EXHIBIT 10.7 ------------------------------------------------------------------ -------------- ---------------------------------------------------------------- ---------------- SBA COMMUNICATIONS CORPORATION CREDIT AGREEMENT Dated as of August 8, 1997...

EXHIBIT 10.7
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SBA COMMUNICATIONS CORPORATION

CREDIT AGREEMENT

Dated as of August 8, 1997

BANKBOSTON, N.A., Agent

FIRST UNION NATIONAL BANK, Co-Agent

FLEET NATIONAL BANK, Co-Agent

________________________________

BANCBOSTON SECURITIES INC.,
Syndication Agent and Manager

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TABLE OF CONTENTS

Page

1. DEFINITIONS; CERTAIN RULES OF CONSTRUCTION............................................. 1
2. THE CREDITS............................................................................ 24
2.1. Revolving Credit................................................................. 24
2.1.1. Revolving Loan........................................................... 24
2.1.2. Maximum Amount of Revolving Credit....................................... 25
2.1.3. Borrowing Requests....................................................... 25
2.1.4. Revolving Notes.......................................................... 25
2.2. Term Credit...................................................................... 25
2.2.1. Term Loan................................................................ 25
2.2.2. Maximum Amount of Term Credit............................................ 26
2.2.3. Borrowing Requests....................................................... 26
2.2.4. Term Notes............................................................... 26
2.3. Letters of Credit................................................................ 27
2.3.1. Issuance of Letters of Credit............................................ 27
2.3.2. Requests for Letters of Credit........................................... 27
2.3.3. Form and Expiration of Letters of Credit................................. 27
2.3.4. Lenders' Participation in Letters of Credit.............................. 27
2.3.5. Presentation............................................................. 28
2.3.6. Payment of Drafts........................................................ 28
2.3.7. Uniform Customs and Practice............................................. 28
2.3.8. Subrogation.............................................................. 30
2.3.9. Modification, Consent, etc............................................... 30
2.4. Application of Proceeds.......................................................... 30
2.4.1. Revolving Loan........................................................... 30
2.4.2. Term Loan................................................................ 30
2.4.3. Letters of Credit........................................................ 31
2.4.4. Specifically Prohibited Applications..................................... 31
2.5. Nature of Obligations of Lenders to Make Extensions of Credit.................... 31
3. INTEREST; EURODOLLAR PRICING OPTIONS; FEES............................................. 31
3.1. Interest......................................................................... 31
3.2. Eurodollar Pricing Options....................................................... 32
3.2.1. Election of Eurodollar Pricing Options................................... 32
3.2.2. Notice to Lenders and Company............................................ 33
3.2.3. Selection of Eurodollar Interest Periods................................. 33
3.2.4. Additional Interest...................................................... 33
3.2.5. Violation of Legal Requirements.......................................... 34
3.2.6. Funding Procedure........................................................ 34

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3.3. Commitment Fees.................................................................. 35
3.3.1. Revolving Loan........................................................... 35
3.3.2. Term Loan................................................................ 35
3.4. Letter of Credit Fees............................................................ 35
3.5. Changes in Circumstances; Yield Protection....................................... 35
3.5.1. Reserve Requirements, etc................................................ 35
3.5.2. Taxes.................................................................... 36
3.5.3. Capital Adequacy......................................................... 36
3.5.4. Regulatory Changes....................................................... 37
3.5.5. Compensation Claims...................................................... 37
3.5.6. Mitigation............................................................... 37
3.6. Computations of Interest and Fees................................................ 38
4. PAYMENT................................................................................ 38
4.1. Payment at Maturity.............................................................. 38
4.2. Scheduled Required Prepayments................................................... 38
4.3. Contingent Required Prepayments.................................................. 39
4.3.1. Excess Credit Exposure................................................... 39
4.3.2. Excess Cash Flow......................................................... 39
4.3.3. Net Asset Sale Proceeds.................................................. 39
4.3.4. Net Debt Proceeds........................................................ 39
4.3.5. Net Equity Proceeds...................................................... 40
4.4. Voluntary Prepayments............................................................ 40
4.5. Letters of Credit................................................................ 40
4.6. Reborrowing; Application of Payments, etc........................................ 41
4.6.1. Reborrowing.............................................................. 41
4.6.2. Order of Application..................................................... 41
4.6.3. Payment with Accrued Interest, etc....................................... 41
4.6.4. Payments for Lenders..................................................... 41
5. CONDITIONS TO EXTENDING CREDIT......................................................... 41
5.1. Conditions on Initial Closing Date............................................... 41
5.1.1. Notes.................................................................... 42
5.1.2. Payment of Fees.......................................................... 42
5.1.3. Legal Opinions........................................................... 42
5.1.4. Guarantee and Security Agreement......................................... 42
5.1.5. Perfection of Security................................................... 42
5.1.6. Subordination Agreement.................................................. 42
5.1.7. Solvency................................................................. 43
5.1.8. Proper Proceedings....................................................... 43
5.1.9. General.................................................................. 43

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5.2. Conditions to Each Extension of Credit........................................... 43
5.2.1. Officer's Certificate.................................................... 43
5.2.2. Legality, etc............................................................ 44
6. GENERAL COVENANTS...................................................................... 44
6.1. Taxes and Other Charges; Accounts Payable........................................ 44
6.1.1. Taxes and Other Charges.................................................. 44
6.1.2. Accounts Payable......................................................... 44
6.2. Conduct of Business, etc......................................................... 45
6.2.1. Types of Business........................................................ 45
6.2.2. Maintenance of Properties................................................ 45
6.2.3. Statutory Compliance..................................................... 45
6.2.4. Compliance with Material Agreements...................................... 45
6.3. Insurance........................................................................ 46
6.3.1. Property Insurance....................................................... 46
6.3.2. Liability Insurance...................................................... 46
6.3.3. Key Executive Life Insurance............................................. 46
6.3.4. Flood Insurance.......................................................... 46
6.4. Financial Statements and Reports................................................. 46
6.4.1. Annual Reports........................................................... 47
6.4.2. Quarterly Reports........................................................ 48
6.4.3. Monthly Reports.......................................................... 49
6.4.5. Other Reports............................................................ 50
6.4.6. Notice of Litigation, Defaults, etc...................................... 50
6.4.7. ERISA Reports............................................................ 50
6.4.8. Other Information........................................................ 51
6.5. Certain Financial Tests.......................................................... 51
6.5.1. Consolidated Total Debt to Consolidated Adjusted EBITDA.................. 51
6.5.2. Consolidated EBITDA to Consolidated Pro Forma Interest Expense........... 52
6.5.3. Consolidated Adjusted EBITDA to Consolidated Fixed Charges............... 52
6.5.4. Consolidated EBITDA...................................................... 52
6.5.5. Third Party Tower Construction Costs..................................... 53
6.5.6. Capital Expenditures..................................................... 53
6.5.7. Consolidated Corporate Development Expenses.............................. 53
6.5.8. Senior Management Compensation........................................... 53
6.6. Indebtedness..................................................................... 53
6.7. Guarantees; Letters of Credit.................................................... 55
6.8. Liens............................................................................ 55
6.9. Investments and Acquisitions..................................................... 57
6.10. Distributions.................................................................... 58

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6.11. Asset Dispositions and Mergers................................................... 59
6.12. Issuance of Stock by Subsidiaries; Subsidiary Distributions...................... 60
6.12.1. Issuance of Stock by Subsidiaries........................................ 60
6.12.2. No Restrictions on Subsidiary Distributions.............................. 60
6.13. Voluntary Prepayments of Other Indebtedness...................................... 61
6.14. Derivative Contracts............................................................. 61
6.15. Negative Pledge Clauses.......................................................... 61
6.16. ERISA, etc....................................................................... 61
6.17. Transactions with Affiliates..................................................... 61
6.18. Interest Rate Protection......................................................... 62
6.19. Environmental Laws............................................................... 62
6.19.1. Compliance with Law and Permits.......................................... 62
6.19.2. Notice of Claims, etc.................................................... 62
6.20. Tower Matters.................................................................... 62
6.20.1. Tower Construction Requirements.......................................... 62
6.20.2. No Removal of Towers..................................................... 62
6.20.3. Pledged Towers........................................................... 63
7. REPRESENTATIONS AND WARRANTIES......................................................... 63
7.1. Organization and Business........................................................ 63
7.1.1. The Company.............................................................. 63
7.1.2. Subsidiaries............................................................. 64
7.1.3. Qualification............................................................ 64
7.1.4. Capitalization........................................................... 65
7.2. Financial Statements and Other Information; Material Agreements.................. 65
7.2.1. Financial Statements and Other Information............................... 65
7.2.2. Material Agreements...................................................... 66
7.3. Agreements Relating to Financing Debt, Investments, etc.......................... 66
7.4. Changes in Condition............................................................. 66
7.5. Title to Assets.................................................................. 66
7.6. Operations in Conformity With Law, etc........................................... 67
7.7. Litigation....................................................................... 67
7.8. Authorization and Enforceability................................................. 67
7.9. No Legal Obstacle to Agreements.................................................. 67
7.10. Defaults......................................................................... 68
7.11. Licenses, etc.................................................................... 68
7.12. Tax Returns...................................................................... 69
7.13. Certain Business Representations................................................. 69
7.13.1. Labor Relations.......................................................... 69
7.13.2. Antitrust................................................................ 69
7.13.3. Tower Sites.............................................................. 69

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7.13.4. Real Property Leases..................................................... 70
7.13.5. FCC and FAA Matters...................................................... 70
7.14. Environmental Regulations........................................................ 70
7.14.1. Environmental Compliance................................................. 70
7.14.2. Environmental Litigation................................................. 70
7.14.3. Hazardous Material....................................................... 71
7.14.4. Environmental Condition of Properties.................................... 71
7.15. Pension Plans.................................................................... 71
7.16. Government Regulation; Margin Stock.............................................. 72
7.16.1. Government Regulation.................................................... 72
7.16.2. Margin Stock............................................................. 72
7.17. Disclosure....................................................................... 72
8. DEFAULTS............................................................................... 72
8.1. Events of Default................................................................ 72
8.1.1. Payment.................................................................. 72
8.1.2. Specified Covenants...................................................... 73
8.1.3. Other Covenants.......................................................... 73
8.1.4. Representations and Warranties........................................... 73
8.1.5. Cross Default, etc....................................................... 73
8.1.6. Ownership; Liquidation; etc.............................................. 74
8.1.7. Enforceability, etc...................................................... 74
8.1.8. Judgments................................................................ 74
8.1.9. ERISA.................................................................... 74
8.1.10. Bankruptcy, etc.......................................................... 75
8.2. Certain Actions Following an Event of Default.................................... 75
8.2.1. Terminate Obligation to Extend Credit.................................... 76
8.2.2. Specific Performance; Exercise of Rights................................. 76
8.2.3. Acceleration............................................................. 76
8.2.4. Enforcement of Payment; Credit Security; Setoff.......................... 76
8.2.5. Cumulative Remedies...................................................... 77
8.3. Annulment of Defaults............................................................ 77
8.4. Waivers.......................................................................... 77
9. EXPENSES; INDEMNITY.................................................................... 77
9.1. Expenses......................................................................... 77
9.2. General Indemnity................................................................ 78
9.3. Indemnity With Respect to Letters of Credit...................................... 79
10. OPERATIONS; AGENT...................................................................... 79
10.1. Interests in Credits............................................................. 79
10.2. Agent's Authority to Act, etc.................................................... 79
10.3. Company to Pay Agent, etc........................................................ 79

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10.4. Lender Operations for Advances, Letters of Credit, etc........................... 79
10.4.1. Advances................................................................. 80
10.4.2. Letters of Credit........................................................ 80
10.4.3. Agent to Allocate Payments, etc.......................................... 80
10.4.4. Delinquent Lenders; Nonperforming Lenders................................ 81
10.5. Sharing of Payments, etc......................................................... 81
10.6. Amendments, Consents, Waivers, etc............................................... 82
10.7. Agent's Resignation.............................................................. 83
10.8. Concerning the Agent............................................................. 84
10.8.1. Action in Good Faith, etc................................................ 84
10.8.2. No Implied Duties, etc................................................... 84
10.8.3. Validity, etc............................................................ 84
10.8.4. Compliance............................................................... 85
10.8.5. Employment of Agents and Counsel......................................... 85
10.8.6. Reliance on Documents and Counsel........................................ 85
10.8.7. Agent's Reimbursement.................................................... 85
10.9. Rights as a Lender............................................................... 86
10.10. Independent Credit Decision.................................................... 86
10.11. Indemnification................................................................ 86
11. SUCCESSORS AND ASSIGNS; LENDER ASSIGNMENTS AND PARTICIPATIONS.......................... 87
11.1. Assignments by Lenders........................................................... 87
11.1.1. Assignees and Assignment Procedures...................................... 87
11.1.2. Terms of Assignment and Acceptance....................................... 88
11.1.3. Register................................................................. 89
11.1.4. Acceptance of Assignment and Assumption.................................. 89
11.1.5. Federal Reserve Bank..................................................... 90
11.1.6. Further Assurances....................................................... 90
11.2. Credit Participants.............................................................. 90
11.3. Replacement of Lender............................................................ 91
12. CONFIDENTIALITY........................................................................ 92
13. FOREIGN LENDERS........................................................................ 92
14. NOTICES................................................................................ 93
15. COURSE OF DEALING; AMENDMENTS AND WAIVERS.............................................. 94
16. NO STRICT CONSTRUCTION................................................................. 94
17. DEFEASANCE............................................................................. 94
18. VENUE; SERVICE OF PROCESS.............................................................. 95
19. WAIVER OF JURY TRIAL................................................................... 95
20. GENERAL................................................................................ 96

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EXHIBITS

2.1.4 - Revolving Note

2.2.4 - Term Note

5.1.4 - Guarantee and Security Agreement

5.1.6 - Subordination Agreement

5.2.1 - Officer's Certificate

6.4. - Compliance Certificate

6.6.8 - Seller Subordination Terms

6.20.3A - Mortgage

6.20.3B - Leasehold Mortgage

6.20.3C - Estoppel and Consent Letter

6.20.3D - Local Real Estate Opinion

7.1 - Company and its Subsidiaries

7.2.2 - Material Agreements

7.3 - Financing Debt, Certain Investments, etc.

7.13.3 - Tower Sites

7.14 - Hazardous Material Sites

7.15 - Multi-employer and Defined Benefit Plans

10.1 - Percentage Interests

11.1.1 - Assignment and Acceptance

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SBA COMMUNICATIONS CORPORATION

CREDIT AGREEMENT

This Agreement, dated as of August 8, 1997 is among SBA Communications
Corporation, a Florida corporation, the Subsidiaries of SBA Communications
Corporation from time to time party hereto, the Lenders from time to time party
hereto and BankBoston, N.A., both in its capacity as a Lender and in its
capacity as agent for itself and the other Lenders. The parties agree as
follows:

Recitals: Pursuant to this Agreement, the Lenders are extending to the
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Company a $10,000,000 revolving credit facility and a $65,000,000 multiple draw
term loan facility, including a $15,000,000 suballotment for letters of credit.
All the credit facilities mature on July 30, 2004. These credit facilities are
guaranteed by the Company's Domestic Subsidiaries and are secured by liens on
substantially all the assets of the Company and its Domestic Subsidiaries
(including the stock of the Company's Subsidiaries and real estate on which
Towers contributing at least 80% of Consolidated Tower Revenues are located.
The proceeds of the revolving credit facility may be used to acquire and
construct Towers, to acquire Tower Companies, for working capital and for
general corporate purposes and the proceeds of the term credit facility may be
used to acquire and construct Towers, to acquire Tower Companies and to
consummate the CSSI Acquisition as provided herein.

1. DEFINITIONS; CERTAIN RULES OF CONSTRUCTION. Certain capitalized terms are
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used in this Agreement and in the other Credit Documents with the specific
meanings defined below in this Section 1. Except as otherwise explicitly
specified to the contrary or unless the context clearly requires otherwise, (a)
the capitalized term "Section" refers to sections of this Agreement, (b) the
capitalized term "Exhibit" refers to exhibits to this Agreement, (c) references
to a particular Section include all subsections thereof, (d) the word
"including" shall be construed as "including without limitation", (e) accounting
terms not otherwise defined herein have the meaning provided under GAAP, (f)
references to a particular statute or regulation include all rules and
regulations thereunder and any successor statute, regulation or rules, in each
case as from time to time in effect, (g) references to a particular Person
include such Person's successors and assigns to the extent not prohibited by
this Agreement and the other Credit Documents and (h) references to "Dollars" or
"$" mean United States Funds. References to "the date hereof" mean the date
first set forth above.

1.1. "Accumulated Benefit Obligations" means the actuarial present value
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of the accumulated benefit obligations under any Plan, calculated in accordance
with Statement No. 87 of the Financial Accounting Standards Board.

1.2. "Affected Lender" is defined in Section 11.3.
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1.3. "Affiliate" means, with respect to the Company (or any other
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specified Person), any other Person directly or indirectly controlling,
controlled by or under direct or

indirect common control with the Company (or such specified Person), and shall
include (a) any officer or director or general partner of the Company (or such
specified Person), (b) any Person of which the Company (or such specified
Person) or any Affiliate (as defined in clause (a) above) of the Company (or
such specified Person) shall, directly or indirectly, beneficially own either
(i) at least 10% of the outstanding equity securities having the general power
to vote or (ii) at least 10% of all equity interests or (c) any Person directly
or indirectly controlling the Company through a management agreement, voting
agreement or other contract.

1.4. "Agent" means BankBoston in its capacity as agent for the Lenders
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hereunder, as well as its successors and assigns in such capacity pursuant to
Section 10.7.

1.5. "Agreement" means this Credit Agreement as from time to time amended,
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modified and in effect.

1.6. "Applicable Margin" means, on each day during any month, the
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percentage in the table below set opposite the ratio which (a) Consolidated
Total Debt as of the end of the most recent period of four consecutive fiscal
quarters for which financial statements have been furnished to the Lenders in
accordance with Sections 6.4.1 and 6.4.2 prior to the first day of such month to
(b) Consolidated Adjusted EBITDA for such period:

Ratio of Consolidated Total Debt Base Rate Eurodollar Rate
to Consolidated Adjusted EBITDA Applicable Margin Applicable Margin
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Greater than 350% 1.250% 2.250%

Less than or equal to 350% but 0.875% 1.875%
greater than 300%

Less than or equal to 300% but 0.500% 1.500%
greater than 250%

Less than or equal to 250% 0.250% 1.250%

Changes in the Applicable Margin shall occur on the first day of each month
after quarterly financial statements have been furnished to the Lenders in
accordance with Sections 6.4.1 or 6.4.2 from time to time. In the event that
the financial statements required to be delivered pursuant to Section 6.4.1 or
6.4.2, as applicable, are not delivered by the first day of the month after the
due date, then during the period from such first day of such month until the
date upon which they are actually delivered, the Applicable Margin shall be the
maximum amount set forth in the table above.

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1.7. "Applicable Rate" means, at any date, the sum of:
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(a) (i) with respect to each portion of the Loan subject to a
Eurodollar Pricing Option, the sum of the Applicable Margin (which
may change during the Eurodollar Interest Period for such Eurodollar
Pricing Option in accordance with the definition of "Applicable
Margin") plus the Eurodollar Rate with respect to such Eurodollar
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Pricing Option;

(ii) with respect to each other portion of the Loan, the sum of
the Applicable Margin plus the Base Rate;
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plus (b) an additional 2% per annum effective on the day the Agent
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notifies the Company that the interest rates hereunder are increasing
as a result of the occurrence and continuance of an Event of Default
until the earlier of such time as (i) such Event of Default is no
longer continuing or (ii) such Event of Default is deemed no longer
to exist, in each case pursuant to Section 8.3.

1.8. "Assignee" is defined in Section 11.1.1.
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1.9. "Assignment and Acceptance" is defined in Section 11.1.1.
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1.10. "BankBoston" means BankBoston, N.A.
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1.11. "Banking Day" means any day other than Saturday, Sunday or a day on
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which banks in Boston, Massachusetts are authorized or required by law or other
governmental action to close and, if such term is used with reference to a
Eurodollar Pricing Option, any day on which dealings are effected in the
Eurodollars in question by first-class banks in the inter-bank Eurodollar
markets in New York, New York.

1.12. "Bankruptcy Code" means Title 11 of the United States Code.
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1.13. "Bankruptcy Default" means an Event of Default referred to in Section
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8.1.10.

1.14. "Base Rate" means, on any date, the greater of (a) the rate of
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interest announced by BankBoston at the Boston Office as its Base Rate or (b)
the sum of 1/2% plus the Federal Funds Rate.
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1.15. "Boston Office" means the principal banking office of BankBoston in
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Boston, Massachusetts.

1.16. "By-laws" means all written by-laws, rules, regulations and all other
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documents relating to the management, governance or internal regulation of any
Person other than an individual, or interpretive of the Charter of such Person,
all as from time to time in effect.

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1.17. "Capital Expenditures" means, for any period, amounts added or
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required to be added to the property, plant and equipment or other fixed assets
account on the Consolidated balance sheet of the Company and its Subsidiaries,
prepared in accordance with GAAP, in respect of (a) the acquisition,
construction, improvement or replacement of land, buildings, machinery,
equipment, leaseholds and any other real or personal property, (b) to the extent
not included in clause (a) above, materials, contract labor and direct labor
relating thereto (excluding amounts properly expensed as repairs and maintenance
in accordance with GAAP) and (c) software development costs to the extent not
expensed.

1.18. "Capitalized Lease" means any lease which is required to be
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capitalized on the balance sheet of the lessee in accordance with GAAP,
including Statement Nos. 13 and 98 of the Financial Accounting Standards Board.

1.19. "Capitalized Lease Obligations" means the amount of the liability
-----------------------------
reflecting the aggregate discounted amount of future payments under all
Capitalized Leases calculated in accordance with GAAP, including Statement Nos.
13 and 98 of the Financial Accounting Standards Board.

1.20. "Cash Equivalents" means:
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(a) negotiable certificates of deposit, time deposits (including
sweep accounts), demand deposits and bankers' acceptances having a maturity
of nine months or less and issued by any United States financial
institution having capital and surplus and undivided profits aggregating at
least $100,000,000 and rated at least Prime-1 by Xxxxx'x or A-1 by S&P or
issued by any Lender;

(b) corporate obligations having a maturity of nine months or less
and rated at least Prime-1 by Xxxxx'x or A-1 by S&P or issued by any
Lender;

(c) any direct obligation of the United States of America or any
agency or instrumentality thereof, or of any state or municipality thereof,
(i) which has a remaining maturity at the time of purchase of not more than
one year or which is subject to a repurchase agreement with any Lender (or
any other financial institution referred to in clause (a) above)
exercisable within one year from the time of purchase and (ii) which, in
the case of obligations of any state or municipality, is rated at least Aaa
by Xxxxx'x or AAA by S&P;

(d) any mutual fund or other pooled investment vehicle rated at
least Aa by Xxxxx'x or AA by S&P which invests principally in obligations
described above; and

(e) any Investment by a Foreign Subsidiary in its local
jurisdiction comparable to the items described above.

