding the Threshold Amount at any one time outstanding (after applying loss probability factors in accordance with GAAP) and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be; no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

Section 4.12 Federal Regulations. No part of the proceeds of any Loans will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board as now and from time to time hereafter in effect, or for any purpose which violates, or which would be inconsistent with, the provisions of the regulations of the Board.

Section 4.13 ERISA. (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan (other than a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and, to the knowledge of the Borrower, the Borrower would not become subject to any material liability under ERISA if the Borrower, SBAC or any Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the knowledge of the Borrower, no such Multiemployer Plan is in Reorganization or Insolvent. Except to the extent that any such excess could not have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) other than such liability disclosed in the financial statements of SBAC does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits.

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(b) The Borrower is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Towers are not “plan assets” within the meaning of 29 CFR §2510.3-101.

Section 4.14 Investment Company Act; Other Regulations. The Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940 (as amended, the “Investment Company Act”), is not “controlled” by an “investment company” within the meaning of the Investment Company Act that is not registered thereunder, and is not required to register under the Investment Company Act. The Borrower is not subject to regulation under any Federal or State statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness.

Section 4.15 Subsidiaries. The Borrower has no Subsidiaries.

Section 4.16 Security Documents.

(a) The provisions of the Security Agreement and the Pledge Agreement are effective to create in favor of the Collateral Agent for the benefit of the Agents and the Lenders a legal, valid and enforceable security interest in all right, title and interest of the Loan Party thereto in the “Collateral” or “Pledged Collateral” described therein. The security interests created by the Security Agreement and the Pledge Agreement are perfected, first priority security interests, subject only to the liens and security interests expressly permitted under Section 7.2). All instruments, certificates representing all of the Pledged Stock (as defined in the Pledge Agreement) in the Subsidiaries of the Parent that constitute certificated securities, and any other certificated securities which are purported to comprise part of the Collateral have been delivered to the Administrative Agent as required under the terms of the Security Agreement and/or Pledge Agreement, together with undated stock powers or other appropriate powers duly executed in blank; all filings and other actions necessary to perfect and protect the liens and security interests of the Collateral Agent in the Collateral have been duly made or taken and are in full force and effect or will be duly made or taken in accordance with the terms of the Loan Documents; and all filing fees and recording taxes have been paid in full.

(b) The Deeds of Trust which have been executed, delivered and recorded by the Borrower create (i) valid, perfected first Liens on the applicable Tower Properties, subject only to Liens permitted under Section 7.2, and (ii) perfected first priority security interests in and to, and perfected collateral assignments of, all personalty in connection therewith (including the Rents and the Leases) in which a security interest may be perfected by filing of a UCC-1 financing statement, all in accordance with the terms thereof, in each case subject only to Liens permitted under Section 7.2 and defects in perfection due solely to the failure of improper recording of Deeds of Trust which are covered by title insurance and which relate to Towers which are not required to be Financeable Tower Properties pursuant to Section 6.10. There are no mechanic’s, materialman’s or other similar Liens or claims which have been filed for work, labor or materials affecting the Tower Properties which are or will be Liens prior to, or equal or coordinate with, the Liens of the applicable Deed of Trust except Liens which are permitted under Section 7.2. The Liens permitted under Section 7.2, in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(c) The Borrower does not own any property, or have any interest in any property of material value, that is not subject to a fully perfected first priority Lien on, or security interest in, such property in favor of the Collateral Agent (for the benefit of the Agents and the Lenders), except for such property or any such interest in property subject to the requirements of Section 6.10 to the extent such Lien or security interest is not then required on such property or interest, and subject only to Liens permitted under Section 7.2.

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Section 4.17 True and Complete Disclosure. (a) The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of the Loan Parties to the Administrative Agent or the Lenders (“Disclosure”) in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or thereto, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

All written information furnished after the date hereof by or on behalf of the Loan Parties to the Administrative Agent or the Lenders in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be, or to the Borrower’s knowledge will be, in the case of any such information related to any Pending or Recent Acquisition, true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified, it being understood that there is no assurance that any projections will be obtained. There is no fact known to a Responsible Officer of the Borrower, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the Administrative Agent or the Lenders for use in connection with the transactions contemplated hereby or thereby.

Section 4.18 Labor Relations. Neither the Borrower, SBAC nor any of SBAC’s other Subsidiaries is engaged in any unfair labor practice which is reasonably expected to have a Material Adverse Effect. Except to the extent that any of the following is reasonably expected to have a Material Adverse Effect, there is (a) no unfair labor practice complaint pending or, to the best knowledge of the Borrower, threatened against the Borrower, SBAC or any of SBAC’s other Subsidiaries before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under a collective bargaining agreement is so pending or threatened; (b) no strike, labor dispute, slowdown or stoppage pending or, to the best knowledge of the Borrower, threatened against the Borrower, SBAC or any of SBAC’s other Subsidiaries; and (c) no union representation question existing with respect to the employees of the Borrower, SBAC or any of SBAC’s other Subsidiaries and no union organizing activities are taking place with respect to any thereof. The Borrower has no employees.

Section 4.19 Insurance. The Borrower has, with respect to their respective properties and businesses, insurance which insurance meets the requirements of Section 6.5 hereof. To the knowledge of the Borrower, the Borrower, nor any other Person, has not done, by act or omission, anything which would impair the coverage of such policies.

Section 4.20 Purpose of Loans. The proceeds of the Loans shall be used by the Borrower for general corporate purposes.

Section 4.21 Environmental Matters.

(a) The facilities and properties comprising the Closing Date Portfolio and all other facilities and properties owned, leased or operated by the Borrower (collectively, the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations which (i) constitute or constituted a violation of or (ii) could reasonably be expected to give rise to liability under, any Environmental Law, except for any such violations or liabilities which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b) The Properties and all operations at the Properties are in compliance in all material respects with all applicable Environmental Laws, and there is no contamination at, under or

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about the Properties or violation of any Environmental Law with respect to such Properties or the business operated by the Borrower (the “Business”) except for such non-compliance, contamination or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(c) Neither Optasite nor any of Optasite’s Subsidiaries, including the Borrower, has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does the Borrower have knowledge, after Customary Environmental Due Diligence, that any such notice will be received or is being threatened, except for any such violation, alleged violation, non-compliance, liability or potential liability which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(d) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any such Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law except, for such transportation, disposal, generation, treatment or storage which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower after Customary Environmental Due Diligence, threatened, under any Environmental Law to which the Borrower, Optasite Holdco or any of Optasite’s Holdco’s other Subsidiaries is or will, to the knowledge of the Borrower after due inquiry, be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business except for any such action, decree, order, other administrative or judicial requirement, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower, Optasite Holdco or any of Optasite Holdco’s other Subsidiaries in connection with such Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably give rise to liability under Environmental Laws except for any such release, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(g) Borrower conducts periodically a review of the claims, if any, alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties and the Environmental Laws related thereto, and as a result thereof Borrower has reasonably concluded that, except as specifically disclosed in Schedule 4.21, such Environmental Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 4.22 Foreign Person. Neither the Borrower nor any other Loan Party is a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Section 4.23 Leases; Agreements. The Borrower has delivered to Administrative Agent true and complete copies (in all material respects) of all (i) Ground Leases and any other Leases (as in effect on the Closing Date or at the time of the creation or acquisition thereof) required to have been

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delivered pursuant to Section 6.2(g) of the Existing Credit Facility, and (ii) Material Agreements to which any Loan Party or any of its respective Subsidiaries is a party affecting the operation and management of the Towers, and such Ground Leases and Material Agreements have not been modified or amended in any material respect except pursuant to amendments or modifications delivered to Administrative Agent delivered concurrently with the certificate delivered by a Responsible Officer of the Borrower pursuant to Section 6.2(a) immediately following the execution of such amendments or modifications. Except for the rights of the fee owners of Managed Properties, and as set forth on Schedule 4.23, no Person has any right or obligation to manage any of the Towers or to receive compensation in connection with such management. Except for the parties to any leasing brokerage agreement or as expressly provided in any purchase agreement, in each case that has been delivered to Administrative Agent, no Person has any right or obligation to lease or solicit tenants for the Towers, or (except for cooperating outside brokers) to receive compensation in connection with such leasing.

Section 4.24 Rent Roll, Disclosure. A true and correct copy of the Rent Roll has been delivered to the Administrative Agent as required by Section 6.2(b). Except only as specified in the Rent Roll, or as otherwise disclosed to Administrative Agent in the estoppel certificates delivered to Administrative Agent from time to time, (i) the Leases are in full force and effect; (ii) the Borrower has not given any notice of default to any tenant under any Lease which remains uncured; (iii) to the Borrower’ knowledge, no tenant has any set off, claim or defense to the enforcement of any Lease; (iv) except as set forth on Schedule 4.24, no tenant is more than sixty (60) days in arrears in the payment of rent, additional rent or any other charges whatsoever due under any Lease, or is materially in default in the performance of any other obligations under such Lease; and (v) except as set forth on Schedule 4.24, there are no rent concessions (whether in form of cash contributions, work agreements, assumption of an existing tenant’s other obligations, or otherwise, excepting any free rent period at the commencement of the term or rent reductions scheduled to occur upon additional tenant’s executed Leases with respect to said Tower Property) or extensions of time whatsoever not reflected in such Rent Roll, except to the extent that the failure of the representations set forth in items (i) through (v) to be true with respect to Leases is not reasonably likely to have a Material Adverse Effect. Each of the Leases is valid and binding on the parties thereto in accordance with its terms.

Section 4.25 Zoning; Compliance with Laws. The Towers and the use thereof comply with all applicable zoning, subdivision and land use laws (including Historical Preservation Laws), regulations and ordinances, all applicable health, fire, building codes, parking laws and all other laws, statutes, codes, ordinances, rules and regulations applicable to the Towers, or any of them, except to the extent the failure to comply with any of the foregoing is not reasonably expected to have a Material Adverse Effect. All permits, licenses and certificates for the lawful use, occupancy and operation of each component of each of the Towers in the manner in which it is currently being used, occupied and operated have been obtained and are current and in full force and effect, except to the extent the failure to comply with any of the foregoing is not reasonably expected to have a Material Adverse Effect. To the Borrower’s knowledge, (i) except as set forth on Schedule 4.25 (which schedule may be updated by the Borrower from time to time, such changes to be reasonably acceptable to the Administrative Agent), except with respect to Towers under development and construction from time to time, no legal proceedings are pending or threatened in writing with respect to the zoning of any Tower or under any Historical Preservation Law with respect to any Tower and (ii) except as set forth in the Title Policies, neither the zoning nor any other right to construct, use or operate any Tower Property is in any way dependent upon or related to any real estate other than such Tower Property, except to the extent same would not, in the aggregate, be reasonably likely to have a Material Adverse Effect. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Requirements of Law in connection with the transfer of each Owned Property or, to the extent applicable, Leased Property to the Borrower have been paid or are being paid simultaneously with such transfer. To the Borrower’s knowledge after due inquiry, all mortgage, mortgage recording, stamp,

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intangible or other similar tax required to be paid under applicable Requirements of Law in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Deeds of Trust, have been paid or are being paid therewith. Except to the extent the same would not, in the aggregate, be reasonably likely to have a Material Adverse Effect, all taxes and governmental assessments due and owing in respect of each Owned Property or, to the extent applicable, Leased Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the title insurance policy to be issued in connection with the Deeds of Trust.