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1.21. "CERCLA" means the federal Comprehensive Environmental Response,
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Compensation and Liability Act of 1980.

1.22. "Charter" means the articles of organization, certificate of
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incorporation, statute, constitution, joint venture agreement, partnership
agreement, trust indenture, limited liability company agreement or other charter
document of any Person other than an individual, each as from time to time in
effect.

1.23. "Closing Date" means the Initial Closing Date and each other date on
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which any extension of credit is made pursuant to Sections 2.1, 2.2 or 2.3.

1.24. "Code" means the federal Internal Revenue Code of 1986.
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1.25. "Commitment" means, with respect to any Lender, such Lender's
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obligations to extend the respective credits contemplated by Section 2. The
original Commitments are set forth in Exhibit 10.1 and the subsequent
Commitments are recorded from time to time in the Register.

1.26. "Commitment Fee Rate" means, with respect to any Payment Date, (a)
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0.500% in the event that Consolidated Total Debt on the last day of the fiscal
quarter ending approximately three months prior to such Payment Date, equals or
exceeds 300% of Consolidated Adjusted EBITDA for the period of four consecutive
fiscal quarters ending on the last day of the fiscal quarter ending
approximately three months prior to such Payment Date and (b) 0.375% in all
other events.

1.27. "Communications Act" means the federal Communications Act of 1934.
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1.28. "Company" means SBA Communications Corporation, a Florida
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corporation.

1.29. "Computation Covenants" means Sections 6.5, 6.6.7, 6.6.8, 6.6.11,
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6.6.14, 6.6.15, 6.9.5, 6.9.6, 6.10.2, 6.10.5, 6.11.6, 6.11.7, 6.16 and 6.20.3.

1.30. "Consolidated" and "Consolidating", when used with reference to any
------------ -------------
term, mean that term as applied to the accounts of the Company (or other
specified Person) and all of its Subsidiaries (or other specified group of
Persons), or such of its Subsidiaries as may be specified, consolidated (or
combined) or consolidating (or combining), as the case may be, in accordance
with GAAP and with appropriate deductions for minority interests in
Subsidiaries.

1.31. "Consolidated Adjusted EBITDA" means, for any period, the total of
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Consolidated EBITDA minus Consolidated Tower Cash Flow plus Consolidated
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Annualized Tower Cash Flow.

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1.32. "Consolidated Annualized Tower Cash Flow" means, for any fiscal
---------------------------------------
quarter, the product of (a) Consolidated Tower Cash Flow for such fiscal quarter
multiplied by (b) four.

1.33. "Consolidated Corporate Development Expenses" means, for any period,
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general and administrative expenses incurred by the Company and its Subsidiaries
on a Consolidated basis properly allocable to the acquisition or construction of
Towers, but in no event including amounts that constitute Capital Expenditures.

1.34. "Consolidated EBITDA" means, for any period, the sum of:
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(a) Consolidated Net Income;

plus (b) all amounts deducted in computing such Consolidated Net Income
----
in respect of:

(i) depreciation, amortization and other non-cash charges,

(ii) Consolidated Interest Expense,

(iii) taxes based upon or measured by net income, and

(iv) only for periods ending prior to January 1, 1997, non-
cash compensation expense.

1.35. "Consolidated Excess Cash Flow" means, for any period, the total of:
-----------------------------

(a) Consolidated EBITDA,

minus (b) Capital Expenditures,
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minus (c) Consolidated Fixed Charges (but in no event including
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contingent prepayments required by Section 4.3),

minus (d) voluntary prepayments of the Term Notes and other term
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Financing Debt of the Company and its Subsidiaries permitted by
this Agreement,

minus (e) $2,500,000.
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1.36. "Consolidated Fixed Charges" means, for any period, the sum of:
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(a) Consolidated Interest Expense,

plus (b) Non-Tower Capital Expenditures,
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plus (c) the aggregate amount of all mandatory scheduled payments,
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mandatory scheduled prepayments, sinking fund payments and
mandatory reductions in revolving loans as a result of
reductions in revolving credit availability, all with respect
to Consolidated Total Debt, including payments in the nature of
principal under Capitalized Leases, but in no event including
contingent prepayments required by Section 4.3,

plus (d) taxes based upon or measured by net income that are actually
----
paid in cash.

1.37. "Consolidated Interest Expense" means, for any period, the total of:
-----------------------------

(a) the aggregate amount of interest, including commitment fees,
payments in the nature of interest under Capitalized Leases and
net payments under Interest Rate Protection Agreements, accrued
by the Company and its Subsidiaries (whether such interest is
reflected as an item of expense or capitalized, but excluding
PIK Interest) in accordance with GAAP on a Consolidated basis,

minus (b) to the extent otherwise included in clause (a) above, the
-----
amortization of deferred financing fees, original issue
discount relating to Indebtedness and accrued interest on
Indebtedness not paid in cash to the extent permitted by the
terms, including subordination terms, of such Indebtedness
(including PIK Interest)

plus (c) actual cash payments with respect to accrued and unpaid
----
interest (including PIK Interest) that has previously reduced
Consolidated Interest Expense pursuant to clause (b) above.

1.38. "Consolidated Net Income" means, for any period, the net income (or
-----------------------
loss) of the Company and its Subsidiaries, determined in accordance with GAAP on
a Consolidated basis, including (a) the income (or loss) of any Person accrued
prior to the date such Person becomes a Subsidiary or is merged into or
consolidated with the Company or any of its Subsidiaries; and (b) to the extent
not included in clause (a), the income (or loss) properly allocable to a Tower
or group of Towers or other assets accrued prior to the date such Towers or
other assets are acquired by the Company and its Subsidiaries; provided,
--------
however, that Consolidated Net Income shall not include:
-------

(i) all amounts included in computing such net income (or
loss) in respect of (A) the write-up of any asset on or after
December 31, 1996 or (B) the retirement of any Indebtedness or equity
at less than face value after December 31, 1996;

-7-

(ii) extraordinary and non-recurring gains;

(iii) the income of any Subsidiary to the extent the payment
of such income in the form of a Distribution or repayment of
Indebtedness to the Company or a Wholly Owned Subsidiary is not
permitted, whether on account of any Charter or By-law restriction,
any agreement, instrument, deed or lease or any law, statute,
judgment, decree or governmental order, rule or regulation applicable
to such Subsidiary;

(iv) non-recurring, non-cash compensation expense of
$7,945,419 in December 1996 on account of the granting of stock
options to employees;

(v) non-recurring, cash compensation expense of $4,909,000
paid prior to January 1, 1997; and

(vi) any after-tax gains or losses attributable to returned
surplus assets of any Plan.

1.39. "Consolidated Pro Forma Interest Expense" means, for any future
---------------------------------------
period, projected Consolidated Interest Expense. For purposes of computing
Consolidated Pro Forma Interest Expense:

(a) the amount of Financing Debt outstanding on the first day of
such period shall be assumed to remain outstanding during the entire
period, except to the extent required to be reduced by mandatory scheduled
payments, reductions in revolving credit availability and other items
included in Consolidated Fixed Charges; and

(b) where interest varies with a floating rate, the rate in effect
on the first day of such period will be assumed to remain constant during
the entire period (giving effect to any applicable Interest Rate Protection
Agreements).

1.40. "Consolidated Revenues" means, for any period:
---------------------

(a) the net operating revenues (after reductions for discounts,
commissions and bad debt reserves) of the Company and its Subsidiaries
determined in accordance with GAAP on a Consolidated basis, minus
-----

(b) any proceeds included in such net operating revenues from the
sale, refinancing, condemnation or destruction of any assets.

1.41. "Consolidated Total Debt" means, at any date, all Financing Debt of
-----------------------
the Company and its Subsidiaries on a Consolidated basis.

-8-

1.42. "Consolidated Tower Cash Flow" means, for any period, the remainder
----------------------------
of (a) Consolidated Tower Revenues minus (b) the direct cash expenses (but not
-----
Capital Expenditures) associated with the maintenance and operation of Towers.

1.43. "Consolidated Tower Revenues" means, for any period:
---------------------------

(b) any proceeds included in such net operating revenues from the
sale, refinancing, condemnation or destruction of any assets.

1.44. "Credit Documents" means:
----------------

(a) this Agreement, the Notes, each Letter of Credit, each draft
presented or accepted under a Letter of Credit, the Guarantee and Security
Agreement, the Subordination Agreement, the fee agreement contemplated by
Section 5.1.2, each Estoppel and Consent Letter, each Mortgage and each
Interest Rate Protection Agreement provided by a Lender (or an Affiliate of
a Lender) to the Company or any of its Subsidiaries, each as from time to
time in effect; and

(b) any other present or future agreement or instrument from time
to time entered into among the Company, any of its Subsidiaries or any
other Obligor, on one hand, and the Agent, any Letter of Credit Issuer or
all the Lenders, on the other hand, relating to, amending or modifying this
Agreement or any other Credit Document referred to above or which is stated
to be a Credit Document, each as from time to time in effect.

1.45. "Credit Obligations" means all present and future liabilities,
------------------
obligations and Indebtedness of the Company, any of its Subsidiaries or any
other Obligor owing to the Agent or any Lender (or any Affiliate of a Lender)
under or in connection with this Agreement or any other Credit Document,
including obligations in respect of principal, interest, reimbursement
obligations under Letters of Credit and Interest Rate Protection Agreements
provided by a Lender (or an Affiliate of a Lender), commitment fees, Letter of
Credit fees, amounts provided for in Sections 3.2.4, 3.5 and 9 and other fees,
charges, indemnities and expenses from time to time owing hereunder or under any
other Credit Document (whether accruing before or after a Bankruptcy Default and
regardless of whether allowed as a claim in bankruptcy or similar proceedings).

1.46. "Credit Participant" is defined in Section 11.2.
------------------

-9-

1.47. "Credit Security" means all assets now or from time to time hereafter
---------------
subjected to a security interest, mortgage or charge (or intended or required so
to be subjected pursuant to the Guarantee and Security Agreement or any other
Credit Document) to secure the payment or performance of any of the Credit
Obligations on a pari passu basis, including the assets described in section 3.1
of the Guarantee and the Security Agreement.

1.48. "CSSI Acquisition" means the proposed acquisition by certain of the
----------------
Company's Subsidiaries of assets of Xxxxxx Communications Group, Inc. and
Communication Site Services, Inc., as contemplated by the Letter of Intent dated
June 16, 1997 among such parties previously furnished to the Lenders.

1.49. "Default" means any Event of Default and any event or condition which
-------
with the passage of time or giving of notice, or both, would become an Event of
Default and the filing against the Company, any of its Subsidiaries or any other
Obligor of a petition commencing an involuntary case under the Bankruptcy Code.

1.50. "Delinquency Period" is defined in Section 10.4.4.
------------------

1.51. "Delinquent Lender" is defined in Section 10.4.4.
-----------------

1.52. "Delinquent Payment" is defined in Section 10.4.4.
------------------

1.53. "Designated Financing Debt" means Financing Debt incurred by the
-------------------------
Company or any of its Subsidiaries after the Initial Closing Date other than
Financing Debt permitted by Sections 6.6.1 (the Loan), 6.6.7 (purchase money
Indebtedness and Capitalized Leases), 6.6.9 (intercompany Indebtedness) and
6.6.11 (subordinated debt).

1.54. "Designated Real Property" means each real property owned or leased
------------------------
by the Company or any of its Subsidiaries upon which any Tower is located and
which must be pledged to the Agent to comply with Section 6.20.3.

1.55. "Distribution" means, with respect to the Company (or other specified
------------
Person):

(a) the declaration or payment of any dividend or distribution on
or in respect of any shares of any class of capital stock of or other
equity interests in the Company (or such specified Person);

(b) the purchase, redemption or other retirement of any shares of
any class of capital stock of or other equity interest in the Company (or
such specified Person) or of options, warrants or other rights for the
purchase of such shares, directly, indirectly through a Subsidiary or
otherwise;

-10-

(c) any other distribution on or in respect of any shares of any
class of capital stock of or equity or other beneficial interest in the
Company (or such specified Person);

(d) any payment of principal or interest with respect to, or any
purchase, redemption or defeasance of, any Financing Debt of the Company
(or such specified Person) which by its terms or the terms of any agreement
is subordinated to the payment of the Credit Obligations; and

(e) any payment, loan or advance by the Company (or such specified
Person) to, or any other Investment by the Company (or such specified
Person) in, the holder of any shares of any class of capital stock of or
equity interest in the Company (or such specified Person), or any Affiliate
of such holder (including the payment of management fees and transaction
fees and expenses);

provided, however, that the term "Distribution" shall not include (i) dividends
-------- -------
payable in perpetual common stock of or other similar equity interests in the
Company (or such specified Person) or (ii) payments in the ordinary course of
business in respect of (A) reasonable compensation paid to employees, officers
and directors, (B) advances and reimbursements to employees for travel expenses,
drawing accounts and similar expenditures, or (C) rent paid to, or accounts
payable for services rendered or goods sold by, non-Affiliates that own capital
stock of or other equity interests in the Company (or such specified Person).

1.56. "Domestic Subsidiary" means any Subsidiary that is not a Foreign
-------------------
Subsidiary.

1.57. "Environmental Laws" means all applicable federal, state or local
------------------
statutes, laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) relating to public health and safety
and protection of the environment, including the federal Occupational Health and
Safety Act.

1.58. "Equity Transaction" means any issuance by the Company or any of its
------------------
Subsidiaries after the Initial Closing Date of any shares of its capital stock
(including issuances under any commitments with respect to the Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock), other equity interests or options, warrants or other purchase
rights to acquire such capital stock or other equity interests to, or receipt of
a capital contribution from, any Person (other than any Obligors or their
officers, employees and directors).

1.59. "ERISA" means the federal Employee Retirement Income Security Act of
-----
1974.

1.60. "ERISA Group Person" means the Company, any Subsidiary of the Company
------------------
and any Person which is a member of the controlled group or under common control
with the

-11-

Company or any Subsidiary within the meaning of section 414 of the Code
or section 4001(a)(14) of ERISA.

1.61. "ESMR Operator" means a person licensed by the FCC to operate an
-------------
enhanced specialized mobile radio communications system, which system employs
digital technology with a multi-site configuration that permits frequency re-use
in specialized mobile radio frequencies.

1.62. "Estoppel and Consent Letters" is defined in Section 6.20.3.
----------------------------

1.63. "Eurodollars" means, with respect to any Lender, deposits of United
-----------
States Funds in a non-United States office or an international banking facility
of such Lender.

1.64. "Eurodollar Basic Rate" means, for any Eurodollar Interest Period,
---------------------
the rate of interest at which Eurodollar deposits which have a term
corresponding to such Eurodollar Interest Period are offered to the Agent by
first class banks in the inter-bank Eurodollar market for delivery in
immediately available funds at a Eurodollar Office on the first day of such
Eurodollar Interest Period as determined by the Agent at approximately 10:00
a.m. (Boston time) two Banking Days prior to the date upon which such Eurodollar
Interest Period is to commence (which determination by the Agent shall, in the
absence of manifest error, be conclusive).

1.65. "Eurodollar Interest Period" means any period, selected as provided
--------------------------
in Section 3.2.1, of one, two, three or six months, commencing on any Banking
Day and ending on the corresponding date in the subsequent calendar month so
indicated (or, if such subsequent calendar month has no corresponding date, on
the last day of such subsequent calendar month); provided, however, that subject
-------- -------
to Section 3.2.3, if any Eurodollar Interest Period so selected would otherwise
begin or end on a date which is not a Banking Day, such Eurodollar Interest
Period shall instead begin or end, as the case may be, on the immediately
preceding or succeeding Banking Day as determined by the Agent in accordance
with the then current banking practice in the inter-bank Eurodollar market with
respect to Eurodollar deposits at the applicable Eurodollar Office, which
determination by the Agent shall, in the absence of manifest error, be
conclusive.

1.66. "Eurodollar Office" means such non-United States office or
-----------------
international banking facility of any Lender as the Lender may from time to time
select.

1.67. "Eurodollar Pricing Options" means the options granted pursuant to
--------------------------
Section 3.2.1 to have the interest on any portion of the Loan computed on the
basis of a Eurodollar Rate.

1.68. "Eurodollar Rate" for any Eurodollar Interest Period means the rate,
---------------
rounded upward to the nearest 1/100%, obtained by dividing (a) the Eurodollar
Basic Rate for such

-12-

Eurodollar Interest Period by (b) an amount equal to 1 minus the Eurodollar
-----
Reserve Rate; provided, however, that if at any time during such Eurodollar
-------- -------
Interest Period the Eurodollar Reserve Rate applicable to any outstanding
Eurodollar Pricing Option changes, the Eurodollar Rate for such Eurodollar
Interest Period shall automatically be adjusted to reflect such change,
effective as of the date of such change to the extent required by the Legal
Requirement implementing such change.

1.69. "Eurodollar Reserve Rate" means the stated maximum rate (expressed as
-----------------------
a decimal) of all reserves (including any basic, supplemental, marginal or
emergency reserve or any reserve asset), if any, as from time to time in effect,
required by any Legal Requirement to be maintained by any Lender against (a)
"Eurocurrency liabilities" as specified in Regulation D of the Board of
Governors of the Federal Reserve System applicable to Eurodollar Pricing
Options, (b) any other category of liabilities that includes Eurodollar deposits
by reference to which the interest rate on portions of the Loan subject to
Eurodollar Pricing Options is determined, (c) the principal amount of or
interest on any portion of the Loan subject to a Eurodollar Pricing Option or
(d) any other category of extensions of credit, or other assets, that includes
loans subject to a Eurodollar Pricing Option by a non-United States office of
any of the Lenders to United States residents, in each case without the benefits
of credits for prorations, exceptions or offsets that may be available to a
Lender.

1.70. "Event of Default" is defined in Section 8.1.
----------------

1.71. "FAA" means the Federal Aviation Authority.
---

1.72. "FCC" means the Federal Communications Commission.
---

1.73. "Federal Funds Rate" means, for any day, the rate equal to the
------------------
weighted average (rounded upward to the nearest 1/8%) of the rates on overnight
federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, (a) as such weighted average is published for such day
(or, if such day is not a Banking Day, for the immediately preceding Banking
Day) by the Federal Reserve Bank of New York or (b) if such rate is not so
published for such Banking Day, quotations received by the Agent from three
federal funds brokers of recognized standing selected by the Agent. Each
determination by the Agent of the Federal Funds Rate shall, in the absence of
manifest error, be conclusive.

1.74. "Final Maturity Date" means July 30, 2004.
-------------------

1.75. "Financial Officer" of the Company (or other specified Person) means
-----------------
its chief executive officer, chief financial officer, chairman, president or
treasurer, each of whose incumbency and signatures have been certified to the
Agent by the secretary or other appropriate attesting officer of the Company (or
such specified Person).

-13-

1.76. "Financing Debt" means each of the items described in clauses (a)
--------------
through (f) of the definition of the term "Indebtedness" and, without
duplication, any Guarantees of such items; provided, however, that in no event
-------- -------
shall Financing Debt include the issuance by the Company of any capital stock
with respect to the Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock or Series D Preferred Stock, the proceeds of the issuance
thereof or any mandatory redemption or dividend rights with respect thereto that
are subject to the Subordination Agreement.

1.77. "Foreign Subsidiary" means each Subsidiary that is organized under
------------------
the laws of, and conducting its business primarily in a jurisdiction outside of,
the United States of America.

1.78. "Funding Liability" means (a) any Eurodollar deposit which was used
-----------------
(or deemed by Section 3.2.6 to have been used) to fund any portion of the Loan
subject to a Eurodollar Pricing Option, and (b) any portion of the Loan subject
to a Eurodollar Pricing Option funded (or deemed by Section 3.2.6 to have been
funded) with the proceeds of any such Eurodollar deposit.

1.79. "GAAP" means generally accepted accounting principles as from time to
----
time in effect, including the statements and interpretations of the United
States Financial Accounting Standards Board; provided, however, that for
-------- -------
purposes of compliance with Section 6 (other than Section 6.4) and the related
definitions, "GAAP" means such principles as in effect on December 31, 1996 as
applied by the Company and its Subsidiaries in the preparation of the most
recent annual statements referred to in Section 7.2.1(a), and consistently
followed, without giving effect to any subsequent changes thereto.

1.80. "Guarantee" means, with respect to the Company (or other specified
---------
Person):

(a) any guarantee by the Company (or such specified Person) of the
payment or performance of, or any contingent obligation by the Company (or
such specified Person) in respect of, any Indebtedness or other obligation
of any primary obligor;

(b) any other arrangement whereby credit is extended to a primary
obligor on the basis of any promise or undertaking of the Company (or such
specified Person), including any binding "comfort letter" or "keep well
agreement" written by the Company (or such specified Person), to a creditor
or prospective creditor of such primary obligor, to (i) pay the
Indebtedness of such primary obligor, (ii) purchase an obligation owed by
such primary obligor, (iii) pay for the purchase or lease of assets or
services regardless of the actual delivery thereof or (iv) maintain the
capital, working capital, solvency or general financial condition of such
primary obligor;

(c) any liability of the Company (or such specified Person), as a
general partner of a partnership in respect of Indebtedness or other
obligations of such partnership;

-14-

(d) any liability of the Company (or such specified Person) as a
joint venturer of a joint venture in respect of Indebtedness or other
obligations of such joint venture;

(e) any liability of the Company (or such specified Person) with
respect to the tax liability of others as a member of a group (other than a
group consisting solely of the Company and its Subsidiaries) that is
consolidated for tax purposes; and

(f) reimbursement obligations, whether contingent or matured, of
the Company (or such specified Person) with respect to letters of credit,
bankers acceptances, surety bonds, other financial guarantees and Interest
Rate Protection Agreements,

in each case whether or not any of the foregoing are reflected on the balance
sheet of the Company (or such specified Person) or in a footnote thereto;
provided, however, that the term "Guarantee" shall not include endorsements for
-------- -------
collection or deposit in the ordinary course of business. The amount of any
Guarantee and the amount of Indebtedness resulting from such Guarantee shall be
the maximum amount that the guarantor may become obligated to pay in respect of
the obligations (whether or not such obligations are outstanding at the time of
computation).

1.81. "Guarantee and Security Agreement" is defined in Section 5.1.4.
--------------------------------

1.82. "Guarantor" means each Domestic Subsidiary of the Company party to,
---------
or which subsequently becomes party to, the Guarantee and Security Agreement as
a Guarantor.