Section 4.26 Condition of the Towers. Except to the extent that the failure of any of the following to be true would not reasonably be expected to have a Material Adverse Effect, (i) except as set forth on Schedule 4.26 (which schedule may be updated by the Borrower from time to time, such changes to be reasonably acceptable to the Administrative Agent), all Improvements are in good repair and condition, ordinary wear and tear excepted, (ii) any damage to the Improvements identified on Schedule 4.26 is fully covered by insurance (subject to the applicable deductible) and the required repairs identified thereon are capable of being completed within the six (6) month period following the Closing Date or, with respect to such Improvements on a Tower acquired after the Closing Date, the date of Acquisition, (iii) the Borrower is not aware of any material latent or patent structural or other material defect or deficiency in the Towers and, other than with respect to any Tower under construction or which is new constructed and not yet operable, all necessary utilities are fully connected to the Improvements and are fully operational, are sufficient to meet the reasonable needs of each of the Towers as now used or presently contemplated to be used, and no other utility facilities or repairs are necessary to meet the reasonable needs of each of the Towers as now used or presently contemplated, (iv) none of the Improvements create encroachments over, across or upon the boundary lines of the Tower Property of such Tower, rights of way or easements of such Tower Property and no building or other improvements on adjoining land create such an encroachment, and (v) access has been insured by the Title Company for all Mortgaged Properties that are also Ground Leased Properties and the Borrower has access to each of the Mortgaged Properties that are not Ground Leased Properties.

Section 4.27 Separate Tax Lot. Each of the Towers that is an Owned Property constitutes one or more separate tax parcels.

Section 4.28 Ground Leases. (a) Each of the following is true with respect to each Ground Lease:

(i) Except with respect to Ground Leases relating to Towers generating in the aggregate Tower Cash Flow of an amount less than the Basket Amount for Non-Conforming Towers, (A) each Ground Lease contains the entire agreement of the Ground Lessor and the Ground Lessee pertaining to the Ground Leased Property covered thereby, (B) the Borrower does not have any estate, right, title or interest in or to the Ground Leased Property (other than access and utilities easements) except under and pursuant to the Ground Lease, and (C) each Ground Lessee (or the Borrower) has delivered or will deliver a true and correct copy of each of its respective Ground Leases to the Collateral Agent and such Ground Leases have not been modified, amended or assigned except as set forth therein.

(ii) Except with respect to Ground Leases relating to Towers generating in the aggregate Tower Cash Flow of an amount less than the Basket Amount for Non-Conforming Towers, (A) each Ground Lease is in full force and effect, and no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under such Ground Lease (a “Ground Lease Default”) exists on the part of the Ground Lessee or, to the Borrower’s knowledge, on the part of the Ground Lessor under such Ground Lease, (B) the

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Borrower has not received any written notice that any Ground Lease Default exists, except to the extent the Borrower has cured the same prior to the date hereof, or that any Ground Lessor or any third party alleges the same to exist.

(iii) The Ground Lessee under such Ground Lease is the exclusive owner of the lessee’s interest under and pursuant to the applicable Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under the Ground Lease (other than Tenant Leases or assignments that will terminate on or prior to the Closing Date or, with respect to a Ground Lease acquired after the Closing Date, the date of Acquisition), except in favor of Collateral Agent pursuant to the Loan Documents.

(iv) Except with respect to Ground Leases generating up to 2.5% of Aggregate Tower Cash Flow, each Ground Lease has a term that extends not less than 10 years beyond the Closing Date, after giving effect to any options to renew the Ground Lease which may be exercised at the sole discretion of the Borrower.

(b) With respect to each Ground Lease and/or the applicable Estoppel (if any) relating to Towers which the Borrower has represented to be Financeable Tower Properties as of the Closing Date and each Tower Property acquired after the date hereof:

(i) As evidenced by the owner’s title policy of the Borrower with respect thereto, the Ground Lessor(s) is the exclusive fee simple owner of its Ground Leased Property or, if not, the fee owner/lessor and each sublessor of the Ground Leased Property pertaining to such Ground Lease (other than the Ground Lessor thereof) has entered into an agreement not to terminate the Borrower’s sub-leased interest in such Ground Leased Property except upon notice to the Borrower and the Lenders and subject to the right of the Collateral Agent or Lenders to cure any default giving rise to such right to terminate.

(ii) There are no rights to terminate the Ground Lease other than (i) in favor of the Borrower and (ii) the Ground Lessor’s right to terminate by reason of default, casualty, Condemnation or other reasons, in each case as expressly set forth in the applicable Ground Lease.

(iii) The Ground Lease or a memorandum thereof or other instrument sufficient to permit recordation of a Deed of Trust has been recorded and the Ground Lease (or a separate agreement with respect thereto (the “Estoppel”)) permits the interest of the Ground Lessee to be encumbered by the related Deed of Trust, if any.

(iv) Except for Liens permitted under Section 7.2, the Borrower’s interests in the Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Deed of Trust, if any, unless a non-disturbance agreement has been obtained from the applicable holder of such lien or encumbrance reasonably satisfactory in form and substance to the Collateral Agent.

(v) The Ground Lease (or the applicable Estoppel) requires the Ground Lessor to give notice of any default by the Ground Lessee to the Collateral Agent which such notice must be delivered before the Ground Lessor may terminate the Ground Lease, or the Ground Lease or the Estoppel provides that notice of termination given under the Ground Lease is not effective against the Collateral Agent unless a copy of the notice has been delivered to the Collateral Agent in the manner described in the Ground Lease.

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(vi) The Collateral Agent is permitted to cure any default under the Ground Lease that is curable after the receipt of notice of any default.

(vii) The Ground Lessee’s interest in the Ground Lease is assignable to the Collateral Agent upon notice to, but without the consent of, the Ground Lessor (or, if any such consent is required, such consent has been obtained at or prior to the closing of such Acquisition).

(viii) The Ground Lease (or the Estoppel) requires the Ground Lessor to enter into a new lease with the Collateral Agent upon termination of the Ground Lease following rejection of the Ground Lease in a bankruptcy proceeding under the Bankruptcy Code; provided that the Collateral Agent cures any defaults that are susceptible to being cured by the Collateral Agent.

(ix) The Ground Lease (as modified by the applicable Estoppel) does not impose restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender.

Section 4.29 Easements. Except to the extent that the failure of any of the following to be true is with respect to Easements relating to Towers generating in the aggregate Tower Cash Flow in an amount less than the Basket Amount for Non-Conforming Towers:

(a) Each Easement contains the entire agreement pertaining to the applicable Tower Property covered thereby. The Borrower does not have any estate, right, title or interest in or to such Tower Properties except under and pursuant to the Easements. The Borrower has delivered true and correct copies of each of the Easements to Collateral Agent and the Easements have not been modified, amended or assigned except as set forth therein.

(b) As evidenced by the owner’s title policy of the Borrower with respect thereto, the fee owner of each Tower Property subject to the Easements is the exclusive fee simple owner of the fee estate with respect to such Tower Property.

(c) There are no rights to terminate any Easement other than as expressly set forth in the applicable Easement.

(d) Each Easement is in full force and effect, and, to the Borrower’s knowledge, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under any Easement (an “Easement Default”) exists on the part of the Borrower. The Borrower has not received any written notice that an Easement Default exists, or that any third party alleges the same to exist.

(e) The Borrower is the exclusive owner of the easement interest under and pursuant to each Easement and has not assigned, transferred, or encumbered its interest in, to, or under any Easement (other than Tenant Leases or assignments that will terminate on or prior to the Closing Date or the Acquisition of such Easement, as applicable), except in favor of Collateral Agent pursuant to this Agreement and the other Loan Documents.

Section 4.30 No Synthetic Leases. The Borrower is not a party to any Synthetic Lease.

Section 4.31 Financeability. On the Operative Date, not less than 80% of Aggregate Tower Cash Flow (determined as of the Operative Date) is generated from Financeable Tower Properties.

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SECTION 5

CONDITIONS PRECEDENT

Section 5.1 Conditions to Effectiveness of Amendment and Restatement of Existing Credit Facility. The amendment and restatement of the Existing Credit Facility by this Agreement shall be effective upon the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by the Borrower and the other Loan Parties in or pursuant to the Loan Documents shall be true and correct on and as of the date of the effectiveness of this Agreement as if made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects as of such earlier date.

(b) No Default. No Default or Event of Default shall have occurred and be continuing on the Closing Date (or after giving effect to any Loan being made on the Closing Date).

(c) Loan Documents. The Administrative Agent shall have received:

(i) this Agreement, executed and delivered by each Lender and a duly authorized officer of the Borrower, with a counterpart of each for the Borrower and each Lender,

(ii) for the account of each Lender that has requested such a promissory note, a Note of the Borrower conforming to the requirements hereof and executed by a duly authorized officer of the Borrower,

(iii) the Reaffirmation of Pledge Agreement, executed and delivered by a duly authorized officer of each party thereto, with a counterpart or conformed copy for each Lender,

(iv) the Reaffirmation of Security Agreement, executed and delivered by a duly authorized officer of each party thereto, with a counterpart or conformed copy for each Lender,

(v) the Reaffirmation of Parent Non-recourse Guarantee, executed and delivered by a duly authorized officer of each party thereto, with a counterpart or conformed copy for each Lender,

(vi) the Reaffirmation of Environmental Indemnity Agreement, executed and delivered by a duly authorized officer of each party thereto, with a counterpart or conformed copy for each Lender,

(vii) the SBAC Limited Guarantee, executed and delivered by a duly authorized officer of SBAC, and

(viii) the SBAC Full-Recourse Guarantee, executed and delivered by a duly authorized officer of SBAC.

(d) Related Agreements. The Administrative Agent shall have received true and correct copies of such documents or instruments as may be reasonably requested by the Administrative Agent, a copy of any other debt instrument, security agreement or other material contract to which SBAC or any of its Subsidiaries may be a party.

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(e) Secretary’s Certificates. The Administrative Agent shall have received a certificate on behalf of each Loan Party, dated the Closing Date, substantially in the form of Exhibit M, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent.

(f) Corporate Proceedings of the Loan Parties. The Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or managing member of each Loan Party authorizing (i) the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, (ii) the borrowings contemplated hereunder, and (iii) if party to a Security Document, the granting by it of the Liens created pursuant to the Security Documents, certified pursuant to the certificate delivered in respect of such Loan Party pursuant to Section 5.1(e), shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.