1.83. "Hazardous Material" means any pollutant, toxic or hazardous material
------------------
or waste, including any "hazardous substance" or "pollutant" or "contaminant" as
defined in section 101(14) of CERCLA or any other Environmental Law or regulated
as toxic or hazardous under RCRA or any other Environmental Law.

1.84. "Indebtedness" means all obligations, contingent or otherwise, which
------------
in accordance with GAAP are required to be classified upon the balance sheet of
the Company (or other specified Person) as liabilities, but in any event
including (without duplication):

(a) borrowed money;

(b) indebtedness evidenced by notes, debentures or similar
instruments;

(d) the deferred purchase price of assets, services or securities,
including related noncompetition, consulting and stock repurchase
obligations (other than

-15-

ordinary trade accounts payable within six months after the incurrence
thereof in the ordinary course of business);

(e) mandatory redemption or dividend rights on capital stock (or
other equity);

(f) reimbursement obligations, whether contingent or matured, with
respect to letters of credit, bankers acceptances, surety bonds, other
financial guarantees and Interest Rate Protection Agreements (without
duplication of other Indebtedness supported or guaranteed thereby);

(g) unfunded pension liabilities;

(h) obligations that are immediately and directly due and payable
out of the proceeds of or production from property;

(i) liabilities secured by any Lien existing on property owned or
acquired by the Company (or such specified Person), whether or not the
liability secured thereby shall have been assumed; and

(j) all Guarantees in respect of Indebtedness of others.

1.85. "Indemnified Party" is defined in Section 9.2.
-----------------

1.86. "Initial Closing Date" means August 8, 1997 or such other date prior
--------------------
to September 30, 1997 agreed to by the Company and the Agent as the first
Closing Date hereunder.

1.87. "Interest Rate Protection Agreement" means any interest rate swap,
----------------------------------
interest rate cap, interest rate hedge or other contractual arrangement that
converts variable interest rates into fixed interest rates, fixed interest rates
into variable interest rates or other similar arrangements.

1.88. "Investment" means, with respect to the Company (or other specified
----------
Person):

(a) any share of capital stock, partnership or other equity
interest, evidence of Indebtedness or other security issued by any other
Person;

(b) any loan, advance or extension of credit to, or contribution
to the capital of, any other Person;

-16-

(d) any acquisition of all, or any division or similar operating
unit of, the business of any other Person or the assets comprising such
business, division or unit; and

(e) any other similar investment.

The investments described in the foregoing clauses (a) through (e) shall be
included in the term "Investment" whether they are made or acquired by purchase,
exchange, issuance of stock or other securities, merger, reorganization or any
other method; provided, however, that the term "Investment" shall not include
-------- -------
(i) trade and customer accounts receivable for property leased, goods furnished
or services rendered in the ordinary course of business and payable on a current
basis in accordance with customary trade terms, (ii) deposits, advances or
prepayments to suppliers for property leased or licensed, goods furnished and
services rendered in the ordinary course of business, (iii) advances to
employees for relocation and travel expenses, drawing accounts and similar
expenditures, (iv) stock or other securities acquired in connection with the
satisfaction or enforcement of Indebtedness or claims due to the Company (or
such specified Person) or as security for any such Indebtedness or claim or (v)
demand deposits in banks or similar financial institutions.

In determining the amount of outstanding Investments:

(A) the amount of any Investment shall be the cost thereof minus any
-----
returns of capital in cash on such Investment (determined in accordance
with GAAP without regard to amounts realized as income on such Investment);

(B) the amount of any Investment in respect of a purchase described
in clause (d) above shall include the amount of any Financing Debt assumed
in connection with such purchase or secured by any asset acquired in such
purchase (whether or not any Financing Debt is assumed) or for which any
Person that becomes a Subsidiary is liable on the date on which the
securities of such Person are acquired; and

(C) no Investment shall be increased as the result of an increase in
the undistributed retained earnings of the Person in which the Investment
was made or decreased as a result of an equity interest in the losses of
such Person.

1.89. "Leases" means the leases with respect to real property on which
------
Towers are located.

1.90. "Legal Requirement" means any present or future requirement imposed
-----------------
upon any of the Lenders or the Company and its Subsidiaries by any law, statute,
rule, regulation, directive, order, decree or guideline (or any interpretation
thereof by courts or of administrative bodies) of the United States of America,
or any jurisdiction in which any Eurodollar Office is located or any state or
political subdivision of any of the foregoing, or by

-17-

any board, governmental or administrative agency, central bank or monetary
authority of the United States of America, any jurisdiction in which any
Eurodollar Office is located, or any political subdivision of any of the
foregoing. Any such law, statute, rule, regulation, directive, order, decree,
guideline or interpretation imposed on any of the Lenders not having the force
of law shall be deemed to be a Legal Requirement for purposes of Section 3 if
such Lender reasonably believes that compliance therewith is customary
commercial practice.

1.91. "Lender" means each of the Persons listed as lenders on the signature
------
pages hereto, including BankBoston in its capacity as a Lender and such other
Persons who may from time to time own a Percentage Interest in the Credit
Obligations, but the term "Lender" shall not include any Credit Participant.

1.92. "Lending Officer" means such individuals whom the Agent may designate
---------------
in writing to the Company from time to time as the individual who may receive
telephone requests for extensions of credit under Sections 2.1.3, 2.2.3 and
2.3.2.

1.93. "Letter of Credit" is defined in Section 2.3.1.
----------------

1.94. "Letter of Credit Amortization Amount" is defined in Section 4.2.
------------------------------------

1.95. "Letter of Credit Exposure" means, at any date, the sum of (a) the
-------------------------
aggregate face amount of all drafts that may then or thereafter be presented by
beneficiaries under all Letters of Credit then outstanding, plus (b) the
----
aggregate face amount of all drafts that the Letter of Credit Issuer has
previously accepted under Letters of Credit but has not paid.

1.96. "Letter of Credit Issuer" means, for any Letter of Credit, BankBoston
-----------------------
or, in the event BankBoston does not for any reason issue a requested Letter of
Credit, another Lender designated by the Agent to issue such Letter of Credit,
which designation shall be made promptly by the Agent.

1.97. "License Agreements" means any license or lease agreements between
------------------
the Company or one of its Subsidiaries, on one hand, and its customers, on the
other hand, for the licensing or leasing of space on any Tower.

1.98. "Lien" means, with respect to the Company (or any other specified
----
Person):

(a) any lien, encumbrance, mortgage, pledge, charge or security
interest of any kind upon any property or assets of the Company (or such
specified Person), whether now owned or hereafter acquired, or upon the
income or profits therefrom;

(b) the acquisition of, or the agreement to acquire, any property
or asset upon conditional sale or subject to any other title retention
agreement, device or arrangement (including a Capitalized Lease);

-18-

(c) the sale, assignment, pledge or transfer for security of any
accounts, general intangibles or chattel paper of the Company (or such
specified Person), with or without recourse; and

(d) the transfer of any tangible property or assets for the
purpose of subjecting such items to the payment of previously outstanding
Indebtedness in priority to payment of the general creditors of the Company
(or such specified Person).

1.99. "Loan" means, collectively, the Revolving Loan and the Term Loan.
----

1.100. "Margin Stock" means "margin stock" within the meaning of
------------
Regulations G, T, U or X of the Board of Governors of the Federal Reserve
System.

1.101. "Material Adverse Change" means, since any specified date or from
-----------------------
the circumstances existing immediately prior to the happening of any specified
event, a material adverse change in (a) the business, assets, financial
condition, income or prospects of the Company and its Subsidiaries (on a
Consolidated basis), whether as a result of (i) general economic conditions
affecting the wireless telecommunications industry, (ii) difficulties in
obtaining supplies and raw materials, (iii) fire, flood or other natural
calamities, (iv) environmental pollution, (v) regulatory changes, judicial
decisions, war or other governmental action or (vi) any other event or
development, whether or not related to those enumerated above or (b) the ability
of the Obligors to perform their obligations under the Credit Documents or (c)
the rights and remedies of the Agent and the Lenders under the Credit Documents
to the extent that the Agent and the Lenders are unable practically to realize
the principal legal benefits of their aggregate rights and remedies under the
Credit Documents.

1.102. "Material Agreements" is defined in Section 7.2.2.
-------------------

1.103. "Maximum Amount of Revolving Credit" is defined in Section 2.1.2.
----------------------------------

1.104. "Maximum Amount of Term Credit" is defined in Section 2.2.2.
-----------------------------

1.105. "Moody's" means Xxxxx'x Investors Service, Inc.
-------

1.106. "Mortgages" means the mortgages and the deeds of trust (and the
---------
leasehold mortgages and leasehold deeds of trust) executed by the Company or any
of its Subsidiaries in favor of the Agent for the benefit of the Lenders,
encumbering the real property or leaseholds upon which Towers are located, in
substantially the form of Exhibits 6.20.3A and 6.20.3B, respectively.

1.107. "Multiemployer Plan" means any Plan that is a "multiemployer plan"
------------------
as defined in section 4001(a)(3) of ERISA.

-19-

1.108. "Net Asset Sale Proceeds" means the cash proceeds of the sale or
-----------------------
disposition of assets (including by way of merger), and the cash proceeds of any
insurance payments on account of the destruction or loss of property, by the
Company or any of its Subsidiaries after the Initial Closing Date, net of (a)
any Indebtedness permitted by Section 6.6.7 (Capitalized Leases and purchase
money indebtedness) secured by assets being sold in such transaction required to
be paid from such proceeds, (b) income taxes that, as estimated by the Company
in good faith, will be required to be paid by the Company or any of its
Subsidiaries in cash as a result of, and within 15 months after, such sale or
disposition, (c) reasonable reserves for liabilities resulting from the sale of
assets and (d) all reasonable expenses of the Company or any of its Subsidiaries
payable in connection with the sale or disposition; provided, however, that "Net
-------- -------
Asset Sale Proceeds" shall not include cash proceeds:

(i) of asset sales permitted by Section 6.11.1,

(ii) of mergers permitted by Section 6.11.2,

(iii) from the sale of Tower assets that will be used to
acquire replacement or other Tower assets within 180 days after such
sale or disposition; provided, however, that if any amount in this
-------- -------
clause (iii) is not actually used to acquire replacement or other
Tower assets within such 180-day period, such amount shall then
automatically become Net Asset Sale Proceeds; or

(iv) in an amount less than $100,000 for each transaction or
series of related transactions, but not to exceed $300,000 in the
aggregate after the Initial Closing Date.

1.109. "Net Debt Proceeds" means cash proceeds of the incurrence of
-----------------
Designated Financing Debt by the Company or any of its Subsidiaries (net of
reasonable out-of-pocket transaction fees and expenses).

1.110. "Net Equity Proceeds" means the cash proceeds received by the
-------------------
Company or any of its Subsidiaries in connection with any Equity Transaction
(net of reasonable out-of-pocket fees and expenses), excluding (a) any such cash
proceeds that are used by the Company or any of its Subsidiaries within 180 days
to acquire or construct Towers; provided, however, that if any amount in this
-------- -------
clause (a) is not actually used to acquire replacement or other Tower assets
within such 180-day period, such amount shall then automatically become Net
Equity Proceeds; and (b) any such cash proceeds from a public offering of the
Company's Common Stock after December 31, 1999 resulting in gross proceeds of at
least $20,000,000 that are applied within 60 days to redeem the Series A
Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock or
Series D Preferred Stock.

-20-

1.111. "Nonperforming Lender" is defined in Section 10.4.4.
--------------------

1.112. "Non-Tower Capital Expenditures" means, for any period the remainder
------------------------------
of (a) Capital Expenditures minus (b) amounts included in the foregoing clause
-----
(a) on account of Tower construction and acquisition costs.

1.113. "Notes" means, collectively, the Revolving Notes and the Term Notes.
-----

1.114. "Obligor" means the Company, each Guarantor and each other Person
-------
guaranteeing or providing collateral for the Credit Obligations. As of the
Initial Closing Date the only Obligors are the Company and its Domestic
Subsidiaries.

1.115. "Offering Memorandum" is defined in Section 7.2.1.
-------------------

1.116. "Overdue Reimbursement Rate" means, at any date, the highest
--------------------------
Applicable Rate then in effect.

1.117. "Payment Date" means (a) the last Banking Day of each March, June,
------------
September and December, occurring after the Initial Closing Date and (b) the
Final Maturity Date.

1.118. "PBGC" means the Pension Benefit Guaranty Corporation or any
----
successor entity.

1.119. "PCS A-F Block Provider" means a licensee of personal communications
----------------------
services frequencies who was licensed by the FCC (a) in auctions of the X-xxxxx,
X-xxxxx, X-xxxxx, X-xxxxx or F-block frequencies concluded in 1995, 1996 and
1997 or (b) in other auctions for which the field of bidders is not restricted
by size or other economic factors.

1.120. "PCS C-Block Provider" means (a) a licensee of 30 MHz personal
--------------------
communication services frequencies who was licensed by the FCC in the C-block
auction concluded in May 1996 and (b) any other licensee of personal
communications services frequencies who was licensed by the FCC in a special
auction restricted to small businesses.

1.121. "Percentage Interest" means, with respect to any Lender, the
-------------------
Commitment of such Lender with respect to the respective portions of the Loan
and Letter of Credit Exposure. For purposes of determining votes or consents by
the Lenders, the Percentage Interest of any Lender shall be computed as follows:
(a) at all times when no Event of Default under Section 8.1.1 and no Bankruptcy
Default exists, the ratio that the respective Commitments of such Lender bears
to the total Commitments of all Lenders as from time to time in effect and
reflected in the Register, and (b) at all other times, the ratio that the
respective amounts of the outstanding Loan and Letter of Credit Exposure owing
to such Lender bear to the total outstanding Loan and Letter of Credit Exposure
owing to all Lenders.

-21-

1.122. "Performing Lender" is defined in Section 10.4.4.
-----------------

1.123. "Person" means any present or future natural person or any
------
corporation, association, partnership, joint venture, limited liability, joint
stock or other company, business trust, trust, organization, business or
government or any governmental agency or political subdivision thereof.

1.124. "PIK Interest" means any accrued interest payments on Financing Debt
------------
that are postponed, evidenced by book entry accrual or made through the issuance
of "payment-in-kind" notes or other similar securities, all in accordance with
the terms of such Financing Debt; provided, however, that in no event shall PIK
-------- -------
Interest include payments made with cash or Cash Equivalents.

1.125. "Plan" means, at any date, any pension benefit plan subject to Title
----
IV of ERISA maintained, or to which contributions have been made or are required
to be made, by any ERISA Group Person within six years prior to such date.

1.126. "Pledged Towers" means, on any date, Towers with respect to which
--------------
the Lenders hold a perfected, first priority security interest in the Towers and
the real property or leasehold upon which such Towers are located and, in the
case of leaseholds, the Lenders have received an Estoppel and Consent Letter
from the lessor.

1.127. "RCRA" means the federal Resource Conservation and Recovery Act, 42
----
U.S.C. (S) 690, et seq.
-- ---

1.128. "Register" is defined in Section 11.1.3.
--------

1.129. "Related Fund" means, with respect to any Lender that is a fund that
------------
invests in senior bank loans, any other fund that invests in senior bank loans
and is managed by the same investment advisor as such Lender or by an Affiliate
of such investment advisor.

1.130. "Replacement Lender" is defined in Section 11.3.
------------------

1.131. "Required Lenders" means, with respect to any approval, consent,
----------------
modification, waiver or other action to be taken by the Agent or the Lenders
under the Credit Documents which require action by the Required Lenders, such
Lenders as own at least 60% of the Percentage Interests; provided, however, that
-------- -------
with respect to any matters referred to in the proviso to Section 10.6, Required
Lenders means such Lenders as own at least the respective portions of the
Percentage Interests required by Section 10.6.

1.132. "Revolving Loan" is defined in Section 2.1.4.
--------------

-22-

1.133. "Revolving Notes" is defined in Section 2.1.4.
---------------

1.134. "S&P" means Standard & Poor's Ratings Group, a division of McGraw
---
Hill Companies Corporation.

1.135. "Securities Act" means the federal Securities Act of 1933.
--------------

1.136. "Senior Management" means the Company's Chief Executive Officer,
-----------------
Chief Financial Officer, Chief Operating Officer and Senior Vice President-Asset
Ownership and General Counsel.

1.137. "Series A Preferred Stock" means the 4% Series A Convertible
------------------------
Preferred Stock, par value $0.01 per share, of the Company originally issued
pursuant to the Offering Memorandum.

1.138. "Series B Preferred Stock" means the 4% Series B Redeemable
------------------------
Preferred Stock, par value $0.01 per share, of the Company originally issued
upon conversion of the Series A Preferred Stock.

1.139. "Series C Preferred Stock" means the 4% Series C Convertible
------------------------
Preferred Stock, par value $0.01 per share, of the Company originally issued
pursuant to the Series A Convertible Preferred Stock Purchase Agreement dated as
of March 6, 1997 among the Company and the purchasers named therein.

1.140. "Series D Preferred Stock" means the 4% Series D Redeemable
------------------------
Preferred Stock, par value $0.01 per share, of the Company originally issued
upon conversion of the Series C Preferred Stock.

1.141. "Subordination Agreement" is defined in Section 5.1.6.
-----------------------

1.142. "Subsidiary" means any Person of which the Company (or other
----------
specified Person) shall at the time, directly or indirectly through one or more
of its Subsidiaries, (a) own at least 50% of the outstanding capital stock (or
other shares of beneficial interest) entitled to vote generally, (b) hold at
least 50% of the partnership, joint venture or similar interests or (c) be a
general partner or joint venturer.

1.143. "Syndication Agent" means BancBoston Securities Inc.
-----------------

1.144. "Tax" means any present or future tax, levy, duty, impost,
---
deduction, withholding or other charges of whatever nature at any time required
by any Legal Requirement (a) to be paid by any Lender or (b) to be withheld or
deducted from any payment otherwise required hereby to be made to any Lender, in
each case on or with respect to its obligations hereunder, the Loan, any payment
in respect of the Credit Obligations or any

-23-

Funding Liability not included in the foregoing; provided, however, that the
-------- -------
term "Tax" shall not include taxes imposed upon or measured by the net income of
such Lender (other than withholding taxes) or franchise taxes that are imposed
in lieu of income taxes.

1.145. "Term Loan" is defined in Section 2.2.4.
---------

1.146. "Term Note" is defined in Section 2.2.4.
---------

1.147. "Towers" means towers for wireless telecommunications carriers.
------

1.148. "Tower Company" means a corporation or any other entity engaged
-------------
primarily in the business of owning and/or operating Towers and leasing space
thereon to tenants.

1.149. "Tranche" means each of the Revolving Loan and the Term Loan,
-------
considered as a separate credit facility.

1.150. "Uniform Customs and Practice" is defined in Section 2.3.7.
----------------------------

1.151. "United States Funds" means such coin or currency of the United
-------------------
States of America as at the time shall be legal tender therein for the payment
of public and private debts.

1.152. "Wholly Owned Subsidiary" means any Subsidiary of which all of the
-----------------------
outstanding capital stock (or other shares of beneficial interest) entitled to
vote generally (other than directors' qualifying shares and, in the case of
Foreign Subsidiaries, shares required by Legal Requirements to be held by
foreign nationals) is owned by the Company (or other specified Person) directly,
or indirectly through one or more Wholly Owned Subsidiaries.

2. THE CREDITS.
-----------

2.1. Revolving Credit.
----------------

2.1.1. Revolving Loan. Subject to all the terms and conditions of
--------------
this Agreement and so long as no Default exists, from time to time on and
after the Initial Closing Date and prior to the Final Maturity Date the
Lenders will, severally in accordance with their respective Commitments in
the Revolving Loan, make loans to the Company in such amounts as may be
requested by the Company in accordance with Section 2.1.3. The sum of the
aggregate principal amount of loans made under this Section 2.1.1 at any
one time outstanding shall in no event exceed the Maximum Amount of
Revolving Credit. In no event will the principal amount of loans at any one
time outstanding made by any Lender pursuant to this Section 2.1 exceed
such Lender's Commitment with respect to the Revolving Loan.

-24-

2.1.2. Maximum Amount of Revolving Credit. The term "Maximum Amount of
---------------------------------- -----------------
Revolving Credit" means, on any date, the lesser of (a) $10,000,000 or (b)
----------------
the amount (in an integral multiple of $1,000,000) to which the then
applicable amount set forth in clause (a) above shall have been irrevocably
reduced from time to time by notice from the Company to the Agent.

2.1.3. Borrowing Requests. The Company may from time to time request
------------------
a loan under Section 2.1.1 by providing to the Agent a notice (which may be
given by a telephone call received by a Lending Officer if promptly
confirmed in writing). Such notice must be not later than noon (Boston
time) on the first Banking Day (third Banking Day if any portion of such
loan will be subject to a Eurodollar Pricing Option on the requested
Closing Date) prior to the requested Closing Date for such loan. The notice
must specify (a) the amount of the requested revolving loan (which shall be
not less than $100,000 and an integral multiple of $10,000) and (b) the
requested Closing Date therefor (which shall be a Banking Day). Upon
receipt of such notice, the Agent will promptly inform each other Lender
(by telephone or otherwise). Each such loan will be made at the Boston
Office by depositing the amount thereof to the general account of the
Company with the Agent. In connection with each such loan, the Company
shall furnish to the Agent a certificate in substantially the form of
Exhibit 5.2.1.

2.1.4. Revolving Notes. The aggregate principal amount of the loans
---------------
outstanding from time to time under this Section 2.1 is referred to as the
"Revolving Loan". The Agent shall keep a record of the Revolving Loan as
--------------
part of the Register. The Revolving Loan shall be deemed owed to each
Lender having a Commitment therein severally in accordance with such
Lender's Percentage Interest therein, and all payments thereon shall be for
the account of each Lender in accordance with its Percentage Interest
therein. The Company's obligations to pay each Lender's Percentage Interest
in the Revolving Loan shall be evidenced by a separate note of the Company
in substantially the form of Exhibit 2.1.4 (the "Revolving Notes"), payable
---------------
to each Lender in accordance with such Lender's Percentage Interest in the
Revolving Loan.

2.2. Term Credit.
-----------

2.2.1 Term Loan. Subject to all the terms and conditions of this
---------
Agreement and so long as no Default exists, the Lenders will, severally in
accordance with their respective Commitments in the Term Loan, make loans
to the Company in such amounts as may be requested by the Company pursuant
to Section 2.2.3. Loans may be made under this Section 2.2.1 from time to
time after the Initial Closing Date and prior to September 30, 1999, except
that loans may be made after September 30, 1999 only to reimburse payments
made by the Agent with respect to Letters of Credit issued prior to such
date. The sum of the aggregate principal amount of all loans made

-25-

pursuant to this Section 2.2.1 plus the Letter of Credit Exposure shall not
----
exceed the Maximum Amount of Term Credit.

2.2.2. Maximum Amount of Term Credit. The term "Maximum Amount of
----------------------------- -----------------
Term Credit" means, on any date, the lesser of (a) (i) $65,000,000 minus
----------- -----
(ii) Net Asset Sale Proceeds described in Section 4.3.3, Net Debt Proceeds
described in Section 4.3.4 and Net Equity Proceeds described in Section
4.3.5 in each case to the extent in excess of the then outstanding Term
Loan minus (iii) 50% of Consolidated Excess Cash Flow as described in
-----
Section 4.3.2 in excess of the then outstanding Term Loan minus (iv)
-----
voluntary prepayments of the Term Loan under Section 4.4 or (b) the amount
(in an integral multiple of $100,000) to which the then applicable amount
set forth in clause (a) above shall have been irrevocably reduced from time
to time by notice from the Company to the Agent.

2.2.3. Borrowing Requests. The Company may from time to time request
------------------
a loan under Section 2.2.1 by providing to the Agent a notice (which may be
given by a telephone call received by a Lending Officer if promptly
confirmed in writing). Such notice must be not later than noon (Boston
time) on the first Banking Day (third Banking Day if any portion of such
loan will be subject to a Eurodollar Pricing Option on the requested
Closing Date) prior to the requested Closing Date for such loan. The notice
must specify (a) the amount of the requested term loan (which shall be not
less than $500,000 and an integral multiple of $100,000 and (b) the
requested Closing Date therefor (which shall be a Banking Day). Upon
receipt of such notice, the Agent will promptly inform each other Lender
(by telephone or otherwise). Each such loan will be made at the Boston
Office by depositing the amount thereof to the general account of the
Company with the Agent. In connection with each such loan, the Company
shall furnish to the Agent a certificate in substantially the form of
Exhibit 5.2.1.

2.2.4. Term Notes. The aggregate principal amount of the loans
----------
outstanding from time to time under this Section 2.2 is referred to as the
"Term Loan". The Agent shall keep a record of the Term Loan as part of the
---------
Register. The Term Loan shall be deemed owed to each Lender having a
Commitment therein severally in accordance with such Lender's Percentage
Interest therein, and all payments thereon shall be for the account of each
Lender in accordance with its Percentage Interest therein. The Company's
obligations to pay each Lender's Percentage Interest in the Term Loan shall
be evidenced by a separate note of the Company in substantially the form of
Exhibit 2.2.4 (the "Term Notes"), payable to each Lender in accordance with
----------
such Lender's Percentage Interest in the Term Loan.

2.3 Letters of Credit.
-----------------

2.3.1. Issuance of Letters of Credit. Subject to all the terms and
-----------------------------
conditions of this Agreement and so long as no Default exists, from time to
time on and after the

-26-

Initial Closing Date and prior to September 30, 1999, the Letter of Credit
Issuer will issue for the account of the Company one or more irrevocable
documentary or standby letters of credit (the "Letters of Credit"). Letter
-----------------
of Credit Exposure plus the Term Loan shall in no event exceed the Maximum
----
Amount of Term Credit. Letter of Credit Exposure shall in no event exceed
$15,000,000.

2.3.2. Requests for Letters of Credit. The Company may from time to
------------------------------
time request a Letter of Credit to be issued by providing to the Letter of
Credit Issuer (and the Agent if the Letter of Credit Issuer is not the Agent) a
notice (which may be given by a telephone call received by a Lending Officer if
promptly confirmed in writing). Such notice must be not less than three Banking
Days prior to the requested Closing Date for such Letter of Credit specifying
(a) the amount of the requested Letter of Credit, (b) the beneficiary thereof,
(c) the requested Closing Date and (d) the principal terms of the text for such
Letter of Credit. Each Letter of Credit will be issued by forwarding it to the
Company or to such other Person as directed in writing by the Company. In
connection with the issuance of any Letter of Credit, the Company shall furnish
to the Letter of Credit Issuer (and the Agent if the Letter of Credit Issuer is
not the Agent) a certificate in substantially the form of Exhibit 5.2.1 and any
customary application forms required by the Letter of Credit Issuer. In the
event of any inconsistency between such application forms and this Agreement,
this Agreement shall govern.

2.3.3. Form and Expiration of Letters of Credit. Each Letter of Credit
----------------------------------------
issued under this Section 2.3 and each draft accepted or paid under such a
Letter of Credit shall be issued, accepted or paid, as the case may be, by the
Letter of Credit Issuer at its principal office. No Letter of Credit shall
provide for the payment of drafts drawn thereunder, and no draft shall be
payable, at a date which is later than the earlier of (a) the date 12 months
after the date of issuance (which may be extended by the Letter of Credit
Issuer) or (b) the Final Maturity Date. Each Letter of Credit and each draft
accepted under a Letter of Credit shall be in such form and minimum amount, and
shall contain such terms, as the Company may request; provided, however, that
-------- -------
such form, amount and terms shall be subject to the consent of the Letter of
Credit Issuer, which consent shall not be unreasonably withheld.

2.3.4. Lenders' Participation in Letters of Credit. Upon the issuance
-------------------------------------------
of any Letter of Credit, a participation therein, in an amount equal to each
Lender's Percentage Interest in the Term Loan, shall automatically be deemed
granted by the Letter of Credit Issuer to each such Lender on the date of such
issuance and such Lenders shall automatically be obligated, as set forth in
Section 10.4, to reimburse the Letter of Credit Issuer to the extent of their
respective Percentage Interests in the Term Loan for all obligations incurred by
the Letter of Credit Issuer to third parties in respect of such Letter of Credit
not reimbursed by the Company. The Letter of Credit Issuer will send to each
Lender (and the Agent if the Letter of Credit Issuer is not the Agent) a

-27-

confirmation regarding the participations in Letters of Credit outstanding
during such month. The failure of any Lender to reimburse the Letter of Credit
Issuer as required hereunder shall not relieve the Letter of Credit Issuer from
its obligations to accept or pay any draft properly presented under such Letter
of Credit or to issue any subsequently requested Letter of Credit.

2.3.5. Presentation. The Letter of Credit Issuer may accept or pay any
------------
draft presented to it which appears on its face to be in order if such draft,
the other required documents and any transmittal advice are presented to the
Letter of Credit Issuer and dated on or before the expiration date of the Letter
of Credit under which such draft is drawn. Except insofar as a particular Letter
of Credit contains express, contrary instructions, the Letter of Credit Issuer
may honor as complying with the terms of any Letter of Credit and with this
Agreement any drafts or other documents otherwise in order signed or issued by
an administrator, executor, conservator, trustee in bankruptcy, debtor in
possession, assignee for benefit of creditors, liquidator, receiver or other
legal representative of the party authorized under such Letter of Credit to draw
or issue such drafts or other documents.

2.3.6. Payment of Drafts. At such time as a Letter of Credit Issuer
-----------------
makes any payment on a draft presented or accepted under a Letter of Credit, the
Company will on demand pay to such Letter of Credit Issuer in immediately
available funds the amount of such payment or notify the Letter of Credit Issuer
of its intent to treat such amount as a loan under Section 2.2.1, in which event
such amount shall be considered a loan under Section 2.2.1 and part of the Term
Loan as if the Company had paid in full the amount required with respect to the
Letter of Credit by borrowing such amount under Section 2.2.1 to the extent such
amount does not cause the Term Loan to exceed the Maximum Amount of Term Credit.
To the extent such amount causes the Term Loan to exceed the Maximum Amount of
Term Credit, the Company will on demand pay to such Letter of Credit Issuer in
immediately available funds the amount of such excess.

2.3.7. Uniform Customs and Practice. The Uniform Customs and Practice
----------------------------
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, and any subsequent revisions thereof approved by a Congress
of the International Chamber of Commerce and adhered to by the Letter of Credit
Issuer (the "Uniform Customs and Practice"), shall be binding on the Company and
----------------------------
the Letter of Credit Issuer except to the extent otherwise provided herein, in
any Letter of Credit or in any other Credit Document. Anything in the Uniform
Customs and Practice to the contrary notwithstanding:

(a) Neither the Company nor any beneficiary of any Letter of Credit
shall be deemed an agent of any Letter of Credit Issuer.

-28-

(b) With respect to each Letter of Credit, neither the Letter of
Credit Issuer nor its correspondents shall be responsible for or shall have
any duty to ascertain (unless the Letter of Credit Issuer or such
correspondent is grossly negligent or willful in failing so to ascertain):

(i) the genuineness of any signature;

(ii) the validity, genuineness or legal effect of any
endorsements;

(iii) delay in giving, or failure to give, notice of arrival,
notice of refusal of documents or of discrepancies in respect of which
any Letter of Credit Issuer refuses the documents or any other notice,
demand or protest;

(iv) the performance by any beneficiary under any Letter of
Credit of such beneficiary's obligations to the Company (other than
such beneficiary's obligation to present such items as are required to
draw on the Letter of Credit);

(v) inaccuracy in any notice or demand that appears on its face
to comply with the requirements of the Letter of Credit received by
the Letter of Credit Issuer;

(vi) the validity, form, sufficiency, accuracy, genuineness or
legal effect of any instrument, draft, certificate or other document
required by such Letter of Credit to be presented before payment of a
draft if such instrument, draft, certificate or other document appears
on its face to comply with the requirements of the Letter of Credit,
or the office held by or the authority of any Person signing any of
the same; or

(vii) failure of any instrument to bear adequate reference to
such Letter of Credit appearing on its face otherwise to be in order,
or failure of any Person to note the amount of any instrument on the
reverse of such Letter of Credit or to surrender such Letter of
Credit.

(c) The occurrence of any of the events referred to in the Uniform
Customs and Practice or in the preceding clauses of this Section 2.3.7
shall not affect or prevent the vesting of any of the Letter of Credit
Issuer's rights or powers hereunder or the Company's obligation to make
reimbursement of amounts paid under any Letter of Credit or any draft
accepted thereunder.

(d) The Company will promptly examine (i) each Letter of Credit (and
any amendments thereof) sent to it by the Letter of Credit Issuer and (ii)
all instruments and documents delivered to it from time to time by the
Letter of Credit Issuer. The Company will notify the Letter of Credit
Issuer of any claim of noncompliance by

-29-

notice actually received within three Banking Days after receipt of any of
the foregoing documents, the Company being conclusively deemed to have
waived any such claim against such Letter of Credit Issuer and its unless
such notice is given. The Letter of Credit Issuer shall have no obligation
or responsibility to send any such Letter of Credit or any such instrument
or document to the Company.

(e) In the event of any conflict between the provisions of this
Agreement and the Uniform Customs and Practice, the provisions of this
Agreement shall govern.

2.3.8. Subrogation. Upon any payment by a Letter of Credit Issuer
-----------
under any Letter of Credit and until the reimbursement of such Letter of
Credit Issuer by the Company with respect to such payment, the Letter of
Credit Issuer shall be entitled to be subrogated to, and to acquire and
retain, the rights which the Person to whom such payment is made may have
against the Company, all for the benefit of the Lenders. The Company will
take such action as the Letter of Credit Issuer may reasonably request,
including requiring the beneficiary of any Letter of Credit to execute such
documents as the Letter of Credit Issuer may reasonably request, to assure
and confirm to the Letter of Credit Issuer such subrogation and such
rights, including the rights, if any, of the beneficiary to whom such
payment is made in accounts receivable, inventory and other properties and
assets of any Obligor.

2.3.9. Modification, Consent, etc. If the Company requests or
--------------------------
consents in writing to any modification or extension of any Letter of
Credit, or waives in writing any failure of any draft, certificate or other
document to comply with the terms of such Letter of Credit, and if the
Letter of Credit Issuer consents thereto, the Letter of Credit Issuer shall
be entitled to rely on such written request, consent or waiver. This
Agreement shall be binding upon the Company with respect to such Letter of
Credit as so modified or extended, and with respect to any action taken or
omitted by such Letter of Credit Issuer pursuant to any such written
request, consent or waiver.

2.4. Application of Proceeds.
-----------------------

2.4.1. Revolving Loan. Subject to Section 2.4.4, the Company will
--------------
apply the proceeds of the Revolving Loan for the acquisition of Towers and
Tower Companies and construction of Towers, working capital and other
lawful corporate purposes of the Company and its Subsidiaries.

2.4.2. Term Loan. The Company will apply the proceeds of the Term
---------
Loan to acquire Towers and Tower Companies and to construct Towers.

2.4.3. Letters of Credit. Letters of Credit shall be issued only to
-----------------
provide credit support for its payment or performance obligations related
to the acquisition of Towers and Tower Companies or construction of Towers
or for such other lawful

-30-

corporate purposes as the Company has requested in writing and to which the
Letter of Credit Issuer agrees.

2.4.4. Specifically Prohibited Applications. The Company will not,
------------------------------------
directly or indirectly, apply any part of the proceeds of any extension of
credit made pursuant to the Credit Documents (a) to purchase or to carry
Margin Stock or (b) to engage in any transaction prohibited by Legal
Requirements applicable to the Lenders or by the Credit Documents.

2.5. Nature of Obligations of Lenders to Make Extensions of Credit. The
-------------------------------------------------------------
Lenders' obligations to extend credit under this Agreement are several and are
not joint or joint and several. If on any Closing Date any Lender shall fail to
perform its obligations under this Agreement, the aggregate amount of
Commitments to make the extensions of credit under this Agreement shall be
reduced by the amount of unborrowed Commitment of the Lender so failing to
perform and the Percentage Interests shall be appropriately adjusted. Lenders
that have not failed to perform their obligations to make the extensions of
credit contemplated by Section 2 may, if any such Lender so desires, assume, in
such proportions as such Lenders may agree, the obligations of any Lender who
has so failed and the Percentage Interests shall be appropriately adjusted. The
failure of any Lender to perform its obligations under this Agreement, including
its obligation to make the extensions of credit contemplated by Section 2, shall
not relieve any other Lender from its obligations under this Agreement,
including its obligation to make the extensions of credit contemplated by
Section 2, or relieve any Lender (including the Lender who failed to perform its
obligation) of its obligations to extend credit contemplated by Section 2 as
part of any subsequent extension of credit. A waiver by the Company or any of
its Subsidiaries of the performance by any Lender of any of its obligations
under the Credit Documents, including its obligation to make any extensions of
credit contemplated by Section 2, shall not constitute a waiver by the Company
or any of its Subsidiaries of any obligations of any other Lender of its
obligations under the Credit Documents, including its obligations to make the
extensions of credit contemplated by Section 2, or relieve the Lender who failed
to fulfill its obligations of its obligations with respect to any subsequent
request for an extension of credit under the Credit Documents.

3. INTEREST; EURODOLLAR PRICING OPTIONS; FEES.
------------------------------------------

3.1 Interest. The Loan shall accrue and bear interest at a rate per annum
--------
which shall at all times equal the Applicable Rate. Prior to any stated or
accelerated maturity of the Loan, the Company will, on each Payment Date, pay
the accrued and unpaid interest on the portion of the Loan which was not subject
to a Eurodollar Pricing Option. On the last day of each Eurodollar Interest
Period or on any earlier termination of any Eurodollar Pricing Option, the
Company will pay the accrued and unpaid interest on the portion of the Loan
which was subject to the Eurodollar Pricing Option which expired or terminated
on such date. In the case of any Eurodollar Interest Period longer than three
months, the Company will also pay the accrued and unpaid interest on the portion
of the Loan subject to the Eurodollar Pricing Option

-31-

having such Eurodollar Interest Period at three-month intervals, the first such
payment to be made on the last Banking Day of the three-month period which
begins on the first day of such Eurodollar Interest Period. On the stated or any
accelerated maturity of the Loan, the Company will pay all accrued and unpaid
interest on the Loan, including any accrued and unpaid interest on any portion
of the Loan which is subject to a Eurodollar Pricing Option. Upon the occurrence
and during the continuance of an Event of Default, the Lenders may require
accrued interest to be payable on demand or at regular intervals more frequent
than each Payment Date. All payments of interest hereunder shall be made to the
Agent for the account of each Lender in accordance with such Lender's Percentage
Interest.

3.2. Eurodollar Pricing Options.
--------------------------

3.2.1. Election of Eurodollar Pricing Options. Subject to all of the
--------------------------------------
terms and conditions hereof and so long as no Default exists, the Company
may from time to time, by irrevocable notice (which notice may be given by
a telephone call received by a Lending Officer if promptly confirmed in
writing) to the Agent actually received by noon (Boston time) not less than
three Banking Days prior to the commencement of the Eurodollar Interest
Period selected in such notice, elect to have such portion of the Loan as
the Company may specify in such notice accrue and bear interest during the
Eurodollar Interest Period so selected at the Applicable Rate computed on
the basis of the Eurodollar Rate. In the event the Company at any time does
not elect a Eurodollar Pricing Option under this Section 3.2.1 for any
portion of the Loan (upon termination of a Eurodollar Pricing Option or
otherwise), then such portion of the Loan will accrue and bear interest at
the Applicable Rate based on the Base Rate. A single Eurodollar Option may
include any portion of the Revolving Loan or Term Loan designated by the
Company in the notice referred to above. No election of a Eurodollar
Pricing Option shall become effective:

(a) if, prior to the commencement of any such Eurodollar Interest
Period, the Agent determines and notifies the Company (which notice may be
given by a telephone call received by a Lending Officer if promptly
confirmed in writing) that (i) the electing or granting of the Eurodollar
Pricing Option in question would violate a Legal Requirement, (ii)
Eurodollar deposits in an amount comparable to the principal amount of the
Loan as to which such Eurodollar Pricing Option has been elected and which
have a term corresponding to the proposed Eurodollar Interest Period are
not readily available in the inter-bank Eurodollar market, or (iii) by
reason of circumstances affecting the inter-bank Eurodollar market,
adequate and reasonable methods do not exist for ascertaining the interest
rate applicable to such deposits for the proposed Eurodollar Interest
Period; or

(b) if the Required Lenders shall have advised the Agent by
telephone or otherwise at or prior to noon (Boston time) on the second
Banking Day prior to the commencement of such proposed Eurodollar Interest
Period (and shall have

-32-

subsequently confirmed in writing) that, after reasonable efforts to
determine the availability of such Eurodollar deposits, the Required
Lenders reasonably anticipate that Eurodollar deposits in an amount equal
to the Percentage Interest of the Required Lenders in the portion of the
Loan as to which such Eurodollar Pricing Option has been elected and which
have a term corresponding to the Eurodollar Interest Period in question
will not be offered in the Eurodollar market to the Required Lenders at a
rate of interest that does not exceed the anticipated Eurodollar Basic Rate
and the Agent shall have notified the Company thereof (which notice may be
given by a telephone call received by a Financial Officer if promptly
confirmed in writing).

3.2.2. Notice to Lenders and Company. The Agent will promptly inform
-----------------------------
each Lender (by telephone or otherwise) of each notice received by it from
the Company pursuant to Section 3.2.1 and of the Eurodollar Interest Period
specified in such notice. Upon determination by the Agent of the Eurodollar
Rate for such Eurodollar Interest Period or in the event such election
shall not become effective, the Agent will promptly notify the Company and
each Lender (by telephone or otherwise) of the Eurodollar Rate so
determined or why such election did not become effective, as the case may
be.

3.2.3. Selection of Eurodollar Interest Periods. Eurodollar Interest
----------------------------------------
Periods shall be selected so that:

(a) the minimum portion of the Loan subject to any Eurodollar
Pricing Option shall be $500,000 and an integral multiple of $100,000;

(b) no more than 12 Eurodollar Pricing Options shall be outstanding
at any one time;

(c) a portion of the Term Loan equal to or greater than the amount
of the next mandatory prepayment required by Section 4.2 shall not be
subject to a Eurodollar Pricing Option on the date such mandatory
prepayment is required to be made; and

(d) no Eurodollar Interest Period shall expire later than the Final
Maturity Date.

3.2.4. Additional Interest. If any portion of the Loan subject to a
-------------------
Eurodollar Pricing Option is repaid, or any Eurodollar Pricing Option is
terminated for any reason (including acceleration of maturity), on a date
which is prior to the last Banking Day of the Eurodollar Interest Period
applicable to such Eurodollar Pricing Option, the Company will pay to the
Agent for the account of each Lender in accordance with such Lender's
Percentage Interest, in addition to any amounts of interest otherwise
payable hereunder, an amount equal to the present value (calculated in
accordance with this Section 3.2.4) of interest for the unexpired portion
of such Eurodollar Interest Period on the portion of the Loan so repaid, or
as to which a Eurodollar Pricing Option was so

-33-

terminated, at a per annum rate equal to the excess, if any, of (a) the
rate applicable to such Eurodollar Pricing Option minus (b) the rate of
-----
interest obtainable by the Agent upon the purchase of debt securities
customarily issued by the Treasury of the United States of America which
have a maturity date approximating the last Banking Day of such Eurodollar
Interest Period. The present value of such additional interest shall be
calculated by discounting the amount of such interest for each day in the
unexpired portion of such Eurodollar Interest Period from such day to the
date of such repayment or termination at a per annum interest rate equal to
the interest rate determined pursuant to clause (b) of the preceding
sentence, and by adding all such amounts for all such days during such
period. The determination by the Agent of such amount of interest shall, in
the absence of manifest error, be conclusive. For purposes of this Section
3.2.4, if any portion of the Loan which was to have been subject to a
Eurodollar Pricing Option is not outstanding on the first day of the
Eurodollar Interest Period applicable to such Eurodollar Pricing Option
other than for reasons described in Section 3.2.1 or the failure of one or
more Lenders to fulfill their obligations hereunder, the Company shall be
deemed to have terminated such Eurodollar Pricing Option.

3.2.5. Violation of Legal Requirements. If any Legal Requirement
-------------------------------
shall prevent any Lender from funding or maintaining through the purchase
of deposits in the interbank Eurodollar market any portion of the Loan
subject to a Eurodollar Pricing Option or otherwise from giving effect to
such Lender's obligations as contemplated by Section 3.2, (a) the Agent may
by notice to the Company terminate all of the affected Eurodollar Pricing
Options, (b) the portion of the Loan subject to such terminated Eurodollar
Pricing Options shall immediately bear interest thereafter at the
Applicable Rate computed on the basis of the Base Rate and (c) the Company
shall make any payment required by Section 3.2.4.