(g) Incumbency Certificates. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, as to the incumbency and signature of the Responsible Officers or other officers of such Loan Party executing any Loan Document, which certificate shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(e) and shall be reasonably satisfactory in form and substance to the Administrative Agent.

(h) Governing Documents. The Administrative Agent shall have received true and complete copies of the Governing Documents of each Loan Party, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of such Loan Party, which certification shall be included in the certificate delivered in respect of such Loan Party pursuant to Section 5.1(e) and shall be in form and substance reasonably satisfactory to the Administrative Agent. The Governing Documents of the Borrower shall contain customary bankruptcy remote, special purpose entity provisions required by the Rating Agencies in securitization transactions, and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.

(i) Good Standing Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization, and (ii) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.

(j) Consents, Licenses and Approvals. The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 4.4.

(k) Legal Opinions. The Administrative Agent shall have received (i) the executed legal opinion of Cooley Godward Kronish LLP, counsel to the Borrower and Parent, and (ii) the executed legal opinion of Holland & Knight LLP, counsel to SBAC, each in form and substance reasonably satisfactory to the Administrative Agent.

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(l) Actions to Perfect Liens. The Collateral Agent shall have received evidence in form and substance reasonably satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, with respect to the Borrower, the filing of proper Uniform Commercial Code financing statements or amendments to previously filed Uniform Commercial Code financing statements, necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created by the Security Documents shall have been completed or duly provided for.

(m) Lien Searches. The Administrative Agent shall have received the results of a recent search by a Person reasonably satisfactory to the Administrative Agent, of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to personal property of the Borrower, and the results of such search shall be reasonably satisfactory to the Administrative Agent.

(n) Insurance. The Administrative Agent shall have received evidence in form and substance satisfactory to it that all of the requirements of Section 6.5 of the Existing Credit Facility, Section 5(j) of the Security Agreement and Section 3 of the Deeds of Trust shall have been satisfied.

(o) Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit N hereto, as to matters set forth in Section 5.1(a) and (b).

(p) [RESERVED].

(q) Phase I Environmental Reports. The Administrative Agent shall have received Phase I environmental site assessment report, ASTM test E1527-05 for each Tower Property comprising the Closing Date Portfolio it being understood such Phase I environmental site assessment report delivered in connection with the Existing Credit Facility shall be deemed to have been received for purposes of this Agreement.

(r) Tower Documentation. The Administrative Agent shall have received the Tower Documentation for each Tower Property comprising the Closing Date Portfolio.

(s) Additional Matters. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory in form and substance to the Administrative Agent.

Upon the Administrative Agent being satisfied that all of the conditions precedent set forth in this Section 5.1 have been fulfilled, the Administrative Agent shall instruct its counsel to notify the Borrower and the Lenders by electronic mail, and upon such notice by the Administrative Agent’s counsel, the Closing Date shall occur. The giving of such notice shall be without prejudice to the rights and remedies of the Administrative Agent and the Lenders hereunder, and the giving of such notice shall not constitute a waiver of the failure of the Borrower to satisfy any such condition precedent (but shall not impair the effectiveness of this Agreement).

Section 5.2 Conditions to Loan on the Operative Date. The agreement of each of the Lenders to make its respective Loan on the Operative Date is subject to the satisfaction, immediately prior to or concurrently with the making of such Loan on the Operative Date, of the following conditions precedent on or before the date one hundred eighty (180) days after the Closing Date:

(a) Assumption Fee. Optasite will pay Morgan Stanley an assumption fee of $750,000.

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(b) Consummation of Merger Transaction. The Merger Transaction shall have been consummated or shall have been consummated concurrently with the making of such Loan.

(c) Borrower’s Certificate of Merger. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit N-2 hereto.

(d) SBAC’s Certificate of Merger. The Administrative Agent shall have received a certificate of a Responsible Officer of SBAC, substantially in the form of Exhibit N-3 hereto.

(e) Payment of Legal Fees and Expenses. To the extent invoiced and without duplication, the Borrower shall have paid all accrued and unpaid legal fees and expenses of Morgan Stanley which are payable pursuant to Section 10.5 or Section 10.5 of the Existing Credit Agreement.

(f) Payoff Letter. The Administrative Agent shall have received the countersignature of the Mezzanine Borrower of the Payoff Letter dated on or prior to the Operative Date between Morgan Stanley and the Mezzanine Borrower, relating to the payoff and termination of the Mezzanine Borrower Credit Agreement.

(g) Insurance. The Administrative Agent shall have received evidence in form and substance satisfactory to it that all of the requirements of Section 6.5 hereof, Section 5(j) of the Security Agreement and Section 3 of the Deeds of Trust shall have been satisfied.

(h) Maximum Leverage. Before and after giving effect to such Loans, the ratio of Debt for Borrowed Money of the Borrower to Aggregate Tower Cash Flow shall not exceed 7:00 to 1:00.

(i) Representations and Warranties. Each of the representations and warranties made by the Borrower and the other Loan Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date of the effectiveness of this Agreement as if made on and as of such date, except to the extent that such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects as of such earlier date.

(j) No Default. No Default or Event of Default shall have occurred and be continuing on the Closing Date (or after giving effect to the Loan being made on the Operative Date).

The borrowing by the Borrower hereunder on the Closing Date shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in this Section 5.2 have been satisfied. With respect to the closing condition set forth in Section 5.2(f), Morgan Stanley agrees to deliver to the Mezzanine Borrower an executed copy of the Payoff Letter described therein on or before the later of (i) five Business Days prior to the Operative Date, and (ii) two Business Days after receiving notice of the Operative Date from the Borrower.

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SECTION 6

AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as any of the Commitments remain in effect or any amount is owing to any Lender or the Agents hereunder or under any other Loan Document, the Borrower shall:

Section 6.1 Financial Statements. Furnish to each Lender:

(a) Within one hundred twenty (120) days after the end of each calendar year, commencing with the end of the 2008 fiscal year, true and complete copies of the Financial Statements of SBAC and the Borrower, respectively, for such year (or in the case of the 2008 Financial Statements of the Borrower, from the period from the Operative Date to December 31, 2008); provided that, while SBAC is a publicly traded entity, delivery of SBAC’s annual report on form 10 K filed with the United States Securities and Exchange Commission (the “SEC”) shall satisfy the requirements of this Section 6.1(a) with respect to SBAC. All such Financial Statements shall be audited by an Approved Accounting Firm or by other independent certified public accountants reasonably acceptable to Administrative Agent, and shall bear the unqualified certification of such accountants that such Financial Statements present fairly in all material respects the financial position of the subject company. The annual Financial Statements for the Borrower shall be accompanied by Supplemental Financial Information for such calendar year. The annual Financial Statements for the Borrower shall also be accompanied by a certification executed by the Borrower’s chief executive officer or chief financial officer (or other officer with similar duties), satisfying the criteria set forth in Section 6.2(a) below, and a Compliance Certificate (as defined below).

(b) Within forty five (45) days after the end of each of the first three fiscal quarters in each year, copies of the Financial Statements of SBAC and the Borrower, respectively, for such quarter to Lender, together with a certification executed on behalf of the Borrower by its chief executive officers or chief financial officers (or other officer with similar duties) in accordance with the criteria set forth in Section 6.2(a) below; provided that, while SBAC is a publicly traded entity, delivery of SBAC’s quarterly report on Form 10 Q filed with the SEC shall satisfy the requirements of this Section 6.1(b) with respect to SBAC. Such quarterly Financial Statements of the Borrower shall be accompanied by Supplemental Financial Information and a Compliance Certificate for such calendar quarter. Together with the quarterly Financial Statements delivered hereunder, the Borrower shall, upon request, deliver or make available in an online database copies of all Leases executed during such calendar quarter.

(c) Within thirty (30) days after the end of each calendar month, the following items determined in accordance with GAAP: (a) monthly and year-to-date operating statements prepared for such calendar month (which shall include budgeted and, commencing with the first full calendar month following the one year anniversary of the Closing Date, last year results for the same year to date period), containing such information as is necessary and sufficient under GAAP to fairly represent the results of operation of the Towers during such calendar month (except that full financial statement footnotes are only required annually), all in form reasonably satisfactory to the Administrative Agent. Along with such operating statements, the Borrower shall deliver to Lender a Compliance Certificate of its chief executive officer or chief financial officer (or other officer with similar duties) satisfying the criteria set forth in Section 6.2(a) below.

(d) Borrower shall submit an annual budget (operating expenses and cash flow) to Collateral Agent not later than forty-five (45) days after the first Business Day of each fiscal year. Notwithstanding the foregoing and provided that no Event of Default has occurred and is continuing, the

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Borrower may, from time to time during the fiscal year, amend or modify an annual budget to reflect actual increases from amounts budgeted with respect to third party expenses; provided, that Borrower shall promptly submit to Collateral Agent any such amended or modified annual budget. During any period that an Event of Default has occurred and is continuing, the annual budget for any new fiscal year shall be deemed to be the then-applicable annual budget provided that amounts set forth in such then-applicable annual budget (i) for items other than non-discretionary items shall be deemed to be increased on a percentage basis by an amount equal to five percent (5%), and (ii) for non-discretionary items such as insurance premiums, amounts owed to utilities and Taxes, shall be deemed to be increased by the actual amount, as then known to Borrower, by which the cost of such items increased during such fiscal year.

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (except for, in the case of any unaudited financial statements, the application of FAS 13 and the absence of footnotes and normal year-end adjustments) applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

Section 6.2 Certificates; Other Information. Furnish to the Administrative Agent:

(a) Together with the Financial Statements and other documents and information provided to Administrative Agent under this Section 6.2, a certification to Lenders, executed on behalf of the Borrower and SBAC by their respective chief executive officer or chief financial officer (or other officer with similar duties, a “Responsible Officer”), (i) stating that to their Knowledge after due inquiry such quarterly and annual Financial Statements and information fairly present the financial condition and results of operations of the Borrower and SBAC for the period(s) covered thereby (except for the absence of footnotes with respect to the monthly and quarterly Financial Statement), and do not omit to state any material information without which the same might reasonably be misleading, and all other non financial documents submitted to Lenders (whether monthly, quarterly or annually) are true, correct, accurate and complete in all material respects, (ii) in the case of quarterly and annual reports, containing (A) a calculation of the financial covenants set forth in Section 7.18, (B) a calculation of the Debt Service Coverage Ratio as at the end of the period covered by such financial statements, and (iii) stating that, to the knowledge of such Responsible Officer, the Borrower during such period has observed or performed, in all material respects, all of its covenants and other agreements contained in this Agreement and the other Loan Documents to be observed or performed by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except in each case as specified in such certificate (the “Compliance Certificate”).