3.2.6. Funding Procedure. The Lenders may fund any portion of the
-----------------
Loan subject to a Eurodollar Pricing Option out of any funds available to
the Lenders. Regardless of the source of the funds actually used by any of
the Lenders to fund any portion of the Loan subject to a Eurodollar Pricing
Option, however, all amounts payable hereunder, including the interest rate
applicable to any such portion of the Loan and the amounts payable under
Sections 3.2.4 and 3.5, shall be computed as if each Lender had actually
funded such Lender's Percentage Interest in such portion of the Loan
through the purchase of deposits in such amount of the type by which the
Eurodollar Basic Rate was determined with a maturity the same as the
applicable Eurodollar Interest Period relating thereto and through the
transfer of such deposits from an office of the Lender having the same
location as the applicable Eurodollar Office to one of such Lender's
offices in the United States of America.

3.3. Commitment Fees.
---------------

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3.3.1. Revolving Loan. In consideration of the Lenders' commitments
--------------
to make the extensions of credit provided for in Section 2.1, while such
commitments are outstanding, the Company will pay to the Agent for the
account of the Lenders in accordance with the Lenders' respective
Commitments in the Revolving Loan, on each Payment Date and on the Final
Maturity Date, an amount equal to interest computed at the Commitment Fee
Rate on the amount by which (a) the average daily Maximum Amount of
Revolving Credit during the three-month period or portion thereof ending on
such Payment Date exceeded (b) the average daily Revolving Loan during such
period or portion thereof; provided, however, that the first such payment
-------- -------
shall be for the period beginning on the Initial Closing Date and ending on
the first Payment Date.

3.3.2. Term Loan. In consideration of the Lenders' commitments to
---------
make the extensions of credit provided for in Section 2.2, while such
commitments are outstanding, the Company will pay to the Agent for the
account of the Lenders in accordance with the Lenders' respective
Commitments in the Term Loan, on each Payment Date and on the Final
Maturity Date, an amount equal to interest computed at the Commitment Fee
Rate on the amount by which (a) the average daily Maximum Amount of Term
Credit during the three-month period or portion thereof ending on such
Payment Date exceeded (b) the sum of (i) the average daily Term Loan during
such period or portion thereof plus (ii) the average daily Letter of Credit
----
Exposure during such period or portion thereof; provided, however, that the
-------- -------
first such payment shall be for the period beginning on the Initial Closing
Date and ending on the first Payment Date.

3.4 Letter of Credit Fees. The Company will pay to the Agent for the
---------------------
account of each of the Lenders, in accordance with the Lenders' respective
Percentage Interests, on each Payment Date, a Letter of Credit fee equal to
interest at a rate per annum equal to the Applicable Margin indicated for the
Eurodollar Rate on the average daily Letter of Credit Exposure during the three-
month period or portion thereof ending on such Payment Date. The Company will
pay to the Letter of Credit Issuer customary service charges and expenses for
its services in connection with the Letters of Credit at the times and in the
amounts from time to time in effect in accordance with its general rate
structure, including fees and expenses relating to issuance, amendment,
negotiation, cancellation and similar operations.

3.5 Changes in Circumstances; Yield Protection.
------------------------------------------

3.5.1. Reserve Requirements, etc. If any Legal Requirement shall (a)
-------------------------
impose, modify, increase or deem applicable any insurance assessment,
reserve, special deposit or similar requirement against any Funding
Liability or the Letters of Credit, (b) impose, modify, increase or deem
applicable any other requirement or condition with respect to any Funding
Liability or the Letters of Credit, or (c) change the basis of taxation of
Funding Liabilities or payments in respect of any Letter of Credit (other
than changes in the rate of taxes measured by the overall net income of
such Lender)

-35-

and the effect of any of the foregoing shall be to increase the cost to any
Lender of issuing, making, funding or maintaining its respective Percentage
Interest in any portion of the Loan subject to a Eurodollar Pricing Option
or any Letter of Credit, to reduce the amounts received or receivable by
such Lender under this Agreement or to require such Lender to make any
payment or forego any amounts otherwise payable to such Lender under this
Agreement (other than any Tax or any reserves that are included in
computing the Eurodollar Reserve Rate), then such Lender may claim
compensation from the Company under Section 3.5.5.

3.5.2. Taxes. All payments of the Credit Obligations shall be made
-----
without set-off or counterclaim and free and clear of any deductions,
including deductions for Taxes, unless the Company is required by law to
make such deductions. If (a) any Lender shall be subject to any Tax with
respect to any payment of the Credit Obligations or its obligations
hereunder or (b) the Company shall be required to withhold or deduct any
Tax on any payment on the Credit Obligations, then such Lender may claim
compensation from the Company under Section 3.5.5 to the extent such Lender
is then in compliance with any applicable requirements of Section 13.
Whenever Taxes must be withheld by the Company with respect to any payments
of the Credit Obligations, the Company shall promptly furnish to the Agent
for the account of the applicable Lender official receipts (to the extent
that the relevant governmental authority delivers such receipts) evidencing
payment of any such Taxes so withheld. If the Company fails to pay any such
Taxes when due or fails to remit to the Agent for the account of the
applicable Lender the required receipts evidencing payment of any such
Taxes so withheld or deducted, following a written request from the Agent
with respect thereto, the Company shall indemnify the affected Lender for
any incremental Taxes and interest or penalties that may become payable by
such Lender as a result of any such failure. In the event any Lender
receives a refund of any Taxes for which it has received payment from the
Company under this Section 3.5.2, such Lender shall promptly pay the amount
of such refund to the Company, together with any interest thereon actually
earned by such Lender.

3.5.3. Capital Adequacy. If any Lender shall determine that
----------------
compliance by such Lender with any Legal Requirement regarding capital
adequacy of banks or bank holding companies has or would have the effect of
reducing the rate of return on the capital of such Lender and its
Affiliates as a consequence of such Lender's commitment to make the
extensions of credit contemplated hereby, or such Lender's maintenance of
the extensions of credit contemplated hereby, to a level below that which
such Lender could have achieved but for such compliance (taking into
consideration the policies of such Lender and its Affiliates with respect
to capital adequacy immediately before such compliance and assuming that
the capital of such Lender and its Affiliates was fully utilized prior to
such compliance) by an amount deemed by such Lender to be material, then
such Lender may claim compensation from the Company under Section 3.5.5.

-36-

3.5.4. Regulatory Changes. If any Lender shall determine that (a) any
------------------
change in any Legal Requirement (including any new Legal Requirement) after
the date hereof shall directly or indirectly (i) reduce the amount of any
sum received or receivable by such Lender with respect to the Loan or the
Letters of Credit or the return to be earned by such Lender on the Loan or
the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate
of such Lender that is attributable to the making or maintaining of, or
such Lender's commitment to make, its portion of the Loan or the Letters of
Credit, or (iii) require such Lender or any Affiliate of such Lender to
make any payment on, or calculated by reference to, the gross amount of any
amount received by such Lender under any Credit Document (other than Taxes
or income or franchise taxes), and (b) such reduction, increased cost or
payment shall not be fully compensated for by an adjustment in the
Applicable Rate or the Letter of Credit fees, then such Lender may claim
compensation from the Company under Section 3.5.5.

3.5.5. Compensation Claims. Within 30 days after the receipt by the
-------------------
Company of a certificate from any Lender setting forth why it is claiming
compensation under this Section 3.5 and computations (in reasonable detail)
of the amount thereof, the Company shall pay to such Lender such additional
amounts as such Lender sets forth in such certificate as sufficient fully
to compensate it on account of the foregoing provisions of this Section
3.5, together with interest on such amount from the 15th day after receipt
of such certificate until payment in full thereof at the Overdue
Reimbursement Rate. The determination by such Lender of the amount to be
paid to it and the basis for computation thereof hereunder shall be
conclusive so long as (a) such determination is made in good faith, (b) no
manifest error appears therein and (c) the Lender uses reasonable averaging
and attribution methods. The Company shall be entitled to replace any such
Lender in accordance with Section 11.3. Notwithstanding any provision to
the contrary contained in any Credit Document, no Lender shall be entitled
to compensation hereunder in the event any reduction, increased costs,
payment or the like which serves as the basis for a claim hereunder is
fully compensated for by an adjustment in the Applicable Rate or the Letter
of Credit fees.

3.5.6. Mitigation. Each Lender shall take such commercially
----------
reasonable steps as it may determine are not disadvantageous to it,
including changing lending offices to the extent feasible, in order to
reduce amounts otherwise payable by the Company to such Lender pursuant to
Sections 3.2.4 and 3.5 or to make Eurodollar Pricing Options available
under Sections 3.2.1 and 3.2.5. In addition, the Company shall not be
responsible for costs (a) under Section 3.5 arising more than 90 days prior
to receipt by the Company of the certificate from the affected Lender
pursuant to such Section 3.5 or (b) under Section 3.2.4 arising from the
termination of Eurodollar Pricing Options more than 90 days prior to the
demand by the Agent for payment under Section 3.2.4.

3.6. Computations of Interest and Fees. For purposes of this Agreement,
---------------------------------
interest, commitment fees and Letter of Credit fees (and any other amount
expressed as interest or such

-37-

fees) shall be computed on the basis of a 365-day year for actual days elapsed;
provided, however, that interest based on the Eurodollar Rate shall be computed
-------- -------
on the basis of a 360-day year for actual days elapsed. If any payment required
by this Agreement becomes due on any day that is not a Banking Day, such payment
shall, except as otherwise provided in the Eurodollar Interest Period, be made
on the next succeeding Banking Day. If the due date for any payment of principal
is extended as a result of the immediately preceding sentence, interest shall be
payable for the time during which payment is extended at the Applicable Rate.

4. PAYMENT.
-------

4.1. Payment at Maturity. On the Final Maturity Date or any accelerated
-------------------
maturity of the Loan, the Company will pay to the Agent an amount equal to the
Loan then due, together with all accrued and unpaid interest and fees with
respect thereto and all other Credit Obligations then outstanding.

4.2. Scheduled Required Prepayments. On each Payment Date set forth below,
------------------------------
the Company will pay to the Agent as a prepayment of the Term Loan the lesser of
(a) the sum of (i) an amount equal to the percentage indicated in the table
below of the Term Loan outstanding at the opening of business on September 30,
1999 plus (ii) the Letter of Credit Amortization Amount as of such Payment Date
----
and (b) the amount of the Term Loan then outstanding.

Payment Date Percentage
------------ ----------

September 30, 1999 5%
December 31, 1999 5%
March 31, 2000 4%
June 30, 2000 4%
September 30, 2000 4%
December 31, 2000 4%
March 31, 2001 4%
June 30, 2001 4%
September 30, 2001 4%
December 31, 2001 4%
March 31, 2002 5%
June 30, 2002 5%
September 30, 2002 5%
December 31, 2002 5%
March 31, 2003 5%
June 30, 2003 5%
September 30, 2003 5%
December 31, 2003 5%
March 31, 2004 9%
Final Maturity Date 9%

-38-

For purposes of calculating the scheduled required prepayments of the Term
Loan under this Section 4.2, any amount added to the Term Loan after September
30, 1999 on account of payments made by the Letter of Credit Issuer under
Letters of Credit shall be amortized over the then-remaining installments
indicated in the table above in the same relative proportions as the then-
remaining percentage installments indicated in such table. The "Letter of
---------
Credit Amortization Amount" on any Payment Date means the sum of the Letter of
--------------------------
Credit reimbursement installments due on such Payment Date determined as
provided above.

4.3. Contingent Required Prepayments.
-------------------------------

4.3.1. Excess Credit Exposure. If at any time the Revolving Loan
----------------------
exceeds the limits set forth in Section 2.1, the Company shall within one
Banking Day pay the amount of such excess to the Agent as a prepayment of
the Revolving Loan. If at any time the Letter of Credit Exposure exceeds
the limits set forth in Section 2.3, the Company shall within one Banking
Day pay the amount of such excess to the Agent to be applied as provided in
Section 4.5.

4.3.2. Excess Cash Flow. Within 120 days after the end of each fiscal
----------------
year of the Company, commencing on the date 120 days after the end of the
fiscal year ending December 31, 1999, the Company shall pay to the Agent as
a prepayment of the Term Loan, to be applied as provided in Section 4.6.2
in an amount equal to the lesser of (a) 50% of Consolidated Excess Cash
Flow for its then most recently completed fiscal year or (b) the amount of
the Term Loan.

4.3.3. Net Asset Sale Proceeds. Within five days prior to the sale or
-----------------------
other disposition of any assets by the Company or its Subsidiaries that
would result in Net Asset Sale Proceeds, the Company shall provide written
notice to the Lenders of the anticipated closing date for such asset sale
or disposition and the amount of such Net Asset Sale Proceeds. Upon receipt
of Net Asset Sale Proceeds by any Obligor, the Company shall within one
Banking Day pay to the Agent as a prepayment of the Term Loan to be applied
as provided in Section 4.6.2 the lesser of (a) the amount of such Net Asset
Sale Proceeds or (b) the amount of the Term Loan.

4.3.4. Net Debt Proceeds. Within five days prior to the incurrence of
-----------------
Designated Financing Debt by any Obligor, the Company shall provide written
notice to the Lenders of the anticipated closing date for such Designated
Financing Debt and the amount of the Net Debt Proceeds. Within one Banking
Day after the incurrence of Designated Financing Debt, the Company shall
pay to the Agent as a prepayment of the Term Loan to be applied as provided
in Section 4.6.2 the lesser of (a) the amount of such Net Debt Proceeds or
(b) the amount of the Term Loan.

-39-

4.3.5. Net Equity Proceeds. Within five days prior to the
-------------------
consummation of any Equity Transaction that would result in Net Equity
Proceeds, the Company shall provide written notice to the Lenders of the
anticipated closing date for such Equity Transaction and the amount of the
Net Equity Proceeds. Within one Banking Day after the receipt of Net Equity
Proceeds by any Obligor, the Company shall pay to the Agent as a prepayment
of the Term Loan to be applied as provided in Section 4.6.2 the lesser of
(a) the amount of such Net Equity Proceeds or (b) the amount of the Term
Loan.

4.4. Voluntary Prepayments. In addition to the prepayments required by
---------------------
Sections 4.2 and 4.3, the Company may from time to time prepay all or any
portion of the Loan (in a minimum amount of $100,000 and an integral multiple of
$10,000, or such lesser amount as is then outstanding), without premium or
penalty of any type (except as provided in Section 3.2.4 with respect to the
early termination of Eurodollar Pricing Options). The Company shall give the
Agent at least one Banking Day prior notice of its intention to prepay the
Revolving Loan under this Section 4.4, specifying the date of payment and the
total amount of the Revolving Loan to be paid on such date. The Company shall
give the Agent at least three Banking Day's prior notice of its intention to
prepay the Term Loan under this Section 4.4, specifying the date of payment, the
total amount of the Term Loan to be paid on such date and the amount of interest
to be paid with such prepayment.

4.5. Letters of Credit. If on the Final Maturity Date or any accelerated
-----------------
maturity of the Credit Obligations the Lenders shall be obligated in respect of
a Letter of Credit or a draft accepted under a Letter of Credit, the Company
will either:

(a) prepay such obligation by depositing cash with the Agent, or

(b) deliver to the Agent a standby letter of credit (designating
the Agent as beneficiary and issued by a bank and on terms
reasonably acceptable to the Agent),

in each case in an amount equal to the portion of the then Letter of Credit
Exposure issued for the account of the Company. Any such cash so deposited and
the cash proceeds of any draw under any standby Letter of Credit so furnished,
including any interest thereon, shall be returned by the Agent to the Company
only when, and to the extent that, the amount of such cash held by the Agent
exceeds the Letter of Credit Exposure at such time and no Default then exists;
provided, however, that if an Event of Default occurs and the Credit Obligations
-------- -------
become or are declared immediately due and payable, the Agent may apply such
cash, including any interest thereon, to the payment of any of the Credit
Obligations as provided in section 3.5.6 of the Guarantee and Security
Agreement.

4.6 Reborrowing; Application of Payments, etc.
------------------------------------------

-40-

4.6.1. Reborrowing. The amounts of the Revolving Loan prepaid
-----------
pursuant to Section 4.4 may be reborrowed from time to time prior to the
Final Maturity Date in accordance with Section 2.1, subject to the limits
set forth therein. No portion of the Term Loan prepaid hereunder may be
reborrowed.

4.6.2. Order of Application. Prepayments of the Term Loan made
--------------------
pursuant to Sections 4.3.2, 4.3.3, 4.3.4, 4.3.5 or 4.4 shall be applied
first to the principal amount of the Term Note which is due on the Final
Maturity Date and then to the installments required to be made on the Term
Loan pursuant to Section 4.2 in the inverse order of the maturity thereof
so that no partial prepayment of the Term Loan shall affect the obligation
of the Company to make the prepayments required by Section 4.2. Subject to
the foregoing, any prepayment of the Revolving Loan or Term Loan, as the
case may be, shall be applied first to the portion of the Revolving Loan or
Term Loan, as the case may be, not then subject to Eurodollar Pricing
Options, then the balance of any such prepayment shall be applied to the
portion of the Revolving Loan or Term Loan, as the case may be, then
subject to Eurodollar Pricing Options, in chronological order of the
respective maturities thereof (or as the Company may otherwise specify in
writing), together with any payments required by Section 3.2.4.

4.6.3. Payment with Accrued Interest, etc. Upon all prepayments of
----------------------------------
the Term Loan, the Company shall pay to the Agent the principal amount to
be prepaid, together with unpaid interest in respect thereof accrued to the
date of prepayment. Notice of prepayment having been given in accordance
with Section 4.4, and whether or not notice is given of prepayments
pursuant to Sections 4.2 and 4.3, the amount specified to be prepaid shall
become due and payable on the date specified for prepayment.

4.6.4. Payments for Lenders. All payments of principal hereunder
--------------------
shall be made to the Agent for the account of the Lenders in accordance
with the Lenders' respective Percentage Interests.

5. CONDITIONS TO EXTENDING CREDIT.
------------------------------

5.1. Conditions on Initial Closing Date. The obligations of the Lenders to
----------------------------------
make any extension of credit pursuant to Section 2 shall be subject to the
satisfaction, on or before the Initial Closing Date, of the conditions set forth
in this Section 5.1 as well as the further conditions in Section 5.2. If the
conditions set forth in this Section 5.1 are not met on or prior to the Initial
Closing Date, the Lenders shall have no obligation to make any extensions of
credit hereunder.

5.1.1. Notes. The Company shall have duly executed and delivered to
-----
the Agent a Revolving Note and a Term Note for each Lender having a
Commitment with respect thereto.

-41-

5.1.2. Payment of Fees. The Company shall have paid to the Agent and
---------------
to the Syndication Agent the fees contemplated by separate agreements
between the Company and each of the Agent and the Syndication Agent, dated
on or prior to the date hereof.

5.1.3. Legal Opinions. On the Initial Closing Date, the Lenders shall
--------------
have received from the following counsel their respective opinions with
respect to the transactions contemplated by the Credit Documents, which
opinions shall be in form and substance reasonably satisfactory to the
Required Lenders:

(a) Gunster, Yoakley, Xxxxxx-Xxxxx & Xxxxxxx, P.A., special counsel
for the Company and its Subsidiaries.

(b) Ropes & Xxxx, special counsel for the Agent.

The Company authorizes and directs its special counsel to furnish the
foregoing opinions.

5.1.4. Guarantee and Security Agreement. Each of the Company and the
--------------------------------
Guarantors shall have duly authorized, executed and delivered to the Agent
a Guarantee and Security Agreement in substantially the form of Exhibit
5.1.4 (the "Guarantee and Security Agreement"), as well as the patent and
--------------------------------
trademark security agreements and copyright security agreements
contemplated therein.

5.1.5. Perfection of Security. Each Obligor shall have duly
----------------------
authorized, executed, acknowledged, delivered, filed, registered and
recorded such security agreements, notices, financing statements and other
instruments as the Agent may have reasonably requested in order to perfect
the Liens purported or required pursuant to the Credit Documents to be
created in the Credit Security and shall have paid all filing or recording
fees or taxes required to be paid in connection therewith, including any
recording, mortgage, documentary, transfer or intangible taxes.

5.1.6. Subordination Agreement. Each holder of Series A Preferred
-----------------------
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock shall be bound by, and the holders of at least two thirds
of such Preferred Stock then outstanding shall have duly authorized,
executed and delivered to the Agent, a Subordination Agreement in
substantially the form of Exhibit 5.1.6 (the "Subordination Agreement").
------------- ----------

5.1.7. Solvency. After giving effect to the incurrence of the Credit
--------
Obligations, the Company and its Subsidiaries, taken as a whole:

(a) will be solvent;

-42-

(b) will have assets having a fair saleable value in excess of the
amount required to pay their probable liability on their existing debts as
such debts become absolute and mature;

(d) will have the ability to pay their debts from time to time
incurred as such debts mature.

The Company shall have furnished to the Lenders a certificate of a
Financial Officer to such effect, together with calculations of the
Computation Covenants as of June 30, 1997, in each case giving pro forma
effect to the incurrence of the Credit Obligations.

5.1.8. Proper Proceedings. This Agreement, each other Credit Document
------------------
and the transactions contemplated hereby and thereby shall have been
authorized by all necessary corporate or other proceedings. All necessary
consents, approvals and authorizations of any governmental or
administrative agency or any other Person of any of the transactions
contemplated hereby or by any other Credit Document shall have been
obtained and shall be in full force and effect.

5.1.9. General. All legal and corporate proceedings in connection
-------
with the transactions contemplated by this Agreement shall be reasonably
satisfactory in form and substance to the Agent and the Agent shall have
received copies of all documents, including certified copies of the Charter
and By-Laws of the Company and the other Obligors, records of corporate
proceedings, certificates as to signatures and incumbency of officers and
opinions of counsel, which the Agent may have reasonably requested in
connection therewith, such documents where appropriate to be certified by
proper corporate or governmental authorities.

5.2. Conditions to Each Extension of Credit. The obligations of the
--------------------------------------
Lenders to make any extension of credit pursuant to Section 2 shall be subject
to the satisfaction, on or before the Closing Date for such extension of credit,
of the following conditions:

5.2.1. Officer's Certificate. The representations and warranties
---------------------
contained in Section 7 shall be true and correct on and as of such Closing
Date with the same force and effect as though made on and as of such date
(except as to any representation or warranty which refers to a specific
earlier date); no Default shall exist on such Closing Date prior to or
immediately after giving effect to the requested extension of credit;
except as otherwise disclosed in writing to the Lenders prior to the date
hereof, no Material Adverse Change shall have occurred since December 31,
1996; and the Company shall have furnished to the Agent in connection with
the requested extension

-43-

of credit a certificate to these effects, in substantially the form of
Exhibit 5.2.1, signed by a Financial Officer.

5.2.2. Legality, etc. The making of the requested extension of credit
-------------
shall not (a) subject any Lender to any penalty or special tax (other than
a Tax for which the Company is required to reimburse the Lenders under
Section 3.5), (b) be prohibited by any Legal Requirement or (c) violate any
credit restraint program of the executive branch of the government of the
United States of America, the Board of Governors of the Federal Reserve
System or any other governmental or administrative agency so long as any
Lender reasonably believes that compliance therewith is customary
commercial practice.