(b) upon request, a copy of the most recent Rent Roll for each Tower;

(c) within five (5) days after the same are sent, copies of all financial statements and reports which SBAC sends to its equity holders generally, and within five (5) days after the same are filed, copies of all financial statements and reports which SBAC may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority;

(d) If any Phase I environmental site assessment report with respect to any Tower Property previously delivered by the Borrower to the Administrative Agent reveals any condition that in the Administrative Agent’s reasonable judgment warrants such a report, the Borrower shall deliver to the Administrative Agent a limited subsurface investigation with respect to such condition at such Tower within 60 days after the Administrative Agent requests such limited subsurface investigation;

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(e) no later than five (5) Business Days prior to the closing date of any Acquisition, the Tower Documentation for such Acquisition; and

(f) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Section 6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower.

Section 6.4 Conduct of Business and Maintenance of Existence. (a)(i) Continue to engage in business of the same general type as now conducted by it, (ii) preserve, renew and keep in full force and effect its legal existence, and (iii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business except as otherwise permitted pursuant to Section 7.4 and except, in the case of clause (iii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith is not, in the aggregate, reasonably expected to have a Material Adverse Effect.

Section 6.5 Maintenance of Property; Insurance. Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted; maintain the following described policies of insurance without cost to the Lenders or the Agents (the “Insurance Policies”):

(i) Commercial general liability insurance, including death, bodily injury and broad form property damage coverage with a combined single limit in an amount not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate for any policy year;

(ii) For each Tower (other than the Managed Sites) located in whole or in part in a federally designated “special flood hazard area”, flood insurance to the extent required by law and available at federally subsidized rates;

(iii) An umbrella excess liability policy with a limit of not less than ten million dollars ($10,000,000) over primary insurance, which policy shall include coverage for water damage, so called assumed and contractual liability coverage, premises medical payment and automobile liability coverage, and coverage for safeguarding of personalty and shall also include such additional coverages and insured risks which are acceptable to Lender;

(iv) Business interruption and/or rent loss insurance with an aggregate limit equal to $5,000,000;

(v) Property insurance in an amount equal to $5,000,000; and

(vi) During any period of construction, repair or restoration, builders “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Towers.

All Insurance Policies shall be in content (including, without limitation, endorsements or exclusions, if any), form, and amounts, and issued by companies, satisfactory to Administrative Agent from time to

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time and shall name Collateral Agent and its successors and assignees as their interests may appear as an “additional insured” or “loss payee” for each of the liability policies under this Section 6.5 and shall (except for Worker’s Compensation Insurance) contain a waiver of subrogation clause reasonably acceptable to Administrative Agent. All Insurance Policies under Sections 6.5(ii), (iv), and (v), hereof with respect to the Mortgaged Properties shall contain a Non Contributory Standard mortgagee clause and a mortgagee’s Loss Payable Endorsement (Form 438 BFU NS), or their equivalents (such endorsements shall entitle Collateral Agent to collect any and all proceeds payable under all such insurance, with the insurance company waiving any claim or defense against Collateral Agent for premium payment, deductible, self insured retention or claims reporting provisions). All Insurance Policies shall provide that the coverage shall not be modified without thirty (30) days’ advance written notice to Collateral Agent and shall provide that no claims shall be paid thereunder to a Person other than Collateral Agent without ten (10) days’ advance written notice to Collateral Agent. The Borrower may obtain any insurance required by this Section through blanket policies; provided, however, that such blanket policies shall separately set forth the amount of insurance in force (together with applicable deductibles, and per occurrence limits) with respect to the Towers and shall afford all the protections to Collateral Agent as are required under this Section. Except as may be expressly provided above, all policies of insurance required hereunder shall contain no annual aggregate limit of liability, other than with respect to liability insurance. If a blanket policy is issued, a certified copy of said policy shall be furnished, together with a certificate indicating that Collateral Agent is an additional insured (and, if applicable, loss payee) under such policy in the designated amount. The Borrower will deliver duplicate originals of all Insurance Policies, premium prepaid for a period of one (1) year, to Collateral Agent and, in case of Insurance Policies about to expire, the Borrower will deliver duplicate originals of replacement policies satisfying the requirements hereof to Collateral Agent prior to the date of expiration; provided, however, if such replacement policy is not yet available, the Borrower shall provide Collateral Agent with an insurance certificate executed by the insurer or its authorized agent evidencing that the insurance required hereunder is being maintained under such policy, which certificate shall be acceptable to Collateral Agent on an interim basis until the duplicate original of the policy is available. An insurance company shall not be satisfactory unless such insurance company is licensed or authorized to issue insurance in the State where the applicable Tower is located and has a claims paying ability rating by the Rating Agencies of “A” (or its equivalent). Notwithstanding the foregoing, a carrier which does not meet the foregoing ratings requirement shall nevertheless be deemed acceptable hereunder provided that such carrier is reasonably acceptable to Collateral Agent. If any insurance coverage required under this Section 6.5 is maintained by a syndicate of insurers, the preceding ratings requirements shall be deemed satisfied as long as at least seventy five percent (75%) of the coverage (if there are four or fewer members of the syndicate) or at least sixty percent (60%) of the coverage (if there are five or more members of the syndicate) is maintained with carriers meeting the claims paying ability ratings requirements by Fitch and Moody’s (if applicable) set forth above and all carriers in such syndicate have a claims paying ability rating by Fitch of not less than “BBB” and by Moody’s of not less than “Baa2” (to the extent rated by Moody’s). The Borrower shall furnish Collateral Agent receipts for the payment of premiums on such insurance policies or other evidence of such payment reasonably satisfactory to Collateral Agent . The requirements of this Section 6.5 shall apply to any separate policies of insurance taken out by the Borrower concurrent in form or contributing in the event of loss with the Insurance Policies. Losses shall be payable to Collateral Agent notwithstanding (1) any act, failure to act or negligence of the Borrower or their agents or employees, Collateral Agent or any other insured party which might, absent such agreement, result in a forfeiture or all or part of such insurance payment, other than the willful misconduct of Collateral Agent knowingly in violation of the conditions of such policy, (2) the occupation or use of the Towers or any part thereof for purposes more hazardous than permitted by the terms of such policy, (3) any foreclosure or other action or proceeding taken pursuant to this Agreement or (4) any change in title to or ownership of the Towers or any part thereof. The property insurance described in this Section 6.5 hereof shall include “underground hazards” coverage; “time element” coverage by which Collateral Agent shall be assured payment of all amounts due under the Notes, this Agreement and the other Loan Documents;

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“extra expense” (i.e., soft costs), clean up, transit and ordinary payroll coverage; and “expediting expense” coverage to facilitate rapid repair or restoration of the Towers. The Insurance Policies shall not contain any deductible in excess of $300,000.

Section 6.6 Inspection of Property; Books and Records; Discussions. Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and permit representatives of any Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records during business hours, upon reasonable advance notice and up to two times during any twelve-month period (unless a Default shall have occurred and be continuing, in which case as often as may be reasonably desired), at such Agent’s expense (unless an Event of Default shall have occurred and be continuing, in which case, at the Borrower’s expense), and to discuss the business, operations, properties and financial and other condition of the Borrower with officers and employees of the Borrower and with its independent certified public accountants.

Section 6.7 Notices. Promptly give notice to the Administrative Agent and each Lender upon any officer thereof obtaining knowledge of any of the following:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of the Borrower or Parent or (ii) litigation, investigation or proceeding which may exist at any time between the Borrower or Parent and any Governmental Authority, which in either case is reasonably expected to have a Material Adverse Effect;

(c) any litigation or proceeding affecting the Borrower or Parent in which the amount involved is $250,000 or more and not covered by insurance or in which injunctive or similar relief is sought that, if enforced, would be of similar impact;

(d) the acquisition by the Borrower or Parent of any Tower;

(e) the occurrence of any transaction or occurrence referred to in Section 3.4(a), (b) or (c) triggering a mandatory prepayment;

(f) the following events, as soon as possible and in any event within thirty (30) days after the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any material required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan; or

(g) any development or event which has had or is reasonably expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto.

Section 6.8 Environmental Laws. Comply with, and shall use its commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable

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Environmental Laws, except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect, and obtain and comply in all material respects with and maintain, and use its commercially reasonable efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect.

Section 6.9 Leases.

(a) Tenant Leases. After the Closing Date, only enter into new Tenant Leases or become party to any Tenant Leases which are not Oral Tenant Leases, and will use its commercially reasonable efforts to ensure that each Tenant Lease (i) is not oral and is subject to written agreement, (ii) does not prohibit or render unenforceable or void any Lien of the Collateral Agent or any foreclosure and/or operation of the Tower on which such Tenant Lease is located by the Collateral Agent, whether by contractual provision, operation of law, or otherwise, (iii) does not have any provision preventing, hindering or prohibiting the Collateral Agent from directly receiving the rents, receivables or other revenues generated in respect of such Tenant Lease from the lessee thereof (or the effect of which prevents, hinders or prohibits such action by operation of Law), and (iv) is subject to a first priority security interest in such Tenant Lease and all rents, issues and profits with respect thereto to the Collateral Agent.

(b) Ground Leases. After the Closing Date, only enter into new Ground Leases, or become party to any Ground Leases on commercially reasonable terms, and on a monthly basis provide written notice to the Collateral Agent of each such new Ground Lease, detailing such new Ground Lease and providing information with respect thereto. The Borrower shall use its commercially reasonable efforts to only enter into new Ground Leases which contain the terms that are substantially similar to those set forth on Exhibit O attached hereto. The Borrower shall use commercially reasonable efforts to provide the Collateral Agent with respect to each Ground Lease, Estoppel and Attornment Language immediately after each creation or acquisition thereof by the Borrower except to the extent that the protections afforded thereby are provided under such Ground Lease.

Section 6.10 Financeability Requirements; Additional Collateral; Guarantors.

(a) Each Tower (or Tower Property, as the case may be) acquired by the Borrower from Asset Sale Prepayment Amounts pursuant to Section 3.4(b) on or after the Operative Date shall be a Financeable Tower Property upon Acquisition. In addition, the Tower Cash Flow from any Tower acquired by the Borrower on or after the Operative Date which is not a Financeable Tower Property upon Acquisition shall not, until such Tower becomes a Financeable Tower Property, be included in Aggregate Tower Cash Flow. Upon the Acquisition thereof or the date on which the Borrower represents to the Administrative Agent such Tower (or Tower Property, as the case may be) acquired by the Borrower on or after the Operative Date is a Financeable Tower Property, the Borrower shall be deemed to make each representation and warranty set forth in Sections 4.23 through 4.29 with respect to such Tower (or Tower Property, as the case may be).

(b) The Borrower shall execute and deliver any and all further documents, financing statements, agreements and instruments, and shall take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any applicable Law or that the Collateral Agent may reasonably request based on the advice of counsel to ensure the creation, perfection and priority of the Collateral Agent’s Lien on the Collateral. Without limiting the foregoing, if requested by the Collateral Agent, the Borrower will amend each Mortgage with a specified Maturity Date to reflect the Maturity Date hereunder.

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(c) In the event that the Borrower acquires any property or interest in property of material value (including, without limitation, real property), that is not subject to a perfected Lien in favor of the Collateral Agent (for the benefit of the Agents and the Lenders) pursuant to the Security Documents, take such other action as the Collateral Agent shall reasonably request in order to create and/or perfect a Lien in favor of the Collateral Agent for the benefit of the Agents and the Lenders on such property.

Section 6.11 Interest Rate Protection Agreement. The Borrower shall (i) ensure that the Interest Rate Caps set forth on Schedule 6.11-A covering the interest rate exposure under the Existing Credit Agreement remain in full force and effect and, if necessary to do so, be amended to cover the interest rate exposure under this Agreement, (ii) use its commercially reasonable efforts to ensure that the interest rate caps of the Mezzanine Borrower set forth on Schedule 6.11-B covering the interest rate exposure under the Mezzanine Borrower Credit Agreement are, upon the Mezzanine Borrower Credit Agreement Termination, assigned to the Borrower and amended to cover the interest rate exposure under this Agreement (whereupon such interest rate caps will be deemed Interest Rate Caps hereunder), and ensure that such Interest Rate Caps remain in full force and effect, and (iii) if any such Interest Rate Cap is not maintained with the Borrower, cause such Interest Rate Cap to be assigned to the Borrower. In the event it is necessary for the Borrower to have additional Interest Rate Caps in order to sell or syndicate the Loans (including, without limitation, in any Secondary Market Transaction), the Borrower shall, at the Lenders’ expense, be required to enter into such Interest Rate Caps with a Qualified Counterparty and having a strike price determined by the Administrative Agent, and such Interest Rate Cap shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent. In the event of any downgrade or withdrawal of the rating of any Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace such Interest Rate Cap not later than thirty (30) days following receipt of notice of such downgrade or withdrawal with a Interest Rate Cap in form and substance reasonably satisfactory to the Administrative Agent and with the same strike price as the Interest Rate Cap being replaced and from a Counterparty reasonably acceptable to Administrative Agent having a Minimum Counterparty Rating; provided, however, that if any Rating Agency withdraws or downgrades the credit rating of such Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace such Counterparty under such Interest Rate Cap, provided that within thirty (30) days following notice to Borrower of such downgrade or withdrawal (y) such Counterparty or an Affiliate thereof posts additional collateral acceptable to the Rating Agencies (or if such Counterparty is Morgan Stanley Capital Services Inc. or an Affiliate thereof, such additional collateral as set forth in Annex I attached to the Interest Rate Cap) from time to time securing its obligations under such Interest Rate Cap, or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to the Rating Agencies guaranteeing such Counterparty’s obligations under such Interest Rate Cap. Notwithstanding the foregoing, if S&P or Fitch withdraws or downgrades the long-term credit rating of such Counterparty below “BBB+” or short term credit rating below “A-3”, or Moody’s withdraws or downgrades the credit rating of such Counterparty below “A2” (if such Counterparty has only a long term rating from Moody’s) or below “A3” or “P-2” (if such Counterparty has both long term and short term ratings from Moody’s), Borrower shall replace such Interest Rate Cap not later than thirty (30) days following receipt of notice of such downgrade or withdrawal with a Interest Rate Cap in form and substance reasonably satisfactory to the Administrative Agent and with the same strike price as the Interest Rate Cap being replaced and from a Counterparty reasonably acceptable to Administrative Agent having a Minimum Counterparty Rating. Upon the execution of any Interest Rate Cap maintained by the Borrower pursuant to this Section 6.11, the Borrower shall contemporaneously deliver to the Administrative Agent an Assignment of Interest Rate Cap duly executed by a Responsible Officer of the Borrower with respect to such Interest Rate Cap.

Section 6.12 Work in Progress. No later than five Business Days after the Operative Date, all Towers under construction and not yet placed in service shall be transferred to an Affiliate of

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SBAC other than the Parent or Borrower; provided that if a third party consent is needed prior to a transfer of any such Tower, such five Business Day period shall not be applicable to the transfer of such Tower so long as the Borrower uses commercially reasonable efforts to promptly obtain such consent.

SECTION 7

NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as any of the Commitments remain in effect or any amount is owing to any Lender or the Agents hereunder or under any other Loan Document, the Borrower shall not, directly or indirectly:

Section 7.1 Limitation on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness or issue any Capital Stock, except:

(a) Indebtedness of the Borrower under this Agreement;

(b) trade payables and short term contractual obligations in connection with a Acquisition owed to the seller party (including without limitation commercially reasonable earnouts), in each case, incurred in the ordinary course of business; and

(c) any Guarantee Obligations permitted under Section 7.3.

Section 7.2 Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for:

(a) zoning, subdivision and building laws and regulations of general application to the property;

(b) with respect to Leased Property, the interests of the owner or lessor thereof;

(c) Liens for taxes, assessments, governmental charges, levies or claims not yet due or which are being contested in good faith by appropriate proceedings (excluding Liens arising under any Environmental Laws (which are covered in Section 7.2(d) below), Liens in favor of the Internal Revenue Service of the United States, the PBGC or any Plan); provided that (i) adequate reserves with respect thereto are maintained on the books of the Borrower in conformity with GAAP, or (ii) with respect Internal Revenue Service or income tax liens against a prior owner of a Leased Property, an escrow has been established sufficient to pay such Taxes in full should said owner be unsuccessful in reducing or eliminating such Lien;

(d) Liens arising under Environmental Laws, which secure remediation obligations not exceeding (as to the Borrower) $1,000,0000 in an aggregate amount at any time outstanding, with respect to which a cash reserve in an amount equal to the remediation costs has been provided for and funded;

(e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens (i) arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings or (ii) for which the Borrower is adequately indemnified by the seller of the relevant property;

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(f) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self insurance arrangements;

(g) easements, rights-of-way, licenses, restrictions, encroachments and other similar encumbrances incurred in the ordinary course of the business of the Borrower or, with respect to any Tower Property, existing on the date of its acquisition by the Borrower, which, in the aggregate, do not materially (1) interfere with the ordinary conduct of the business of the Borrower, taken as a whole, or (2) impair the use or operations of the Tower Properties, taken as a whole;

(h) Liens created by lease agreements, statute or common law to secure the payments of rental amounts and other sums not yet delinquent thereunder;

(i) Liens on Leased Property created or caused by an owner or lessor thereof or arising out of the fee interest therein;

(j) Licenses, sublicenses, leases or subleases granted by the Borrower in the ordinary course of their businesses and not expressly prohibited by any provision of this Agreement or any other Loan Document and not materially interfering with the conduct of the business of the Borrower;

(k) restrictions on transfers of any Licenses of the Borrower imposed by the terms of such Licenses or by applicable Requirements of Law;

(l) Liens created pursuant to the Security Documents;

(m) Liens on Towers generating no more than 5% of Aggregate Tower Cash Flow securing the payment of judgments in the aggregate amount at any time not to exceed the Threshold Amount, which Liens are being appealed and contested in good faith, and have been adequately bonded pending such appeals;

(n) Liens in the ordinary course of business on (i) cash to secure performance of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders or (ii) escrow deposits in connection with Acquisitions permitted hereunder; and

(o) Liens related to Tower Properties that are insured over by a Title Policy or are listed as exceptions in such Title Policy and are accepted in writing by the Administrative Agent.

Section 7.3 Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation, other than indemnities made by the Borrower in favor of the title company in connection with the issuance of a title policy on a Mortgaged Property in form and substance reasonably satisfactory to the Collateral Agent.

Section 7.4 Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business.

Section 7.5 Limitation on Sale of Assets. Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, except:

(a) the sale or other disposition of obsolete or worn out property in the ordinary course of business;

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(b) the sale or other disposition of any Tower, provided that the requirements set forth in Section 3.4(b) with respect to the Net Cash Proceeds thereof shall have been satisfied; and

(c) the lease of Tower capacity in the ordinary course of business;

provided, that for the avoidance of doubt, this Section 7.5 shall not prohibit (i) the transfer by the Borrower to any Affiliate of SBAC of any Towers under construction which are required to be transferred pursuant to Section 6.12 or (ii) the assignment to SBAC or any Affiliate of SBAC of the Borrower’s rights to purchase any Towers arising under a purchase agreement entered into prior to the Operative Date which has not closed and with respect to which the seller party is not in breach.

Section 7.6 Limitation on Distributions. Declare or pay any dividend (other than dividends payable solely in common stock of the Borrower) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Capital Stock of the Borrower or any warrants or options to purchase any such Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower, or enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrower to make payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (such declarations, payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and distributions, and such transactions with any Derivatives Counterparties, being herein called “Restricted Payments”), except for (i) Restricted Payments in the form of cash when no Event of Default has occurred (or would result therefrom) and is continuing, (ii) Restricted Payments in the form of Towers under construction and not yet placed in service to facilitate the transfer of such Towers to an Affiliate of SBAC (other than the Borrower or the Parent) as required pursuant to Section 6.12, or (iii) Restricted Payments in the form of the Borrower’s rights to purchase any Towers arising under a purchase agreement entered into prior to the Operative Date which has not closed and with respect to which the seller party is not in breach.

Section 7.7 Limitations on Amendments to Ground Leases. Cancel, terminate, surrender any Ground Lease or, to the extent such action would materially adversely affect the protections afforded to the Collateral Agent under such Ground Lease, amend any Ground Lease, or allow any Ground Lease to be so cancelled, terminated, surrendered or amended, without the prior written consent of the Required Lenders; provided that such consent shall not be unreasonably withheld, conditioned or delayed for (i) the termination of any Ground Lease in relation to any Tower which has negative Tower Cash Flow, or (ii) any amendment of the Ground Lease that, in the reasonable opinion of the Collateral Agent, does not materially increase the burden of the Borrower under such Ground Lease; provided further, that no such consent shall be required if the Borrower (i) terminates such Ground Lease because either (A) it has acquired a fee simple or easement interest in the property subject to such Ground Lease, or (B) the Tower Property related to such Ground Lease is subject to a Recovery Event if the related Net Cash Proceeds thereof are applied in accordance with Section 3.4(c), or (ii) amends such Ground Lease solely to the extent that such amendment (A) adds additional property to such Ground Lease or moves the location of any Easement related thereto, (B) extends the term of such Ground Lease or increases the rent thereon at market rates, or (C) effects an assignment of such Ground Lease permitted by Section 7.5 if the Net Cash Proceeds of such assignment are applied in accordance with Section 3.4(b), in each case so long as no Default or Event of Default would otherwise result from such amendment. The Required Lenders shall use good faith efforts to respond within ten (10) Business Days after Collateral Agent’s receipt of

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Borrower’s written request for approval or consent required under this Section 7.7. If the Required Lenders fail to respond to such request within ten (10) Business Days, and Borrower sends a second request containing a legend in bold letters stating that the Required Lender’s failure to respond within five (5) Business Days shall be deemed consent or approval, the Required Lenders shall be deemed to have given such approval or consent if the Required Lenders fail to respond to such second written request before the expiration of such five (5) Business Day period.