6. GENERAL COVENANTS. Each of the Company and the Guarantors covenants that,
-----------------
until all of the Credit Obligations shall have been paid in full and until the
Lenders' commitments to extend credit under this Agreement and any other Credit
Document shall have been irrevocably terminated, the Company and its
Subsidiaries will comply with the following provisions:

6.1 Taxes and Other Charges; Accounts Payable.
-----------------------------------------

6.1.1. Taxes and Other Charges. Each of the Company and its
-----------------------
Subsidiaries shall duly pay and discharge, or cause to be paid and
discharged, before the same becomes in arrears, all taxes, assessments and
other governmental charges imposed upon such Person and its properties,
sales or activities, or upon the income or profits therefrom, as well as
all claims for labor, materials or supplies which if unpaid might by law
become a Lien upon any of its property; provided, however, that any such
-------- -------
tax, assessment, charge or claim need not be paid if the validity or amount
thereof shall at the time be contested in good faith by appropriate
proceedings and if such Person shall, in accordance with GAAP, have set
aside on its books adequate reserves with respect thereto; and provided,
--------
further, that each of the Company and its Subsidiaries shall pay or bond,
-------
or cause to be paid or bonded, all such taxes, assessments, charges or
other governmental claims immediately upon the commencement of proceedings
to foreclose any Lien which may have attached as security therefor (except
to the extent such proceedings have been dismissed or stayed).

6.1.2. Accounts Payable. Each of the Company and its Subsidiaries
----------------
shall promptly pay when due, or in conformity with customary trade terms,
all accounts payable incident to the operations of such Person not referred
to in Section 6.1.1; provided, however, that any such accounts payable need
-------- -------
not be paid if the validity or amount thereof shall at the time be
contested in good faith and if such Person shall, in accordance with GAAP,
have set aside on its books adequate reserves with respect thereto.

-44-

6.2. Conduct of Business, etc.
------------------------

6.2.1. Types of Business. The Company and its Subsidiaries shall
-----------------
engage only in the business of (a) constructing, owning, operating and
acquiring Towers (including rooftop Towers) and Tower Companies, leasing
space on such Towers to tenants, managing the construction of, ownership of
and leasing of space on Towers for third parties, and providing site
administration and development services to wireless telecommunications
carriers and (b) other activities related thereto.

6.2.2. Maintenance of Properties. Each of the Company and its
-------------------------
Subsidiaries:

(a) shall keep its properties in such repair, working order and
condition, and shall from time to time make such repairs, replacements,
additions and improvements thereto, as are necessary for the efficient
operation of its businesses and shall comply at all times in all material
respects with all material franchises, licenses and leases to which it is
party so as to prevent any loss or forfeiture thereof or thereunder, except
where (i) compliance is at the time being contested in good faith by
appropriate proceedings and (ii) failure to comply with the provisions
being contested has not resulted, and does not create a reasonable risk of
resulting, in the aggregate in any Material Adverse Change; and

(b) shall do all things necessary to preserve, renew and keep in
full force and effect and in good standing its legal existence and
authority necessary to continue its business; provided, however, that this
-------- -------
Section 6.2.2(b) shall not prevent the merger, consolidation or liquidation
of Subsidiaries permitted by Section 6.11.

6.2.3. Statutory Compliance. Each of the Company and its Subsidiaries
--------------------
shall comply in all material respects with all valid and applicable
statutes, laws, ordinances, zoning and building codes and other rules and
regulations of the United States of America, of the states and territories
thereof and their counties, municipalities and other subdivisions and of
any foreign country or other jurisdictions applicable to such Person,
except where (a) compliance therewith shall at the time be contested in
good faith by appropriate proceedings and (b) failure so to comply with the
provisions being contested has not resulted, and does not create a
reasonable risk of resulting, in the aggregate in any Material Adverse
Change.

6.2.4. Compliance with Material Agreements. Each of the Company and
-----------------------------------
its Subsidiaries shall comply in all material respects with the Material
Agreements (to the extent not in violation of the other provisions of this
Agreement or any other Credit Document). Without the prior written consent
of the Required Lenders, no Material Agreement shall be amended, modified,
waived or terminated in any manner that would have in any material respect
an adverse effect on the interests of the Lenders under the Credit
Documents.

-45-

6.3. Insurance.
---------

6.3.1. Property Insurance. Each of the Company and its Subsidiaries
------------------
shall keep its assets which are of an insurable character insured by
financially sound and reputable insurers against theft and fraud and
against loss or damage by fire, explosion and hazards insured against by
extended coverage to the extent, in amounts and with deductibles at least
as favorable as those generally maintained by businesses of similar size
engaged in similar activities.

6.3.2. Liability Insurance. Each of the Company and its Subsidiaries
-------------------
shall maintain with financially sound and reputable insurers insurance
against liability for hazards, risks and liability to persons and property
to the extent, in amounts and with deductibles at least as favorable as
those generally maintained by businesses of similar size engaged in similar
activities; provided, however, that it may effect workers' compensation
-------- -------
insurance or similar coverage with respect to operations in any particular
state or other jurisdiction through an insurance fund operated by such
state or jurisdiction or by meeting the self-insurance requirements of such
state or jurisdiction.

6.3.3. Key Executive Life Insurance. The Company shall maintain with
----------------------------
financially sound and reputable insurers life insurance policies on Xxxxxx
X. Xxxxxxxxx and Xxxxxx X. Xxxxxx, XX in an amount of at least $3,000,000
and $2,000,000, respectively, in form reasonably satisfactory to the Agent.

6.3.4. Flood Insurance. To the extent necessary to ensure that the
---------------
Lenders are in compliance with all applicable banking regulations, each of
the Company and its Subsidiaries shall at all times keep each parcel of
real property owned or leased by it which is (a) encumbered by a lien in
favor of the Lenders, (b) in an area determined by the Director of the
Federal Emergency Management Agency to be subject to special flood hazard
and (c) in a community participating in the National Flood Insurance
Program, insured against such special flood hazards in an amount equal to
the lesser of the value of the insurable improvements located upon such
real property or the maximum limit of coverage available for the particular
type of property under the federal National Flood Insurance Act of 1968.

6.4. Financial Statements and Reports. Each of the Company and its
--------------------------------
Subsidiaries shall maintain a system of accounting in which correct entries
shall be made of all transactions in relation to their business and affairs in
accordance with generally accepted accounting practice. The fiscal year of the
Company and its Subsidiaries shall end on December 31 in each year and the
fiscal quarters of the Company and its Subsidiaries shall end on March 31, June
30, September 30 and December 31 in each year.

-46-

6.4.1. Annual Reports. The Company shall furnish to the Lenders as
--------------
soon as available, and in any event within 120 days after the end of each
fiscal year, the Consolidated and Consolidating balance sheets of the
Company and its Subsidiaries as at the end of such fiscal year, the
Consolidated and Consolidating statements of income and Consolidated
statements of changes in shareholders' equity and of cash flows of the
Company and its Subsidiaries for such fiscal year (all in reasonable
detail) and together, in the case of Consolidated financial statements,
with comparative figures for the immediately preceding fiscal year, all
accompanied by:

(a) Reports of Xxxxxx Xxxxxxxx LLP (or, if they cease to be auditors
of the Company and its Subsidiaries, other independent certified public
accountants of recognized national standing reasonably satisfactory to the
Required Lenders), containing no material qualification, to the effect that
they have audited the foregoing Consolidated financial statements in
accordance with GAAP and that such Consolidated financial statements
present fairly, in all material respects, the financial position of the
Company and its Subsidiaries covered thereby at the dates thereof and the
results of their operations for the periods covered thereby in conformity
with GAAP.

(b) The statement of such accountants that they have caused this
Agreement to be reviewed and that in the course of their audit of the
Company and its Subsidiaries no facts have come to their attention that
cause them to believe that any Default exists under Section 6.5 or, if such
is not the case, specifying such Default and the nature thereof. This
statement is furnished by such accountants with the understanding that the
examination of such accountants cannot be relied upon to give such
accountants knowledge of any such Default except as it relates to
accounting or auditing matters within the scope of their audit.

(c) A certificate of the Company signed by a Financial Officer to
the effect that such officer has caused this Agreement to be reviewed and
has no knowledge of any Default, or if such officer has such knowledge,
specifying such Default and the nature thereof, and what action the Company
has taken, is taking or proposes to take with respect thereto.

(d) Computations by the Company comparing the financial statements
referred to above with the most recent budget for such fiscal year
furnished to the Lenders in accordance with Section 6.4.5.

(e) Computations by the Company in substantially the form of Exhibit
6.4 demonstrating, as of the end of such fiscal year, compliance with the
Computation Covenants, certified by a Financial Officer.

-47-

(f) Calculations, as at the end of such fiscal year, of (i) the
Accumulated Benefit Obligations for each Plan (other than Multiemployer
Plans) and (ii) the fair market value of the assets of such Plan allocable
to such benefits.

(g) A schedule, certified by a Financial Officer, showing as of the
end of such fiscal year (i) the location of all Towers, the ownership of
the real property on which each Tower is located, which Towers are capable
of being moved from their present location, and the contribution by each
Tower to Consolidated Tower Revenues as then estimated in good faith by the
Company and (ii) an open bid summary report and a site development backlog
report.

(h) Supplements to Exhibits 7.1 and 7.3 hereof and Exhibit 3.3 to
the Guarantee and Security Agreement showing any changes in the information
set forth in such exhibits not previously furnished to the Lenders in
writing, as well as any changes in the Charter, By-laws or incumbency of
officers of the Obligors from those previously certified to the Agent.

(i) In the event of a change in GAAP after December 31, 1996,
computations by the Company, certified by a Financial Officer, reconciling
the financial statements referred to above with financial statements
prepared in accordance with GAAP as applied to the other covenants in
Section 6 and related definitions.

6.4.2. Quarterly Reports. The Company shall furnish to the Lenders as
-----------------
soon as available and, in any event, within 45 days after the end of each
of the first three fiscal quarters of the Company, the internally prepared
Consolidated balance sheets of the Company and its Subsidiaries as of the
end of such fiscal quarter, the Consolidated statements of income and
Consolidated statements of changes in shareholders' equity and of cash
flows of the Company and its Subsidiaries for such fiscal quarter and for
the portion of the fiscal year then ended (all in reasonable detail) and
together, in the case of Consolidated statements, with comparative figures
for the same period in the preceding fiscal year, all accompanied by:

(a) A certificate of the Company signed by a Financial Officer to
the effect that such Consolidated financial statements have been prepared
in accordance with GAAP and present fairly, in all material respects, the
financial position of the Company and its Subsidiaries covered thereby at
the dates thereof and the results of their operations for the periods
covered thereby, subject only to normal year-end audit adjustments and the
addition of footnotes.

(b) A certificate of the Company signed by a Financial Officer to
the effect that such officer has caused this Agreement to be reviewed and
has no knowledge of any Default, or if such officer has such knowledge,
specifying such Default and the nature

-48-

thereof and what action the Company has taken, is taking or proposes to
take with respect thereto.

(c) Computations by the Company comparing the financial statements
referred to above with the most recent budget for the period covered
thereby furnished to the Lenders in accordance with Section 6.4.5.

(d) Computations by the Company in substantially the form of Exhibit
6.4 demonstrating, as of the end of such quarter, compliance with the
Computation Covenants, certified by a Financial Officer.

(e) A schedule, certified by a Financial Officer, showing as of the
end of such fiscal quarter (i) the location of all Towers, which Towers are
capable of being moved from their present location, the ownership of the
real property on which each Tower is located and the contribution by each
Tower to Consolidated Tower Revenues as then estimated in good faith by the
Company and (ii) an open bid summary report and a site development backlog
report.

(f) Supplements to Exhibits 7.1 and 7.3 hereof and Exhibit 3.3 to
the Guarantee and Security Agreement showing any changes in the information
set forth in such exhibits not previously furnished to the Lenders in
writing, as well as any changes in the Charter, By-laws or incumbency of
officers of the Obligors from those previously certified to the Agent.

6.4.3. Monthly Reports. The Company shall furnish to the Lenders as
---------------
soon as available and, in any event, within 30 days after the end of each
month, the monthly management report of the Company and its Subsidiaries in
the form prepared by the Company's management for its own internal
purposes, which report shall include at least an income statement and
balance sheet for such month.

6.4.4. Tower Acquisition Reports. The Company will deliver to the
-------------------------
Agent 15 Banking Days' (seven Banking Days' if the proposed cost is less
than $2,500,000 for any acquisition or series of related acquisitions)
prior written notice of the proposed acquisition of any new Towers
(including real property sites for Towers) or construction of any new
Towers and the proposed cost and projected revenue thereof (whether or not
the costs of such acquisition or construction are to be funded by the
Company from its own sources or from the proceeds of the Loan). Such notice
shall specify a description and the locations of the new Towers (including
Towers owned by Tower Companies), the name and address of the owner or
lessee, as appropriate, of the real property on which they are located,
and, if the proposed cost exceeds $2,500,000 for any acquisition or series
of related acquisitions, a memorandum summarizing the results of the due
diligence review of such acquisition or series of related acquisitions

-49-

and such other documents or information owned or within the control of the
Company and its Subsidiaries as the Required Lenders may reasonably
require.

6.4.5. Other Reports. The Company shall promptly furnish to the
-------------
Lenders:

(a) As soon as prepared and in any event within 30 days after the
beginning of each fiscal year, an annual budget and operating projections
for such fiscal year of the Company and its Subsidiaries, prepared in a
manner consistent with the manner in which the financial projections
described in Section 7.2.1 were prepared.

(b) Any material updates of such budget and projections.

(d) All budgets, projections, statements of operations and other
reports furnished generally to the shareholders of the Company.

(e) Such registration statements, proxy statements and reports,
including Forms X-0, X-0, X-0, X-0, 10-K, 10-Q and 8-K, as may be filed by
the Company or any of its Subsidiaries with the Securities and Exchange
Commission.

(f) Any 90-day letter or 30-day letter from the federal Internal
Revenue Service (or the equivalent notice received from state or other
taxing authorities) asserting tax deficiencies against the Company or any
of its Subsidiaries.

6.4.6. Notice of Litigation, Defaults, etc. The Company shall
-----------------------------------
promptly furnish to the Lenders notice of any litigation or any
administrative or arbitration proceeding (a) which creates a reasonable
risk of resulting, after giving effect to any applicable insurance, in the
payment by the Company and its Subsidiaries of more than $500,000 or (b)
which results, or creates a reasonable risk of resulting, in a Material
Adverse Change. Promptly upon acquiring knowledge thereof, the Company
shall notify the Lenders of the existence of any Default or Material
Adverse Change, specifying the nature thereof and what action the Company
or any Subsidiary has taken, is taking or proposes to take with respect
thereto.

6.4.7. ERISA Reports. The Company shall furnish to the Lenders as
-------------
soon as available the following items with respect to any Plan:

(a) any request for a waiver of the funding standards or an
extension of the amortization period,

-50-

(b) any reportable event (as defined in section 4043 of ERISA),
unless the notice requirement with respect thereto has been waived by
regulation,

(c) any notice received by any ERISA Group Person that the PBGC has
instituted or intends to institute proceedings to terminate any Plan, or
that any Multiemployer Plan is insolvent or in reorganization,

(d) notice of the possibility of the termination of any Plan by its
administrator pursuant to section 4041 of ERISA, and

(e) notice of the intention of any ERISA Group Person to withdraw,
in whole or in part, from any Multiemployer Plan.

6.4.8. Other Information. From time to time at reasonable intervals
-----------------
(but in no event more often than quarterly, unless an Event of Default has
occurred and is continuing) upon written request of any authorized officer
of any Lender, each of the Company and its Subsidiaries shall furnish to
the Lenders such other information regarding the business, assets,
financial condition, income or prospects of the Company and its
Subsidiaries as such officer may reasonably request, including copies of
all tax returns, licenses, agreements, leases and instruments to which any
of the Company or its Subsidiaries is party. The Lenders' authorized
officers and representatives shall have the right during normal business
hours upon reasonable notice and at reasonable intervals (but in no event
more often than quarterly, unless an Event of Default has occurred and is
continuing) to examine the books and records of the Company and its
Subsidiaries, to make copies and notes therefrom for the purpose of
ascertaining compliance with or obtaining enforcement of this Agreement or
any other Credit Document. The Lenders shall take reasonable steps to
coordinate any such visits to the Company and its Subsidiaries so as to
minimize disruption to the Company's operations.

6.5. Certain Financial Tests.
-----------------------

6.5.1. Consolidated Total Debt to Consolidated Adjusted EBITDA.
-------------------------------------------------------
Consolidated Total Debt shall not on any date set forth in the table below
exceed the percentage set forth in the table below of Consolidated Adjusted
EBITDA for the most recently completed period of four consecutive fiscal
quarters for which financial reports have been (or are required to have
been) furnished to the Lenders in accordance with Section 6.4.1 or 6.4.2.

Period Percentage
------ ----------

Initial Closing Date through March 31, 1998 350%

-51-

April 1, 1998 through June 30, 1999 400%

July 1, 1999 through June 30, 2000 350%

July 1, 2000 through June 30, 2001 300%

July 1, 2001 and thereafter 250%

6.5.2. Consolidated EBITDA to Consolidated Pro Forma Interest
------------------------------------------------------
Expense. As of the last day of each fiscal quarter of the Company during
-------
the periods set forth in the table below, Consolidated EBITDA for the
period of four consecutive fiscal quarters then ending shall exceed the
percentage of Consolidated Pro Forma Interest Expense set forth in the
table below for the period of four consecutive fiscal quarters commencing
immediately after such date.

Period Percentage
------ ----------

Initial Closing Date through June 30, 1998 250%

July 1, 1998 and thereafter 300%

6.5.3 Consolidated Adjusted EBITDA to Consolidated Fixed Charges.
----------------------------------------------------------
For each period of four consecutive fiscal quarters of the Company set
forth in the table below, Consolidated Adjusted EBITDA shall exceed the
percentage of Consolidated Fixed Charges specified in the table below:

Period Percentage
------ ----------

Initial Closing Date through June 30, 1999 120%

July 1, 1999 and thereafter 110%

6.5.4 Consolidated EBITDA. For each period of four consecutive
-------------------
fiscal quarters of the Company, commencing with the year ending December
31, 1997, Consolidated EBITDA shall equal or exceed the amount specified in
the table below.

Period Ending Amount
------------- ------

December 31, 1997 $8,500,000

March 31, 1998 and $8,500,000

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Thereafter plus 85% of Consolidated
Annualized Tower Cash Flow for
Towers acquired on or after
January 1, 1998, calculated for
the most recently completed
fiscal quarter prior to such
acquisition

6.5.5. Third Party Tower Construction Costs. Out-of-pocket costs
------------------------------------
incurred by the Company and its Subsidiaries on behalf of other Persons for
material, prepaid costs and other expenses in connection with Towers
(including real property sites for Towers) owned (or to be owned) by such
other Persons that have not been reimbursed by such other Persons shall not
exceed $1,500,000 in the aggregate at any one time outstanding.

6.5.6. Capital Expenditures. Capital Expenditures budgeted and/or
--------------------
committed by the Company and its Subsidiaries with respect to Towers to be
constructed and owned by (or to be owned by) the Company and its
Subsidiaries shall not exceed $10,000,000 in the aggregate at any one time
outstanding; provided, however, that in no event shall this limitation
-------- -------
apply to Capital Expenditures with respect to repairing, replacing or
maintaining Towers following their completion or which are acquired with
all construction complete. Capital Expenditures shall not exceed (a)
$20,000,000 in the aggregate for the fiscal year ending December 31, 1997
and (b) $25,000,000 in the aggregate for any fiscal year thereafter.

6.5.7. Consolidated Corporate Development Expenses. For any
-------------------------------------------
period of four consecutive fiscal quarters of the Company, Consolidated
Corporate Development Expenses shall not exceed 2% of Consolidated
Revenues.

6.5.8. Senior Management Compensation. Salaries, cash bonuses,
------------------------------
management and consulting fees and other compensation expenses payable by
the Company and its Subsidiaries to Senior Management shall not exceed (a)
$2,250,000 in fiscal year 1997, and (b) in any fiscal year thereafter, 115%
of the maximum amount permitted by this Section 6.5.8 for the then previous
fiscal year.

6.6. Indebtedness. Neither the Company nor any of its Subsidiaries shall
------------
create, incur, assume or otherwise become or remain liable with respect to any
Indebtedness (or become contractually committed to do so), except the following:

6.6.1. Indebtedness in respect of the Credit Obligations.

6.6.2. Guarantees permitted by Section 6.7.

-53-

6.6.3. Current liabilities, other than Financing Debt, incurred in
the ordinary course of business.

6.6.4. To the extent that payment thereof shall not at the time be
required by Section 6.1, Indebtedness in respect of taxes, assessments,
governmental charges and claims for labor, materials and supplies.

6.6.5. Indebtedness secured by Liens of carriers, warehouses,
mechanics and landlords permitted by Sections 6.8.5 and 6.8.6.

6.6.6. Indebtedness in respect of judgments or awards (a) which have
been in force for less than the applicable appeal period or (b) in respect
of which the Company or any Subsidiary shall at the time in good faith be
prosecuting an appeal or proceedings for review and, in the case of each of
clauses (a) and (b), the Company or such Subsidiary shall have taken
appropriate reserves therefor in accordance with GAAP or such liability
shall be covered by insurance and execution of such judgment or award shall
not be levied.

6.6.7. To the extent permitted by Section 6.8.7, Indebtedness in
respect of Capitalized Lease Obligations or secured by purchase money
security interests; provided, however, that the aggregate principal amount
-------- -------
of all Indebtedness under this Section 6.6.7 plus Indebtedness under
Sections 6.6.8(a), 6.6.14 and 6.6.15 at any one time outstanding shall not
exceed $5,000,000.

6.6.8. Unsecured Indebtedness owing to sellers of Towers and Tower
Companies so long as either (a) such Indebtedness is subordinated to the
Credit Obligations on substantially the terms of Exhibit 6.6.8 and the
aggregate principal amount of all Indebtedness under this clause (a) plus
Indebtedness under Sections 6.6.7, 6.6.14 and 6.6.15 at any one time
outstanding shall not exceed $5,000,000 or (b) the aggregate principal
amount of Indebtedness owing to such sellers is covered by Letters of
Credit.

6.6.9. Indebtedness in respect of deferred taxes arising in the
ordinary course of business and deferred insurance expense financed for a
period not to exceed 12 months.

6.6.10. Indebtedness in respect of inter-company loans and advances
among the Company and its Subsidiaries which are not prohibited by Section
6.9.