Section 7.8 Limitation on Investments, Loans and Advances. Make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any Person, except:

(a) extensions of trade credit in the ordinary course of business;

(b) investments in Cash Equivalents;

(c) any investment arising from a reinvestment permitted under Section 3.4; and

(d) any purchase in connection with an acquisition of assets by the Borrower constituting a business unit of any Person, provided that the requirements of Section 6.10(a) and (c) hereto are satisfied.

Section 7.9 Limitation on Optional Payments and Modifications of Debt Instruments. (a) Make any optional payment or prepayment on or redemption or purchase of any Indebtedness (other than the Loans) or (b) amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms relating to the payment or prepayment of, or principal of or interest on, any such Indebtedness (other than any such amendment, modification or change which would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon).

Section 7.10 Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of the Borrower’s business, and (c) on fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s-length transaction with a Person which is not an Affiliate; provided that this provision shall not restrict the Borrower from transferring any Towers under construction required to be transferred to an Affiliate of SBAC pursuant to Section 6.12 or the assignment to SBAC or any Affiliate of SBAC of the Borrower’s rights to purchase any Towers arising under a purchase agreement entered into prior to the Operative Date which has not closed and with respect to which the seller party is not in breach.

Section 7.11 Limitation on Synthetic Leases and Sale/Leaseback Transactions. Enter into any Synthetic Lease or any other arrangement with any Person providing for the leasing by the Borrower of real or personal property which has been or is to be sold or transferred by the Borrower to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower.

Section 7.12 Limitation on Changes in Fiscal Year. Permit the fiscal year of the Borrower to end on a day other than December 31, without at least ninety (90) days prior written notice to the Administrative Agent.

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Section 7.13 Limitation on Negative Pledge Clauses. Enter into with any Person any agreement, other than this Agreement which prohibits or limits the ability of the Borrower to create, incur, assume or suffer to exist any Lien on any of its property, assets or revenues, whether now owned or hereafter acquired.

Section 7.14 Limitation on Lines of Business. Enter into any business, except for those businesses in which the Borrower is engaged (or proposed to be engaged) on the date of this Agreement or which are directly related thereto.

Section 7.15 Governing Documents. Amend its Governing Documents in any manner without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld or delayed, or, with respect to the Borrower, fail to comply in all material respects with the Special Purpose Provisions (as defined therein) of its limited liability company agreement (as in effect on the date hereof or as modified with the consent of the Administrative Agent).

Section 7.16 Limitation on Subsidiary Formation. Form any Subsidiary.

Section 7.17 Limitation on Securities Issuances. (a) Issue any shares of Capital Stock that are not pledged to the Collateral Agent for the benefit of the Agents and the Lenders pursuant to the Pledge Agreement or (b) issue any shares of preferred stock other than to a Loan Party.

Section 7.18 Financial Covenants. Permit:

(a) the ratio of (i) Debt for Borrowed Money of the Borrower on a consolidated basis to (ii) Aggregate Tower Cash Flow at such time to be greater than 7.00:1.00 as of (i) the date of each certificate delivered by a Responsible Officer of the Borrower pursuant to Section 6.2(a), and if not timely delivered, the last date on which the relevant accompanying financial statements are required to be delivered pursuant to Section 6.1, and (ii) any other date of determination in connection with any borrowing or with any recalculation pursuant to Section 8.1(d); or

(b) the Debt Service Coverage Ratio to be less than 1.50:1.00 as of (i) the date of each certificate delivered by a Responsible Officer of the Borrower pursuant to Section 6.2(a), and if not timely delivered, the last date on which the relevant accompanying financial statements are required to be delivered pursuant to Section 6.1, and (ii) any other date of determination in connection with any borrowing or with any recalculation pursuant to Section 8.1(d); or

(c) the aggregate amount of Annualized Rents generated from Tenant Leases in respect of rooftop Towers to exceed 5% of Aggregate Annualized Rent as of (i) the date of each certificate delivered by a Responsible Officer of the Borrower pursuant to Section 6.2(a), and if not timely delivered, the last date on which the relevant accompanying financial statements are required to be delivered pursuant to Section 6.1, and (ii) any other date of determination in connection with any borrowing.

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Section 7.19 Limitation on Construction of New Towers. The Borrower shall not commence construction of Improvements on any Tower not yet placed in service.

SECTION 8

EVENTS OF DEFAULT

Section 8.1 Events of Default. If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of any Loan when due in accordance with the terms of this Agreement; or the Borrower shall fail to pay any interest on any Loan within three (3) Business Days after it becomes due, or any other amount payable hereunder or under the other Loan Documents;

(b) Any representation or warranty made or deemed made by the Borrower or any other Loan Party herein or in any other Loan Document (other than the Environmental Indemnity Agreement) or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made;

(c) The Borrower or any other Loan Party shall default in the observance or performance of any agreement contained in Section 6.10 and Section 7 (excluding Section 7.18) of this Agreement, Section 5(b) and (e) of the Pledge Agreement, Sections 5(b) and (e) of the Security Agreement or Section 11 of the SBAC Full Recourse Guarantee, or shall fail to comply in all material respects with the Special Purpose Provisions (as defined therein) of its limited liability company agreement (as in effect on the date hereof or as modified with the consent of the Administrative Agent);

(d) The Borrower shall fail to be in compliance with the financial ratios set forth in Section 7.18(a) or (b) of this Agreement and, after recalculating the ratios set forth therein, such failure shall continue for a period of ten (10) Business Days;

(e) The Borrower or any other Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document and any covenant contained in Section 2 of the Environmental Indemnity Agreement and other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days;

(f) [RESERVED];

(g) (i) The Borrower or SBAC or any of its other Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or SBAC or any of its other Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or SBAC or any of its other Subsidiaries in any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unstayed for a

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period of 60 days; or (iii) there shall be commenced against the Borrower or SBAC or any of its other Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distrait or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or SBAC or any of its other Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) the Borrower or SBAC or any of its other Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;

(h) (i) Any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Single Employer Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall or is likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, is reasonably expected to have a Material Adverse Effect;

(i) One or more judgments or decrees shall be entered against SBAC, Borrower, Optasite Holdco or any of Optasite Holdco’s other Subsidiaries involving in the aggregate a liability (to the extent not paid or covered by insurance) equal to or greater than the Threshold Amount, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof;

(j) (i) Except as consented to by the Required Lenders, any of the Security Documents shall cease, for any reason, to be in full force and effect or the Borrower or any other Loan Party which is a party to any of the Security Documents shall so assert or (ii) the Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby except, in the case of clause (ii), due solely to the failure of improper recording of Deeds of Trust which are covered by Title Insurance and which relate to Towers which are not required to be Financeable Tower Properties pursuant to Section 6.10;

(k) Any Change of Control shall occur;

(l) The Borrower shall be managed by a Person (other than the Parent) that is not approved by the Required Lenders (such approval not to be unreasonably withheld) or the management agreement in respect thereof shall not be subordinated to the Obligations on terms satisfactory to the Required Lenders or approved by the Required Lenders;

(m) Any of the SBAC Limited Guarantee, the SBAC Full Recourse Guarantee or the Parent Non-recourse Guarantee for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any guarantor shall repudiate its obligations thereunder; or

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(n) the failure of the Mezzanine Credit Agreement Termination to occur within one Business Day after the Operative Date;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (g) of this Section with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable.

For the avoidance of doubt, Defaults or Events of Default on the Operative Date, if any, which arose under provisions of the Existing Credit Agreement (or the Pre-Merger Terms) and which were eliminated by the Post Merger Terms, or which otherwise cease to be operative under this Agreement on the Operative Date as a result of the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement, are deemed to be waived, but any other Defaults or Events of Defaults which arose prior to this Agreement will not be waived.

SECTION 9

THE AGENTS

Section 9.1 Appointment. Each Lender hereby irrevocably designates and appoints (a) Morgan Stanley Asset Funding Inc. as the Administrative Agent of such Lender under this Agreement and the other Loan Documents, and (b) Morgan Stanley Asset Funding Inc. as the Collateral Agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents.

Section 9.2 Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 9.3 Exculpatory Provisions. Neither Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan

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Document (except for its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower to perform its obligations hereunder or thereunder. Neither Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower.

Section 9.4 Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower or any other Loan Party), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Section 9.5 Notice of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that any Agent receives such a notice, such Agent shall give notice thereof to the Lenders, in the case of a notice from the Borrower, and to the Borrower, in the case of a notice received from the Lenders. Each Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

Section 9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither of the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by an Agent hereinafter taken, including any review of the affairs of the Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by such Agent to any Lender. Each Lender represents to each Agent that it has, independently and without reliance upon such Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in

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taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by an Agent hereunder or under the other Loan Documents, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Loan Party which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 9.7 Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Credit Exposure Percentages in effect on the date on which indemnification is sought, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from such Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

Section 9.8 Agents in Their Individual Capacity. Each Agent and its respective Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and the other Loan Parties as though such Agent were not an Agent hereunder and under the other Loan Documents. With respect to the Loans made by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

Section 9.9 Successor Agents. Each Agent may resign as Agent upon ten (10) days’ notice to the Lenders. If an Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor Agent for the Lenders, which successor Agent, in the absence of the occurrence and continuance of an Event of Default, shall be approved by the Borrower, whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” or the “Collateral Agent” shall mean such successor Administrative Agent or Collateral Agent, as the case may be, effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. After any resigning Agent’s resignation as Agent, the provisions of this Section 9.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Prior to the effectiveness of its resignation, the resigning Agent shall execute all documents reasonably requested by the successor Agent or the Required Lenders, as the case may be, to evidence the resignation of the resigning Agent and the transfer of its office to a successor Agent and to otherwise protect the interests of the Lenders under the Loan Documents in connection with such resignation.

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SECTION 10

MISCELLANEOUS

Section 10.1 Amendments and Waivers. Neither this Agreement nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall:

(i) reduce the amount or extend the scheduled date of maturity of any Loan, or reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment,

(ii) amend, modify or waive any provision of this Section 10.1, amend the definition of Required Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents or release all or substantially all of the Collateral or release SBAC or the Parent from all or substantially all of its respective obligations under the SBAC Limited Guarantee, the SBAC Full Recourse Guarantee or the Parent Non-recourse Guarantee, in each case, without the written consent of all the Lenders, and

(iii) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative Agent.

Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, the Borrower, the Lenders and the Agents shall be restored to their former positions and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Notwithstanding the foregoing, the parties hereby agree that prior to the Operative Date, no amendment to this Agreement, including of the Pre-Merger Terms or the Post-Merger Terms, shall be effective except upon the written consent of SBAC.

Section 10.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) in the case of delivery by hand, when delivered, (b) in the case of delivery by mail, three Business Days after being deposited in the mails, postage prepaid or (c) in the case of delivery by facsimile transmission, when sent and receipt has been electronically confirmed, addressed as follows in the case of the Borrower and the Agents, and as set forth in Schedule 1.0 in the case of the other parties hereto, or to such other address as may be hereafter notified by the respective parties hereto:

The Borrower:	Optasite Towers LLC
	1 Research Drive, Suite 200C
	Westborough, MA 01581
	Attention: Beau Paradowski, CFO
	Fax: (508) 471-1398

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with a copy to:	SBA Communications Corporation
	5900 Broken Sound Parkway N.W.
	Boca Raton, Florida 33487
	Attention: General Counsel
	Facsimile No.: 561-989-2941
The Administrative Agent and Collateral Agent:
	Morgan Stanley Asset Funding Inc.
	1221 Avenue of the Americas, 27th Floor
	New York, NY 10020
	Attention: Steven Maeglin
	Fax: (212) 507-4123
with a copy to:	Cadwalader, Wickersham & Taft LLP
	227 West Trade Street, Suite 2400
	Charlotte, NC 28202
	Attention: Bryon Mulligan, Esq.
	Fax: (704) 348-5200

provided that any notice, request or demand to or upon the Administrative Agent or the Lenders pursuant to Section 2.2 and Section 3.3 shall not be effective until received.

Notwithstanding the foregoing, with respect to the delivery of any documents required under Section 2.2(b) (with respect notices by the Administrative Agent to the Lenders), Section 3.5(a), Section 6.1, Section 6.2 and Section 6.10 hereof, such documents may be delivered to any Agent or Lender, as applicable, electronically at its address specified above, in Schedule 1.0 or at the email address(es) notified by it to the Borrower and the Administrative Agent from time to time or through a digital workspace provided by “Intralinks” or such other digital workspace provider reasonably satisfactory to the Administrative Agent and with respect to which each of the Agents and the Lenders have access. Unless so delivered by such Loan Party, the Agents shall promptly forward copies of all notices it receives from any Loan Party to the Lenders (which delivery may be effected electronically pursuant to the immediately preceding sentence).

Section 10.3 No Waiver; Cumulative Remedies. No failure to exercise, and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 10.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.

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Section 10.5 Indemnification and Expenses. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, each Agent, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of the Properties, or relating to the violation of, noncompliance with or liability under, the “Truth in Lending Act” 15 U.S.C. §§ 1601 et. seq. and/or the “Real Estate Settlement Procedures Act” 12 U.S.C. §§ 2601 et. seq. (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities (i) to the extent such Indemnified Liabilities are found by a final, nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) legal proceedings commenced against an Indemnitee by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely in its capacity as such. The agreements in this Section shall survive repayment of the Loans and all other amounts payable hereunder. The Borrower hereby acknowledges that, notwithstanding the fact that the Notes are secured by the Collateral, the obligation of the Borrower under the Notes are recourse obligations of the Borrower. For purposes of this Section 10.5, the term “Lender” shall include any liquidity provider of a Lender that is a commercial paper conduit.

Section 10.6 Successors and Assigns; Participations and Assignments.

(a) Subject to subsection (c) of this Section 10.6, this Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender (and any purported such assignment or transfer by the Borrower without the consent of each Lender shall be null and void).

(b) Any Lender may, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Loan owing to such Lender, the Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents; provided that no Lender shall be permitted to sell participating interests in its Loans to any Tower Operator (or any Affiliate of a Tower Operator if an officer of such Lender involved with servicing of its Loans is aware of such affiliation) without the consent of the

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Borrower, except upon the occurrence and during the continuance of a Default or Event of Default. In the event of any such sale by such Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment to or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or the stated rate of interest on, the Loans or any fees payable hereunder, or postpone the date of the final maturity of the Loans or Reimbursement Obligations, in each case to the extent subject to such participation.

(c) Any Lender may, in accordance with applicable law, at any time and from time to time, assign to one or more Qualified Transferees, any Lender, any of its Affiliates or an Approved Fund or, with the consent of the Administrative Agent, so long as no Default or Event of Default has occurred and is continuing, the Borrower (which shall not be unreasonably withheld), to any additional bank, financial institution or other entity (an “Assignee”), all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit P, appropriately completed (an “Assignment and Acceptance”), executed by such Assignee, such assigning Lender (and, in the case of an Assignee that is not then a Lender, a Qualified Transferee, an Affiliate thereof or an Approved Fund, and except as otherwise set forth in this Section 10.6, by the Administrative Agent) executed by such Assignee, such assigning Lender (and, in the case of an Assignee that is not then a Lender, a Qualified Transferee or an Affiliate thereof and except as otherwise set forth in this Section 10.6, by the Borrower (if no Default or Event of Default shall have occurred and be continuing) and the Administrative Agent), and attaching the Assignee’s relevant tax forms, administrative details and wiring instructions, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (i) no such assignment to an Assignee shall be in an aggregate principal amount of less than $5,000,000 (other than in the case of an assignment of all of a Lender’s interests under this Agreement) (such amount to be aggregated in respect of assignments by any Lender and the Affiliates or Approved Funds thereof), and (ii) each Assignee which is not a U.S. Person shall comply with the provisions of Section 3.10(f) (and such Assignee shall not be entitled to the benefits of Section 3.10 unless such Assignee complies with such Section 3.10(f)). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Loan as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Subject to the last sentence of this paragraph (c) and notwithstanding any other provision of this paragraph (c) and paragraph (d) of this Section, the consent of the Borrower shall not be required, and, unless requested by the Assignee and/or the assigning Lender, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment which occurs at any time. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (b) of this Section 10.6. Notwithstanding the foregoing, no Lender shall be permitted to sell, assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any Tower Operator (or any Affiliate of a Tower Operator if an officer of such Lender involved with servicing of its Loans is aware of such affiliation) without the consent of the Borrower, except upon the occurrence and during the continuance of a Default or Event of Default.

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(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and, in the case of an Assignee that is not then a Lender, any of its Affiliate, a Qualified Transferee or an affiliate or Approved Fund thereof, by the Administrative Agent), together with payment by the Assignee or the assigning Lender to the Administrative Agent of a registration and processing fee of $3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance, and (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the Borrower.

(e) The Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in the Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.

(f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, (i) any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law, and (ii) any pledge or assignment by a Lender which is a fund to its trustee for the benefit of such trustee and/or its investors to secure its obligations under any indenture or Governing Documents to which it is a party; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for a Lender as a party hereto.

(g) In connection with the Assignment of any Loan to any Assignee, the Borrower hereby agrees not to assert any defense to, or any right of offset against, payment of such Loan as the result of any breach by the maker or holder of the related Commitment in connection with any future funding obligation under the Commitment and not to assert any claim against such Assignee in connection with the future funding obligation under the related Commitment.

(h) Each Lender which assigns all or a portion of its Loans pursuant to Section 10.6(c) hereby agrees at all times to indemnify any Transferee of such Loan with respect to any losses claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, whether incurred or imposed within or outside the judicial process, including, without limitation, reasonable attorneys’ fees and disbursements imposed upon or incurred by or asserted against such Transferee arising from the failure of such Lender to fulfill its future funding obligations under the related Commitment.

Section 10.7 [RESERVED]

Section 10.8 [RESERVED]

Section 10.9 Adjustments; Set-off. (a) If any Lender (a “Benefitted Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8.1(g), or otherwise), in a greater proportion than any such payment to or

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collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender’s Loan may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion.

(b) In addition to any rights and remedies of the Lenders provided by this Agreement and by law, upon the occurrence and during the continuance of an Event of Default, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Affiliate thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section 10.10 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile transmission of signature pages hereto), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

Section 10.11 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.12 Integration. This Agreement and the other Loan Documents represent the agreement of the Borrower, the Agents and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agents or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

Section 10.13 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 10.14 Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

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(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

Section 10.15 Acknowledgements. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) the Agents and Lenders have no fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Borrower and the other Loan Parties, on one hand, and the Agents and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby between the Borrower and the Lenders or between the Borrower and the Agents.

Section 10.16 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

Section 10.17 Confidentiality. Each Lender agrees to keep confidential any written or oral information (a) provided to it by or on behalf of the Borrower pursuant to or in connection with this Agreement or (b) obtained by such Lender based on a review of the books and records of the Borrower; provided that nothing herein shall prevent any party hereto or to any other Loan Document from disclosing any such information (i) to any Transferee or Assignee, or to any actual or prospective counterparty (or its advisors) to any swap, credit derivative or other derivative transaction relating to the Borrower and its obligations, which has signed a confidentiality agreement containing the terms of this Section 10.17, (ii) to its employees, directors, agents, attorneys, accountants and other professional advisors who reasonably need to know such information in connection with such party’s rights and obligations under the Loan Documents and who have a duty to keep such information confidential, (iii) upon the request or demand of any examiner or other Governmental Authority having jurisdiction over such party, (iv) in response to any order of any court or other Governmental Authority or as may

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otherwise be required pursuant to any Requirement of Law, (v) which has been publicly disclosed other than in breach of this Agreement, or (vi) in connection with the exercise of any remedy hereunder, (vii) to the National Association of Insurance Commissioners, any nationally recognized statistical rating agency or any other similar organization. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment or structure of the Loans and other Obligations, any fact relevant to understanding the federal tax treatment or structure of the Loans and other Obligations, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment or structure.

Section 10.18 Prescribed Laws. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the Prescribed Laws, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Borrower in accordance with the Prescribed Laws.

Section 10.19 No Novation; Effect of Amendment and Restatement.

(a) This Agreement does not constitute and shall not be construed to evidence a novation of or payment and readvance of the loan principal, interest and other sums, if any, heretofor outstanding under the Existing Credit Facility, it being the intention of the Borrower, and by its signature hereto, the Administrative Agent, the Collateral Agent and each Lender, that this Agreement provides for the terms and conditions of, and evidences, the same Indebtendness as was then outstanding under the Existing Credit Facility.

(b) Without limitation to Section 10.19(a), the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Facility are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Borrower for the Obligations heretofore granted, pledged and/or assigned to the Administrative Agent, the Collateral Agent or any Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of the Borrower evidenced by or arising under the Existing Credit Agreement, and the Liens and security interests securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. As of the Effective Date, unless the context otherwise requires, any references to the Existing Credit Agreement contained therein shall be deemed to refer to this Agreement.

(c) The principal amount of the Loans outstanding or issued, as applicable, as of the date hereof under the Existing Credit Agreement shall be allocated to the Loans hereunder according to the Credit Exposure Percentages of each Lender and in such manner as the Administrative Agent shall determine.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

OPTASITE TOWERS LLC, as Borrower
	By:	Optasite Towers Holding LLC, its Sole Member
		By:	Optasite Mezzanine Borrower LLC, its Sole Member
			By:	Optasite, Inc., its Sole Member

By:	/s/ M. Beau Paradowski
Name:	M. Beau Paradowski
Title:	Treasurer

Annex II

MORGAN STANLEY BANK, as Lender
By:	/s/ Deborah Goodman
Name:	Deborah Goodman
Title:	Authorized Signatory
MORGAN STANLEY ASSET FUNDING INC., as Administrative Agent and Collateral Agent
By:	/s/ Carol Murray
Name:	Carol Murray
Title:	Vice President

Annex II

EX-10.74

Exhibit 10.74

RESIGNATION AGREEMENT

This Agreement, dated as of August 26, 2008 (the “Agreement”), by and between SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), and ANTHONY J. MACAIONE (the “Executive”).