6.6.11. Unsecured Indebtedness of the Company subordinated to the
prior payment of the Credit Obligations upon customary terms reasonably
satisfactory to the Lenders, including a final maturity date of at least
one year after the Final Maturity Date, covenants less restrictive on the
Company and its Subsidiaries other than the

-54-

covenants contained in this Agreement and customary subordination
provisions; provided, however, that the proceeds of such Indebtedness are
-------- -------
used to fund the acquisition or construction of Towers; and provided
--------
further, that the aggregate principal amount of all Indebtedness permitted
-------
by this Section 6.6.11 at any one time outstanding shall not exceed
$100,000,000.

6.6.12. Unfunded pension liabilities and obligations with respect to
Plans so long as the Company and all other ERISA Group Persons are in
compliance with Section 6.16.

6.6.13. Indebtedness (in addition to the foregoing) outstanding on
the date hereof and described in Exhibit 7.3 and all renewals and
extensions thereof not in excess of the amount thereof outstanding
immediately prior to such renewal or extension.

6.6.14. Indebtedness of Foreign Subsidiaries in an aggregate
principal amount not exceeding $1,000,000 at any one time outstanding in an
equivalent amount of United States Funds; provided, however, that the
-------- -------
aggregate principal amount of all Indebtedness under this Section 6.6.14
plus Indebtedness under Sections 6.6.7, 6.6.8(a) and 6.6.15 at any one time
outstanding shall not exceed $5,000,000.

6.6.15. Indebtedness (other than Financing Debt) in addition to the
foregoing; provided, however, that the aggregate amount of all Indebtedness
-------- -------
under this Section 6.6.15 plus Indebtedness under Sections 6.6.7, 6.6.8(a)
and 6.6.14 at any one time outstanding shall not exceed $5,000,000.

6.7. Guarantees; Letters of Credit. Neither the Company nor any of its
-----------------------------
Subsidiaries shall become or remain liable with respect to any Guarantee,
including reimbursement obligations, whether contingent or matured, under
letters of credit or other financial guarantees by third parties (or become
contractually committed do to so), except the following:

6.7.1. Letters of Credit and Guarantees of the Credit Obligations.

6.7.2. Guarantees by the Company of Indebtedness and other
obligations incurred by its Subsidiaries and permitted by Section 6.6.

6.8. Liens. Neither the Company nor any of its Subsidiaries shall create,
-----
incur or enter into, or suffer to be created or incurred or to exist, any Lien
(or become contractually committed to do so), except the following:

6.8.1. Liens on the Credit Security that secure the Credit
Obligations.

-55-

6.8.2. Liens to secure taxes, assessments and other governmental
charges, to the extent that payment thereof shall not at the time be
required by Section 6.1.

6.8.3. Deposits or pledges made (a) in connection with, or to secure
payment of, workers' compensation, unemployment insurance, old age pensions
or other social security, (b) in connection with casualty insurance
maintained in accordance with Section 6.3, (c) to secure the performance of
bids, tenders, contracts (other than contracts relating to Financing Debt)
or leases, (d) to secure statutory obligations or surety or appeal bonds,
(e) to secure indemnity, performance or other similar bonds or guarantees
in the ordinary course of business or (f) in connection with contested
amounts to the extent that payment thereof shall not at that time be
required by Section 6.1.

6.8.4. Liens in respect of judgments or awards, to the extent that
such judgments or awards are permitted by Section 6.6.6 but only to the
extent that such Liens are junior to the Liens on the Credit Security
granted to secure the Credit Obligations.

6.8.5. Liens of carriers, warehouses, mechanics and similar Liens,
in each case (a) in existence less than 90 days from the date of creation
thereof or (b) being contested in good faith by the Company or any
Subsidiary in appropriate proceedings (so long as the Company or such
Subsidiary shall, in accordance with GAAP, have set aside on its books
adequate reserves with respect thereto).

6.8.6. Encumbrances in the nature of (a) zoning restrictions, (b)
easements and reservations of mineral rights, (c) restrictions of record on
the use of real property, (d) landlords' and lessors' Liens on rented
premises and (e) restrictions on transfers or assignment of leases and (f)
title irregularities, in all such cases that do not in the aggregate
materially detract from the value of the Towers taken as a whole and that
do not result, or create a reasonable risk of resulting, in a Material
Adverse Change.

6.8.7. Liens constituting (a) purchase money security interests
(including mortgages, conditional sales, Capitalized Leases and any other
title retention or deferred purchase devices) in real property, interests
in leases or tangible personal property (other than inventory) existing or
created on the date on which such property is acquired, and (b) the
renewal, extension or refunding of any security interest referred to in the
foregoing clause (a) in an amount not to exceed the amount thereof
remaining unpaid immediately prior to such renewal, extension or refunding;
provided, however, that (i) each such security interest shall attach solely
-------- -------
to the particular item of property so acquired, and the principal amount of
Indebtedness (including Indebtedness in respect of Capitalized Lease
Obligations) secured thereby shall not exceed the cost (including all such
Indebtedness secured thereby, whether or not assumed) of such item of
property; and (ii) the aggregate principal amount of all Indebtedness
secured by

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Liens permitted by this Section 6.8.7 shall not exceed the amount permitted
by Section 6.6.7.

6.8.8. Restrictions under federal and state securities laws on the
transfer of securities.

6.8.9. Liens as in effect on the date hereof described in Exhibit
7.3 and securing Indebtedness permitted by Section 6.6.13.

6.9 Investments and Acquisitions. Neither the Company nor any of its
----------------------------
Subsidiaries shall have outstanding, acquire or hold any Investment (including
any Investment consisting of the acquisition of any business) (or become
contractually committed to do so), except the following:

6.9.1. Investments of the Company and its Subsidiaries in (a) Wholly
Owned Subsidiaries which are Guarantors as of the date hereof and (b)
Persons that have become Wholly Owned Subsidiaries and Guarantors after the
date hereof in accordance with Section 6.9.5; provided, however, that (i)
-------- -------
no such Investment shall involve the transfer by the Company of any
material assets other than cash and (ii) Investments in Foreign
Subsidiaries are subject to Section 6.9.6.

6.9.2. Intercompany loans and advances from any Wholly Owned
Subsidiary to the Company but in each case only to the extent reasonably
necessary for Consolidated tax planning and working capital management;
provided, however, that loans and advances from a Foreign Subsidiary to the
-------- -------
Company or a Domestic Subsidiary must be subordinated to the Credit
Obligations pursuant to a subordination agreement in substantially the same
form as the Subordination Agreement provided for in Section 5.1.6.

6.9.3. Investments in Cash Equivalents.

6.9.4. Guarantees permitted by Section 6.7.

6.9.5. So long as immediately before and after giving effect thereto
no Default exists, Investments of the Company and its Wholly Owned
Subsidiaries consisting of the acquisition of Towers and at least 80% of
the equity of Tower Companies; provided, however, that:
-------- -------

(a) at least 15 Banking Days (seven Banking Days in the case of
acquisitions or series of related acquisitions with a cost to the Company
and its Subsidiaries less than $2,500,000) prior to any such acquisition,
the Lenders shall receive computations provided by a Financial Officer
demonstrating pro forma compliance with the Computation Covenants after
giving effect to such acquisition and, in the case of any

-57-

acquisition (or series of related acquisitions) involving consideration
exceeding $2,500,000 by the Company and its Subsidiaries, the materials
required by Section 6.4.4,

(b) the Company shall take all necessary action to cause any such
newly acquired Tower Company to become a Guarantor and to perfect the
Lenders' security interests in the newly acquired Towers and Designated
Real Properties to the extent necessary to comply with Section 6.20.3,

(c) no more than 25% of the revenues anticipated to be derived from
such acquired Towers or Tower Companies shall derive from PCS C-Block
Providers, and

(d) in the case of any acquisition (or series of related
acquisitions) involving consideration exceeding $6,000,000 by the Company
and its Subsidiaries, the Lenders holding at least a majority of the
Percentage Interests shall have provided their prior written consent.

6.9.6. Investments by the Company and its Subsidiaries to fund
operating losses with respect to international operations or to acquire
assets in international markets; provided, however, that the aggregate
-------- -------
amount of all such Investments may not exceed $2,500,000 in the equivalent
amount of United States Funds at any one time outstanding.

6.9.7. $3,500,000 loan from the Company to Xxxxxx X. Xxxxxxxxx
evidenced by a note dated March 8, 1997.

6.9.8. So long as immediately before and after giving effect
thereto no Default exists, the Company and its Subsidiaries may consummate
the CSSI Acquisition.

6.1 Distributions. Neither the Company nor any of its Subsidiaries shall
-------------
make any Distribution (or become contractually committed to do so), except the
following:

6.10.1. So long as immediately before and after giving effect
thereto no Default exists, Subsidiaries of the Company may make
Distributions to the Company or any Wholly Owned Subsidiary of the Company
and the Company and its Subsidiaries may make Investments permitted by
Sections 6.9.1 and 6.9.2.

6.10.2. So long as immediately before and after giving effect
thereto no Default exists, and so long as immediately after giving effect
thereto the Company and its Subsidiaries are in pro forma compliance with
the Computation Covenants, the Company may redeem outstanding shares of its
Series A, Series B, Series C and Series D Preferred Stock after the fifth
anniversary of the date of the initial closing of the private placement of
Series A Preferred Stock pursuant to the Offering Memorandum;

-58-

provided, however, that during any single fiscal year (a) any such
-------- -------
redemption by the Company shall occur after the date upon which the Company
makes any prepayment to the Lenders pursuant to Section 4.3.2 (Excess Cash
Flow); and (b) all such redemptions made during such fiscal year shall be
in an aggregate amount no greater than the amount of any prepayment
pursuant to Section 4.3.2 (Excess Cash Flow) made to the Lenders in such
fiscal years; and provided, further, that the number of shares redeemed
-------- -------
pursuant to this Section 6.10.2 during any such fiscal year shall not
exceed 25% of the shares outstanding on March 31, 2002.

6.10.3. So long as immediately before and after giving effect
thereto no Default exists, the Company may redeem outstanding shares of its
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock after December 31, 1999 from the
proceeds of a public offering of the Company's Common Stock raising gross
proceeds of at least $20,000,000.

6.10.4. To the extent permitted by the applicable subordination
terms, the Company may make regularly scheduled, mandatory payments of
interest on and principal of the subordinated Indebtedness permitted by
Sections 6.6.8 and 6.6.11.

6.10.5. So long as immediately before and after giving effect
thereto no Default exists, the Company may make Distributions up to
$500,000 per year to repurchase Company stock and options to acquire such
stock owned by employees whose employment with the Company and its
Subsidiaries has then terminated.

6.11. Asset Dispositions and Mergers. Neither the Company nor any of its
------------------------------
Subsidiaries shall merge or enter into a consolidation or sell, lease, exchange,
sell and lease back, sublease or otherwise dispose of any of its assets (or
become contractually committed to do so), except the following:

6.11.1. The Company and any of its Subsidiaries may sell or
otherwise dispose of (a) inventory and Cash Equivalents in the ordinary
course of business and (b) tangible assets to be replaced in the ordinary
course of business within 12 months by other tangible assets of equal or
greater value or (c) tangible assets (other than Towers) that are no longer
used or useful in the business of the Company or such Subsidiary.

6.11.2. Any Wholly Owned Subsidiary of the Company may merge or be
liquidated into the Company or any other Wholly Owned Subsidiary of the
Company so long as after giving effect to any such merger to which the
Company is a party the Company shall be the surviving or resulting Person.

6.11.3. Mergers constituting Investments permitted by Section 6.9.5.

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6.11.4. Licensing of and leasing of Tower space and intangible
assets for fair value in the ordinary course of business.

6.11.5. So long as immediately before and after giving effect
thereto no Default exists, transfers for fair value to any Person who sells
or leases a Tower or Tower Company to the Company or one of its
Subsidiaries of such portions of the real property on which the applicable
Towers are located as are not necessary for the operation of the Towers.

6.11.6. So long as the Net Asset Sale Proceeds thereof are applied
to repay the Loan as required by Section 4.3.3 and so long as immediately
before and after giving effect thereto no Default exists, the Company and
its Subsidiaries may sell for fair value during any year Towers
contributing not more than 5% of Consolidated Tower Revenues for the
Company's most recently completed fiscal year; provided, however, that the
-------- -------
sum of the foregoing percentages of Consolidated Tower Revenues for all
Towers sold pursuant to this Section 6.11.6 since the date hereof shall not
exceed 15%.

6.11.7. So long as immediately before and after giving effect
thereto no Default exists, the Company and its Subsidiaries may enter into
sale and leaseback transactions with respect to the real property upon
which the Towers are located (but not with respect to the Towers
themselves) in an aggregate amount not to exceed $200,000.

6.12. Issuance of Stock by Subsidiaries; Subsidiary Distributions.
-----------------------------------------------------------

6.12.1. Issuance of Stock by Subsidiaries. No Subsidiary shall
---------------------------------
issue or sell any shares of its capital stock or other evidence of beneficial
ownership to any Person other than (a) the Company or any Wholly Owned
Subsidiary of the Company, which shares shall have been pledged to the Agent as
part of the Credit Security to the extent required by the Guarantee and Security
Agreement and (b) directors of Subsidiaries as qualifying shares to the extent
required by Legal Requirements and, in the case of Foreign Subsidiaries, shares
required by Legal Requirements to be held by foreign nationals.

6.12.2. No Restrictions on Subsidiary Distributions. Except for
-------------------------------------------
this Agreement and the Credit Documents, neither the Company nor any Subsidiary
shall enter into or be bound by any agreement (including covenants requiring the
maintenance of specified amounts of net worth or working capital) restricting
the right of any Subsidiary to make Distributions or extensions of credit to the
Company (directly or indirectly through another Subsidiary); provided, however,
-------- -------
that Foreign Subsidiaries may become subject to such restrictions pursuant to
loan agreements with respect to Indebtedness permitted by Section 6.6.14.

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6.13. Voluntary Prepayments of Other Indebtedness. Neither the Company
-------------------------------------------
nor any of its Subsidiaries shall make any voluntary prepayment of principal of
or interest on any Financing Debt (other than the Credit Obligations) or make
any voluntary redemptions or repurchases of Financing Debt (other than the
Credit Obligations); provided, however, that Company may make the payments
-------- -------
permitted by Section 6.10.4 on subordinated Indebtedness permitted by Sections
6.6.8 and 6.6.11.

6.14. Derivative Contracts. Neither the Company nor any of its
--------------------
Subsidiaries shall enter into any Interest Rate Protection Agreement, foreign
currency exchange contract or other financial or commodity derivative contracts
except to provide hedge protection for an underlying economic transaction in the
ordinary course of business.

6.15. Negative Pledge Clauses. Neither the Company nor any of its
-----------------------
Subsidiaries shall enter into any agreement, instrument, deed or lease which
prohibits or limits the ability of the Company or any of its Subsidiaries to
create, incur, assume or suffer to exist any Lien upon any of their respective
properties, assets or revenues, whether now owned or hereafter acquired, or
which requires the grant of any collateral for such obligation if collateral is
granted for another obligation, except the following:

6.15.1. This Agreement and the other Credit Documents.

6.15.2. Covenants in documents creating Liens permitted by Section
6.8 prohibiting further Liens on the assets encumbered thereby.

6.16. ERISA, etc. Each of the Company and its Subsidiaries shall comply,
----------
and shall cause all ERISA Group Persons to comply, in all material respects,
with the provisions of ERISA and the Code applicable to each Plan. Each of the
Company and its Subsidiaries shall meet, and shall cause all ERISA Group Persons
to meet, all minimum funding requirements applicable to them with respect to any
Plan pursuant to section 302 of ERISA or section 412 of the Code, without giving
effect to any waivers of such requirements or extensions of the related
amortization periods which may be granted. At no time shall the Accumulated
Benefit Obligations under any Plan that is not a Multiemployer Plan exceed the
fair market value of the assets of such Plan allocable to such benefits by more
than $1,000,000. The Company and its Subsidiaries shall not withdraw, and shall
cause all other ERISA Group Persons not to withdraw, in whole or in part, from
any Multiemployer Plan so as to give rise to withdrawal liability exceeding
$1,000,000 in the aggregate. At no time shall the actuarial present value of
unfunded liabilities for post-employment health care benefits (other than COBRA
continuation coverage benefits), whether or not provided under a Plan,
calculated in a manner consistent with Statement No. 106 of the Financial
Accounting Standards Board, exceed $1,000,000.

6.17. Transactions with Affiliates. Neither the Company nor any of its
----------------------------
Subsidiaries shall effect any transaction with any of their respective
Affiliates (except for the Company and

-61-

its Subsidiaries) on a basis less favorable to the Company and its Subsidiaries
than would be the case if such transaction had been effected with a non-
Affiliate.

6.18. Interest Rate Protection. At such time as the amount of the Term
------------------------
Loan outstanding equals or exceeds $32,500,000, the Company shall obtain and
thereafter keep in effect one or more Interest Rate Protection Agreements
conforming to International Securities Dealers Association standards, each in
form and substance reasonably satisfactory to the Agent, covering a notional
amount of at least $32,500,000 in each case for an aggregate period of not less
than three years.

6.19. Environmental Laws.
------------------

6.19.1. Compliance with Law and Permits. Each of the Company and
-------------------------------
its Subsidiaries shall use and operate all of its facilities and properties
in material compliance with all Environmental Laws, keep in effect all
necessary permits, approvals, certificates, licenses and other
authorizations relating to environmental matters and remain in material
compliance therewith, and handle all Hazardous Materials in material
compliance with all applicable Environmental Laws.

6.19.2. Notice of Claims, etc. Each of the Company and its
---------------------
Subsidiaries shall immediately notify the Agent, and provide copies upon
receipt, of all written claims, complaints, notices or inquiries from
governmental authorities relating to the condition of its facilities and
properties or compliance with Environmental Laws, and shall promptly cure
and have dismissed with prejudice to the reasonable satisfaction of the
Agent any actions and proceedings relating to compliance with Environmental
Laws.

6.20. Tower Matters.
-------------

6.20.1. Tower Construction Requirements. Prior to commencement of
-------------------------------
construction of any Tower to be owned by the Company or any of its
Subsidiaries, the Company shall enter into a standard lease agreement with
respect to such Tower with a licensed cellular operator, PCS A-F Block
Provider or ESMR Operator as the anchor tenant. The anchor tenant shall be
reasonably acceptable to the Agent.

6.20.2. No Removal of Towers. None of the Towers located on
--------------------
Designated Real Property shall be removed from their locations without the
prior written consent of the Required Lenders, which consent shall not be
unreasonably withheld or delayed, unless: (a) (i) such removal is in the
ordinary course of business, (ii) such actions and filings of record as may
be necessary to continue the first priority perfected Lien of the Lenders
in the real property or leasehold upon which such Tower is finally located
have been taken and (iii) in the case of leaseholds, the Agent has received
Estoppel and Consent Letters relating to the new locations, or (b) such
removal is necessary to satisfy any Legal Requirement or a properly issued
order or mandate of any governmental

-62-

authority or (c) any Tower so removed has been damaged and the Lenders have
required the insurance proceeds relating thereto be applied to repayment of
the Loan in accordance with Section 4.3.3.

6.20.3. Pledged Towers. For each period of four consecutive fiscal
--------------
quarters of the Company, commencing with the fiscal quarter ending
September 30, 1997, Pledged Towers as of the end of such period shall have
contributed at least 80% of Consolidated Tower Revenues.

The Company and its Subsidiaries shall have the right to obtain
releases and discharges of any Mortgages and Estoppel and Consent Letters
with respect to Pledged Towers upon 10 Banking Days prior notice to the
Agent so long as after giving effect to any such releases and discharges
Pledged Towers shall have contributed at least 80% of Consolidated Tower
Revenues for the period of four consecutive fiscal quarters of the Company
then most recently ended.

With respect to each Pledged Tower, the Obligors shall have duly
authorized, executed, acknowledged and delivered to the Agent a mortgage
(or deed of trust) on each real property on which such Pledged Tower is
located in substantially the form of Exhibit 6.20.3A and a leasehold
mortgage (or leasehold deed of trust) on each real property leased by the
Company and its Subsidiaries on which such Pledged Tower is located in
substantially the form of Exhibit 6.20.3B, with Estoppel and Consent
Letters from the lessors in substantially the form of Exhibit 6.20.3C
(each, an "Estoppel and Consent Letter"), lessor waivers and any other
---------------------------
documents required to allow for the recording or filing of a leasehold
mortgage, in each case in form and substance reasonably satisfactory to the
Agent, together with, for each such real property: (a) copies of title
insurance policies to the extent obtained by the Company or any of its
Subsidiaries, (b) to the extent obtained by the Company or any of its
Subsidiaries, an environmental site assessment report in such form, with
such conclusions and from such environmental engineering firm as are
reasonably satisfactory to the Agent, (c) to the extent obtained by the
Company or any of its Subsidiaries, a survey on such real property that is
reasonably satisfactory to the Agent and (d) a legal opinion of local
counsel with respect to the recording and enforceability of such mortgages
and leasehold mortgages in substantially the form of Exhibit 6.20.3D.

7. REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders to extend
------------------------------
credit to the Company hereunder, each of the Company and the Guarantors jointly
and severally represents and warrants as follows:

7.1. Organization and Business.
-------------------------

7.1.1 The Company. The Company is a duly organized and validly
-----------
existing corporation, in good standing under the laws of Florida, with all
corporate power and

-63-

authority necessary to (a) enter into and perform this Agreement and each
other Credit Document to which it is party, (b) guarantee the Credit
Obligations, (c) grant the Agent for the benefit of the Lenders the
security interests in the Credit Security owned by it to secure the Credit
Obligations and (d) own its properties and carry on the business now
conducted or proposed to be conducted by it. Certified copies of the
Charter and By-laws of the Company have been previously delivered to the
Agent and are correct and complete. Exhibit 7.1, as from time to time
hereafter supplemented in accordance with Sections 6.4.1 and 6.4.2, sets
forth, as of the later of the date hereof or the end of the most recent
fiscal quarter for which financial statements are required to be furnished
in accordance with such Sections, (i) the jurisdiction of incorporation of
the Company, (ii) the address of the Company's principal executive office
and chief place of business, (iii) each name, including any trade name,
under which the Company conducts its business and (iv) the jurisdictions in
which the Company keeps tangible personal property.

7.1.2. Subsidiaries. Each Subsidiary of the Company is duly
------------
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is organized, with all corporate power and
authority necessary to (a) enter into and perform this Agreement and each
other Credit Document to which it is party, (b) guarantee the Credit
Obligations, (c) grant the Agent for the benefit of the Lenders the
security interest in the Credit Security owned by such Subsidiary to secure
the Credit Obligations and (d) own its properties and carry on the business
now conducted or proposed to be conducted by it. Certified copies of the
Charter and By-laws of each Subsidiary of the Company have been previously
delivered to the Agent and are correct and complete. Exhibit 7.1, as from
time to time hereafter supplemented in accordance with Sections 6.4.1 and
6.4.2, sets forth, as of the later of the date hereof or the end of the
most recent fiscal quarter for which financial statements are required to
be furnished in accordance with such Sections, (i) the name and
jurisdiction of organization of each Subsidiary of the Company, (ii) the
address of the chief executive office and principal place of business of
each such Subsidiary, (iii) each name under which each such Subsidiary
conducts its business, (iv) each jurisdiction in which each such Subsidiary
keeps tangible personal property, and (v) the number of authorized and
issued shares and ownership of each such Subsidiary.

7.1.3. Qualification. Each of the Company and its Subsidiaries is
-------------
duly and legally qualified to do business as a foreign corporation or other
entity and is in good standing in each state or jurisdiction in which such
qualification is required and is duly authorized, qualified and licensed
under all laws, regulations, ordinances or orders of public authorities, or
otherwise, to carry on its business in the places and in the manner in
which it is conducted, except for failures to be so qualified, authorized
or licensed which would not in the aggregate result, or create a material
risk of resulting, in any Material Adverse Change.

-64-

7.1.4. Capitalization. No options, warrants, conversion rights,
--------------
preemptive rights or other statutory or contractual rights to purchase
shares of capital stock or other securities of any Subsidiary now exist,
nor has any Subsidiary authorized any such right, nor is any Subsidiary
obligated in any other manner to issue shares of its capital stock or other
securities.

7.2. Financial Statements and Other Information; Material Agreements.
---------------------------------------------------------------

7.2.1. Financial Statements and Other Information. The Company has
------------------------------------------
previously furnished to the Lenders copies of the following:

(a) The audited Consolidated balance sheets of the Company's
Subsidiaries as at December 31 in each of 1994, 1995 and 1996 and the
audited Consolidated statements of income, of changes in shareholders'
equity and of cash flows of the Company's Subsidiaries for the fiscal years
then ended.

(b) The unaudited Consolidated balance sheet of the Company and
its Subsidiaries as at March 31, 1997 and the unaudited Consolidated
statements of income, of changes in shareholders' equity and of cash flows
of the Company and its Subsidiaries for the portion of the fiscal year then
ended.

(d) Private Placement Offering Memorandum for the Series A
Preferred Stock dated as of February 28, 1997, as updated as of May 15,
1997 (the "Offering Memorandum").
-------------------

The audited financial statements (including the notes thereto)
referred to in clause (a) above were prepared in accordance with GAAP and
fairly present in all material respects the financial position of the
Company's Subsidiaries on a Consolidated basis at the respective dates
thereof and the results of their operations for the periods covered
thereby. The unaudited financial statements referred to in clause (b)
above were prepared in accordance with GAAP and fairly present in all
material respects the financial position of the Company and its
Subsidiaries at the respective dates thereof and the results of their
operations for the periods covered thereby, subject to normal year-end
audit adjustments and the addition of footnotes in the case of interim
financial statements. Neither the Company nor any of its Subsidiaries has
any known contingent liability material to the Company and its Subsidiaries
on a Consolidated basis which is not reflected in the balance sheets
referred to in clauses (a) or (b) above (or delivered pursuant to Sections
6.4.1 or 6.4.2) or in the notes thereto.

-65-

In the Company's judgment, the financial and operational projections
referred to in clause (c) above constitute a reasonable basis as of the
Initial Closing Date for the assessment of the future performance of the
Company and its Subsidiaries during the periods indicated therein, it being
understood that any projected financial information represents an estimate,
based on various assumptions, of future results of operations which may or
may not in fact occur.

As of the date thereof, the Offering Memorandum did not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not misleading
in light of the circumstances under which they were made; provided,
--------
however, that the descriptions in the Offering Memorandum of other
-------
documents and agreements are intended to be summaries only and do not
provide comprehensive descriptions of the terms and conditions contained in
such documents and agreements.

7.2.2. Material Agreements. The Company has previously furnished
-------------------
to the Lenders correct and complete copies, including all exhibits,
schedules and amendments thereto, of the agreements and instruments, each
as in effect on the date hereof, listed in Exhibit 7.2.2, which constitute
all agreements and instruments material to the Company and its Subsidiaries
on a Consolidated basis (the "Material Agreements").
-------------------

7.3. Agreements Relating to Financing Debt, Investments, etc. Exhibit
--------------------------------------------------------
7.3, as from time to time hereafter supplemented in accordance with Sections
6.4.1 and 6.4.2, sets forth (a) the amounts (as of the dates indicated in
Exhibit 7.3, as so supplemented) of all Financing Debt of the Company and its
Subsidiaries and all agreements which relate to such Financing Debt, (b) all
Liens and Guarantees with respect to such Financing Debt, (c) all agreements
which directly or indirectly require the Company or any Subsidiary to make any
Investment, (d) material license agreements with respect to the products of the
Company and its Subsidiaries, including the parties thereto and the expiration
dates thereof and (e) all trademarks, tradenames, service marks, service names
and patents registered with the federal Patent and Trademark Office (or with
respect to which applications for such registration have been filed). The
Company has furnished the Lenders with correct and complete copies of any
agreements described in clauses (a) through (e) above requested by the Required
Lenders.

7.4. Changes in Condition. Except as otherwise disclosed in writing to
--------------------
the Lenders prior to the date hereof, since December 31, 1996, no Material
Adverse Change has occurred and between December 31, 1996 and the date hereof,
neither the Company nor any Subsidiary of the Company has entered into any
material transaction outside the ordinary course of business except for the
transactions contemplated by this Agreement and the Material Agreements.

7.5. Title to Assets. The Company and its Subsidiaries have good title
---------------
to all assets necessary for or used in the operations of their business as now
conducted by them and

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reflected in the most recent balance sheet referred to in Section 7.2.1 (or the
balance sheet most recently furnished to the Lenders pursuant to Sections 6.4.1
or 6.4.2), and to all assets acquired subsequent to the date of such balance
sheet, subject to no Liens except for Liens permitted by Section 6.8 and except
for assets disposed of as permitted by Section 6.11.

7.6. Operations in Conformity With Law, etc. The operations of the
--------------------------------------
Company and its Subsidiaries as now conducted or proposed to be conducted are
not in violation of, nor is the Company or its Subsidiaries in default under,
any Legal Requirement presently in effect, except for such violations and
defaults as do not and will not, in the aggregate, result, or create a material
risk of resulting, in any Material Adverse Change. The Company has received no
notice of any such violation or default and has no knowledge of any basis on
which the operations of the Company or its Subsidiaries, as now conducted and as
currently proposed to be conducted after the date hereof, would be held so as to
violate or to give rise to any such violation or default.

7.7. Litigation. No litigation, at law or in equity, or any proceeding
----------
before any court, board or other governmental or administrative agency or any
arbitrator is pending or, to the knowledge of the Company or any Guarantor,
threatened which involves any material risk of any final judgment, order or
liability which, after giving effect to any applicable insurance, has resulted,
or creates a material risk of resulting, in any Material Adverse Change or which
seeks to enjoin the consummation, or which questions the validity, of any of the
transactions contemplated by this Agreement or any other Credit Document. No
judgment, decree or order of any court, board or other governmental or
administrative agency or any arbitrator has been issued against or binds the
Company or any of its Subsidiaries which has resulted, or creates a material
risk of resulting, in any Material Adverse Change.

7.8. Authorization and Enforceability. Each of the Company and each
--------------------------------
other Obligor has taken all corporate action required to execute, deliver and
perform this Agreement and each other Credit Document to which it is party. No
consent of stockholders of the Company which has not been obtained is necessary
in order to authorize the execution, delivery or performance of this Agreement
or any other Credit Document to which the Company is party. Each of this
Agreement and each other Credit Document constitutes the legal, valid and
binding obligation of each Obligor party thereto and is enforceable against such
Obligor in accordance with its terms.

7.9. No Legal Obstacle to Agreements. Neither the execution and delivery
-------------------------------
of this Agreement or any other Credit Document, nor the making of any borrowings
hereunder, nor the guaranteeing of the Credit Obligations, nor the securing of
the Credit Obligations with the Credit Security, nor the consummation of any
transaction referred to in or contemplated by this Agreement or any other Credit
Document, nor the fulfillment of the terms hereof or thereof or of any other
agreement, instrument, deed or lease contemplated by this Agreement or any other
Credit Document, has constituted or resulted in or will constitute or result in:

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(a) any breach or termination of the provisions of any agreement,
instrument, deed or lease to which the Company, any of its Subsidiaries or
any other Obligor is a party or by which it is bound, or of the Charter or
By-laws of the Company, any of its Subsidiaries or any other Obligor;

(b) the violation of any law, statute, judgment, decree or
governmental order, rule or regulation applicable to the Company, any of
its Subsidiaries or any other Obligor;

(c) the creation under any agreement, instrument, deed or lease of
any Lien (other than Liens on the Credit Security which secure the Credit
Obligations) upon any of the assets of the Company, any of its Subsidiaries
or any other Obligor; or

(d) any redemption, retirement or other repurchase obligation of
the Company, any of its Subsidiaries or any other Obligor under any
Charter, By-law, agreement, instrument, deed or lease.

No approval, authorization or other action by, or declaration to or filing with,
any governmental or administrative authority or any other Person which has not
been obtained is required to be obtained or made by the Company, any of its
Subsidiaries or any other Obligor in connection with the execution, delivery and
performance of this Agreement, the Notes or any other Credit Document, the
transactions contemplated hereby or thereby, the making of any borrowing
hereunder, the guaranteeing of the Credit Obligations or the securing of the
Credit Obligations with the Credit Security (other than filings necessary to
perfect the Agent's security interest in the Credit Security).

7.10. Defaults. Neither the Company nor any of its Subsidiaries is in
--------
default under any provision of its Charter or By-laws or of this Agreement or
any other Credit Document. Neither the Company nor any of its Subsidiaries is in
default under any provision of any agreement, instrument, deed or lease to which
it is party or by which it or its property is bound so as to result, or create a
material risk of resulting, in any Material Adverse Change. Neither the Company
nor any of its Subsidiaries has violated any law, judgment, decree or
governmental order, rule or regulation, in each case so as to result, or create
a material risk of resulting, in any Material Adverse Change.

7.11. Licenses, etc. The Company and its Subsidiaries have all patents,
-------------
patent applications, patent licenses, patent rights, trademarks, trademark
rights, trade names, trade name rights, copyrights, licenses, franchises,
permits, authorizations and other rights as are necessary for the conduct of the
business of the Company and its Subsidiaries as now conducted by them and the
lack of which would result, or create a material risk of resulting, in any
Material Adverse Change. All of the foregoing are in full force and effect in
all material respects, and each of the Company and its Subsidiaries is in
substantial compliance with the foregoing without any known conflict with the
valid rights of others which has resulted, or

-68-

creates a material risk of resulting, in any Material Adverse Change. No event
has occurred which permits, or after notice or lapse of time or both would
permit, the revocation or termination of any such license, franchise or other
right or which affects the rights of any of the Company and its Subsidiaries
thereunder so as to result, or to create a material risk of resulting, in any
Material Adverse Change. No litigation or other proceeding or dispute exists
with respect to the validity or, where applicable, the extension or renewal, of
any of the foregoing which has resulted, or creates a material risk of
resulting, in any Material Adverse Change.

7.12. Tax Returns. Each of the Company and its Subsidiaries has filed all
-----------
material tax and information returns which are required to be filed by it and
has paid, or made adequate provision for the payment of, all taxes which have or
may become due pursuant to such returns or to any assessment received by it,
other than taxes and assessments being contested by the Company and its
Subsidiaries in good faith by appropriate proceedings and for which adequate
reserves have been taken in accordance with GAAP. Neither the Company nor any
of its Subsidiaries knows of any material additional assessments or any basis
therefor. The Company reasonably believes that the charges, accruals and
reserves on the books of the Company and its Subsidiaries in respect of taxes or
other governmental charges are adequate.

7.13. Certain Business Representations.
--------------------------------

7.13.1. Labor Relations. No dispute or controversy between the
---------------
Company or any of its Subsidiaries and any of their respective employees
has resulted, or is reasonably likely to result, in any Material Adverse
Change, and neither the Company nor any of its Subsidiaries anticipates
that its relationships with its unions or employees will result, or are
reasonably likely to result, in any Material Adverse Change. The Company
and each of its Subsidiaries is in compliance in all material respects with
all federal and state laws with respect to (a) non-discrimination in
employment with which the failure to comply, in the aggregate, has
resulted, or creates a material risk of resulting, in a Material Adverse
Change and (b) the payment of wages.

7.13.2. Antitrust. Each of the Company and its Subsidiaries is in
---------
compliance in all material respects with all federal and state antitrust
laws relating to its business and the geographic concentration of its
business.

7.13.3. Tower Sites. At least a majority of the Towers that do not
-----------
constitute Pledged Towers are constructed so as to be capable of being
moved from their present locations and except to the extent recordation of
any renewal, extension, amendment, assignment or other instrument in
connection with any lease of real property in the applicable public records
may be required in order to permit removal of a Tower, the Company and its
Subsidiaries have the right to remove such Towers from their present
locations.

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7.13.4. Real Property Leases. The present and contemplated use of
--------------------
the real property owned or leased by the Company for the operation of
Towers is in compliance in all material respects with all applicable zoning
ordinances and regulations and other laws and regulations where failure so
to comply would result, or create reasonable risk of resulting, in a
Material Adverse Change. Each Lease is in full force and effect, the
Company or one of its Subsidiaries has all rights of the lessee thereunder,
there has been no default in the performance of any of its terms or
conditions by any party thereto, and no claims of default have been
asserted with respect thereto where such default would result, or create a
reasonable risk of resulting, in a Material Adverse Change.

7.13.5. FCC and FAA Matters. The Company (a) has duly and timely
-------------------
filed all material reports, registrations and other material filings, if
any, which are required to be filed by it or any of its Subsidiaries under
the Communications Act or any other applicable law, rule or regulation of
any governmental authority, including the FCC and the FAA, the non-filing
of which would not result, or be reasonably likely to result, in a Material
Adverse Change, and (b) is in compliance with all such laws, rules,
regulations and ordinances, including those promulgated by the FCC and the
FAA, to the extent the noncompliance with which would result, or be
reasonably likely to result, in a Material Adverse Change. All information
provided by or on behalf of the Company or any Affiliate in any material
filing, if any, with the FCC and the FAA relating to the business of the
Company and its Subsidiaries was, to the knowledge of such Person at the
time of filing, complete and correct in all material respects when made,
and the FCC and the FAA have been notified of any substantial or
significant changes in such information as may be required in accordance
with applicable Legal Requirements.

7.14. Environmental Regulations.
-------------------------

7.14.1. Environmental Compliance. To the knowledge of the Company
------------------------
and its Subsidiaries, each of the Company and its Subsidiaries is in
compliance in all material respects with the Clean Air Act, the Federal
Water Pollution Control Act, the Marine Protection Research and Sanctuaries
Act, RCRA, CERCLA and any other Environmental Law in effect in any
jurisdiction in which any properties of the Company or any of its
Subsidiaries are located or where any of them conducts its business, and
with all applicable published rules and regulations (and applicable
standards and requirements) of the federal Environmental Protection Agency
and of any similar agencies in states or foreign countries in which the
Company or its Subsidiaries conducts its business other than those which in
the aggregate have not resulted, and do not create a material risk of
resulting, in a Material Adverse Change.

7.14.2. Environmental Litigation. No suit, claim, action or
------------------------
proceeding of which the Company or any of its Subsidiaries has been given
notice or otherwise has

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knowledge is now pending before any court, governmental agency or board or
other forum, or to the Company's or any of its Subsidiaries knowledge,
threatened by any Person (nor to the Company's or any of its Subsidiaries'
knowledge, does any factual basis exist therefor) for, and neither the
Company nor any of its Subsidiaries have received written correspondence
from any federal, state or local governmental authority with respect to:

(a) noncompliance by the Company or any of its Subsidiaries with
any Environmental Law;

(b) personal injury, wrongful death or other tortious conduct
relating to materials, commodities or products used, generated, sold,
transferred or manufactured by the Company or any of its Subsidiaries
(including products made of, containing or incorporating asbestos, lead or
other Hazardous Material, commodities or toxic substances); or

(c) the release into the environment by the Company or any of its
Subsidiaries of any Hazardous Material generated by the Company or any of
its Subsidiaries whether or not occurring at or on a site owned, leased or
operated by the Company or any of its Subsidiaries.

7.14.3. Hazardous Material. To the knowledge of the Company and
------------------
its Subsidiaries, any waste disposal or dump sites at which Hazardous
Material generated by either the Company or any of its Subsidiaries has
been disposed of directly by the Company or any of its Subsidiaries and all
independent contractors to whom the Company or any of its Subsidiaries have
delivered Hazardous Material, or to the Company's or any of its
Subsidiaries' knowledge, where Hazardous Material finally came to be
located, has not resulted, and does not create a material risk of
resulting, in a Material Adverse Change.

7.14.4. Environmental Condition of Properties. To the knowledge
-------------------------------------
of the Company and its Subsidiaries, none of the properties owned or leased
by the Company or any of its Subsidiaries has been used as a treatment,
storage or disposal site, other than as disclosed in Exhibit 7.14. To the
knowledge of the Company and its Subsidiaries, no Hazardous Material is
present in any real property currently or formerly owned or operated by the
Company or any of its Subsidiaries except that which has not resulted, and
does not create a material risk of resulting, in a Material Adverse Change.

7.15. Pension Plans. Each Plan (other than a Multiemployer Plan) and, to
-------------
the knowledge of the Company and its Subsidiaries, each Multiemployer Plan is in
material compliance with the applicable provisions of ERISA and the Code. Each
Multiemployer Plan and each Plan that constitutes a "defined benefit plan" (as
defined in ERISA) are set forth in

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Exhibit 7.15. Each ERISA Group Person has met all of the funding standards
applicable to all Plans that are not Multiemployer Plans, and no condition
exists which would permit the institution of proceedings to terminate any Plan
that is not a Multiemployer Plan under section 4042 of ERISA. To the best
knowledge of the Company and each Subsidiary, no Plan that is a Multiemployer
Plan is currently insolvent or in reorganization or has been terminated within
the meaning of ERISA.

7.16. Government Regulation; Margin Stock.
-----------------------------------

7.16.1. Government Regulation. Neither the Company nor any of its
---------------------
Subsidiaries, nor any Person controlling the Company or any of its
Subsidiaries or under common control with the Company or any of its
Subsidiaries, is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Investment Company Act, the
Interstate Commerce Act or any statute or regulation which regulates the
incurring by the Company or any of its Subsidiaries of Financing Debt as
contemplated by this Agreement and the other Credit Documents.

7.16.2. Margin Stock. Neither the Company nor any of its
------------
Subsidiaries owns any Margin Stock.

7.17. Disclosure. Neither this Agreement nor any other Credit Document to
----------
be furnished to the Lenders by or on behalf of the Company or any of its
Subsidiaries in connection with the transactions contemplated hereby or by such
Credit Document contains any untrue statement of material fact or omits to state
a material fact necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances under which they were made.
No fact is actually known to the Company or any of its Subsidiaries which has
resulted, or in the future (so far as the Company or any of its Subsidiaries can
reasonably foresee) will result, or creates a material risk of resulting, in any
Material Adverse Change, except to the extent that present or future general
economic conditions may result in a Material Adverse Change.

8. DEFAULTS.
--------

8.1. Events of Default. The following events are referred to as "Events
----------------- ------
of Default":
----------

8.1.1. Payment. The Company shall fail to make any payment in
-------
respect of: (a) interest or any fee on or in respect of any of the Credit
Obligations owed by it as the same shall become due and payable, and such
failure shall continue for a period of three Banking Days, or (b) any
Credit Obligation with respect to payments made by any Letter of Credit
Issuer under any Letter of Credit or any draft drawn thereunder within
three Banking Days after demand therefor by such Letter of Credit Issuer or
(c) principal of any of the Credit Obligations owed by it as the same shall
become due, whether at maturity or by acceleration or otherwise.

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8.1.2. Specified Covenants. The Company or any of its
-------------------
Subsidiaries shall fail to perform or observe any of the provisions of
Section 6.4.6 or Sections 6.5 through 6.20.

8.1.3. Other Covenants. The Company, any of its Subsidiaries or
---------------
any other Obligor shall fail to perform or observe any other covenant,
agreement or provision to be performed or observed by it under this
Agreement or any other Credit Document, and such failure shall not be
rectified or cured to the satisfaction of the Required Lenders within 30
days after the earlier of (a) notice thereof by the Agent to the Company or
(b) a Financial Officer shall have actual knowledge thereof.

8.1.4. Representations and Warranties. Any representation or
------------------------------
warranty of or with respect to the Company, any of its Subsidiaries or any
other Obligor made to the Lenders or the Agent in or pursuant to this
Agreement or any other Credit Document, or in any financial statement,
report, notice, mortgage, assignment, UCC financing statement or
certificate delivered to the Agent or any of the Lenders by the Company,
any of its Subsidiaries or any other Obligor in connection herewith or
therewith, shall be false in any material respect on the date as of which
it was made.

8.1.5. Cross Default, etc.
------------------

(a) The Company or any of its Subsidiaries shall fail to make any
payment when due (after giving effect to any applicable grace periods) in
respect of any Financing Debt (other than the Credit Obligations)
outstanding in an aggregate amount of principal (whether or not due) and
accrued interest exceeding $1,000,000;

(b) the Company or any of its Subsidiaries shall fail to perform
or observe the terms of any agreement or instrument relating to such
Financing Debt, and such failure shall continue, without having been duly
cured, waived or consented to, beyond the period of grace, if any,
specified in such agreement or instrument, and such failure shall permit
the acceleration of such Financing Debt;

(c) all or any part of such Financing Debt of the Company or any
of its Subsidiaries shall be accelerated or shall become due or payable
prior to its stated maturity (except with respect to voluntary prepayments
thereof) for any reason whatsoever;

(d) any Lien on any property of the Company or any of its
Subsidiaries securing any such Financing Debt shall be enforced by
foreclosure or similar action; or

(e) any holder of any such Financing Debt shall exercise any right
of rescission with respect to the issuance thereof or put, mandatory
prepayment or repurchase rights

-73-

against any Obligor with respect to such Financing Debt (other than any
such rights that may be satisfied with "payment in kind" notes or other
similar securities).

8.1.6. Ownership; Liquidation; etc. Except as permitted by
---------------------------
Section 6.11:

(a) the Company shall cease to own, directly or indirectly