WHEREAS, the Company and the Executive are parties to an Amended and Restated Employment Agreement, dated as of January 1, 2008 (the “Employment Agreement”); and

WHEREAS, the Executive and the Company desire to settle fully and finally any and all employment relationship matters between them including, but not limited to, any issues that might have arisen out of the Executive’s employment with the Company and termination thereof;

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth in this Agreement, the parties hereto hereby agree as follows:

1. Separation Date. The Executive shall resign effective as of the close of business on September 12, 2008 (the “Separation Date”). The Company and the Executive agree that, effective as of the Separation Date, the Executive shall cease to be an employee of the Company and will have no offices, positions and capacities with the Company or any of its subsidiaries, affiliates or predecessors (collectively, the “Company Group”), and the Executive shall take such actions as may be requested by the Company to terminate such offices and positions. The Separation Date shall be considered the date on which the Executive incurs a “separation from service” for purposes of his Employment Agreement and Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”).

2. Payments and Benefits. In consideration of the Executive’s obligations under this Agreement, including under Sections 3 and 4 hereof:

(a) Termination Payments and Benefits. The Company shall pay and provide the Executive with the payments and benefits (the “Termination Payments and Benefits”) described in this Section 2(a). The Termination Payments and Benefits shall consist of the following:

(i) The Company shall pay the Executive a Severance Amount (as defined in Section 6(c)(i)(1) of the Employment Agreement) equal to $904,684.95 (the “Severance Amount”); and

(ii) The Executive shall be eligible to continue his coverage under the Company Group medical, dental and life insurance plans (based on the coverage in effect for the Executive and his dependents on the Separation Date, but excluding the Medical Expense Reimbursement Plan (as defined in Section 4(e) of the Employment Agreement)) from the Separation Date until the earlier of (x) the second anniversary of the Separation Date or (y) the date on which the Executive becomes eligible for comparable benefits provided by a third party, subject to the respective terms of the applicable plan and the timely payment by the Executive of his portion of the applicable premium in effect from time to time during the period of continuation. To the extent any reimbursable medical or dental expenses constitute deferred compensation subject to Section 409A, such reimbursements will be made not later than December 31 of the calendar year following the calendar year in which the expenses are incurred. The Executive agrees to give the Company written notice within ten (10) business days following the date he becomes eligible for medical coverage with a new employer.

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(iii) The Executive holds 123,375 unvested stock options and 81,862 vested stock options as of the Separation Date. The Executive’s unvested stock options shall be cancelled without payment as of the Separation Date pursuant to the terms of the 2001 Equity Participation Plan. The Executive’s vested stock options shall remain exercisable until the earlier of (x) the 90^th day following the Separation Date and (y) the expiration date of the term of such stock option, as set forth in the applicable stock option agreement(s) (the “Expiration Date”). Any vested stock options that remain unexercised as of the Expiration Date shall be cancelled without any payment.

(iv) The Executive shall be permitted to keep for his personal use the Company-provided laptop computer currently in his possession, provided that the Executive shall return such laptop to the Company on or before the Separation Date so that all Proprietary Information (as defined in Section 9(d) of the Employment Agreement) may first be removed.

(b) Accrued Obligations. The Executive shall be paid an amount equal to the Termination Amount (as defined in Section 6(a) of the Employment Agreement) in a lump sum on the next regularly scheduled payroll date after the Separation Date.

(c) No Other Benefits. Except as otherwise set forth herein, as of the Separation Date, the Executive shall not be eligible to participate in any Company benefit plan or program, including without limitation any incentive, bonus or similar compensation plan or arrangement. Without limiting the generality of the preceding sentence, the Executive acknowledges and agrees that in consideration of the payments and benefits to be provided under this Agreement, the Executive shall not be entitled to any other severance or similar benefits under any plan, program, policy or arrangement, whether formal or informal, written or unwritten, of the Company, or to any other bonus or incentive payment for the fiscal year ending December 31, 2008 or any other period.

(d) Payment of Severance Amount. The Severance Amount shall be paid in twenty four (24) equal monthly installments of $37,695.21 commencing on the first business day of the calendar month following the calendar month containing the Separation Date and continuing on the first business day of each calendar month thereafter until all twenty four (24) installments have been paid; provided, however, that in order to comply with Section 409A, payment of the first six (6) monthly installments shall be delayed and paid in a single lump sum on March 13, 2009. To the extent payment of any installment is delayed as a result of compliance with Section 409A, the amount of such installment shall be increased with interest at the short-term applicable federal rate in effect for September 2008 from the date such installment would otherwise have been paid through March 12, 2009.

3. Covenants. The Executive shall continue to be subject to the provisions of Section 9 of the Employment Agreement (the “Covenant Provisions”), and the Covenant Provisions are hereby incorporated by reference into this Agreement in their entirety as if they were set forth herein.

4. Release by the Executive.

(a) Release. In consideration of the payments and benefits provided to the Executive under this Agreement, in connection with his separation and after consultation with counsel, the Executive, and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Releasors”) hereby irrevocably and unconditionally release and forever

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discharge each member of the Company Group and each of their respective officers, employees, directors, shareholders and agents from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims arising under Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Family Medical Leave Act of 1993, or any other federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of the Executive’s employment relationship with and service as an employee, officer or director of the Company Group, and the termination of such relationship or service; provided, however, that the release set forth in this Section 4 shall not apply to (1) the obligations of the Company under this Agreement or (2) any indemnification rights the Executive may have in accordance with the Company’s governance instruments or under any director and officer liability insurance maintained by the Company with respect to liabilities arising as a result of the Executive’s service as an officer and employee of the Company (the “Excluded Claims”). The Releasors further agree that the payments and benefits described in this Agreement (including the applicable post-resignation obligations of the Company under the Employment Agreement) shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Releasors may have against the Company Group arising out of the Executive’s employment relationship or the Executive’s service as an employee or officer of the Company Group and the termination thereof other than rights under any and all the Company benefit plans and programs in accordance with the terms of such plans or programs.

(b) Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to the Executive under this Agreement, the Releasors hereby unconditionally release and forever discharge the Company Group, and each of their respective officers, employees, directors, shareholders and agents from any and all Claims that the Releasors may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, the Executive hereby acknowledges and confirms the following: (1) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the terms relating to the Executive’s release of claims arising under ADEA and, the Executive has in fact consulted with an attorney; (2) the Executive was given a period of not fewer than twenty-one (21) days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; (3) the Executive is providing the release and discharge set forth in this Section 4 only in exchange for consideration in addition to anything of value to which the Executive is already entitled; and (4) that the Executive knowingly and voluntarily accepts the terms of this Agreement.

(c) No Assignment. The Executive represents and warrants that he has not assigned any of the Claims being released under this Section 4.

(d) Claims. The Executives agree that he has not, and shall not, commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any federal, state or local agency, court or other tribunal to assert any Claim released by the Executive under this Section 4 against the Company Group, except for any Excluded Claim. Except as permitted in the prior sentence, if the Executive commences or joins any legal action against the Company Group, he agrees to promptly indemnify the Company for its reasonable costs and attorneys’ fees incurred in defending such action as well as any monetary judgment obtained by the Executive against the Company Group in such action. Nothing in this Section 4(d) is intended to reflect any party’s belief that the Executive’s waiver of claims under ADEA is invalid or unenforceable under this Agreement, it being the intent of the parties that such claims are waived.

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(e) Revocation. This Agreement may be revoked by the Executive by a written instrument within the seven (7) calendar day period commencing on the date the Executive signs this Agreement (the “Revocation Period”). In the event of any such revocation by the Executive, all obligations of the parties under this Agreement shall terminate and be of no further force and effect as of the date of such revocation. No such revocation by the Executive shall be effective unless it is in writing and signed by the Executive and received by the Company prior to the expiration of the Revocation Period.

(f) Conditional Obligation of Company. The Company’s obligations to provide the Termination Payments and Benefits described in Section 2(a) is expressly conditioned upon the Executive signing this Agreement and not revoking it during the Revocation Period such that the Agreement is fully enforceable and irrevocable on or prior to November 30, 2008. If this Agreement does not become fully enforceable and irrevocable on or prior to November 30, 2008, the Company’s obligations under Section 2(a) shall terminate and the Executive shall not be entitled to the Termination Payments and Benefits.

5. Effective Date of Agreement. This Agreement shall become effective as of the date first set forth above.

6. Death. In the event of the Executive’s death, any payments due hereunder will be paid in accordance with the schedule described in Section 2(d) of this Agreement to the Executive’s beneficiary or beneficiaries; provided, however, that if the Executive dies after the Separation Date and prior to March 13, 2009, any amount delayed pursuant to Section 2(d) of this Agreement shall be paid to the Executive’s beneficiary or beneficiaries, together with interest, within 30 days following the date of the Executive’s death.

7. Assignment and Successors. This Agreement may not be assigned by the Executive or the Company, except that the Company may assign this Agreement to any successor in interest to the Company, provided that such assignee assumes all of the obligations of the Company hereunder. As used in this Agreement, the “the Company” shall mean the Company as defined above and any successor to its business and/or assets which by reason hereof assumes and agrees to perform this Agreement by operation of law, or otherwise.

8. Entire Understanding; Amendments; Definitions. This Agreement contains the entire understanding of the parties hereto relating to the subject matter herein contained and supersedes all prior agreements, understandings and writings, including the Employment Agreement, with the exception of Sections 9, 11, 14, and 15 of the Employment Agreement, which are hereby incorporated by reference into this Agreement in their entirety as if they were set forth herein. This Agreement can be amended only by a writing signed by both parties hereto.

9. Waivers. Waiver by either the Executive or by the Company of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.

10. Deductions and Withholdings. All amounts payable under this Agreement shall be paid less deductions and income and payroll tax withholdings as may be required under applicable law and any benefits and perquisites provided to the Executive under this Agreement shall be taxable to the Executive as may be required under applicable law.

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11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

12. Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise expressly provided for in this Agreement, the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

13. Florida Law. This Agreement and all matters or issues collateral thereto shall be subject to the laws of the State of Florida applicable to contracts to be performed entirely within such state.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Jeffrey A. Stoops
Name:	Jeffrey A. Stoops
Title	President and Chief Executive Officer
By:	/s/ Anthony J. Macaione
	Anthony J. Macaione

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EX-31.1

Exhibit 31.1

Certification

I, Jeffrey A. Stoops, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SBA Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2008	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Brendan T. Cavanagh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SBA Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2008	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of SBA Communications Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey A. Stoops, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 5, 2008	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of SBA Communications Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brendan T. Cavanagh, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 5, 2008	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer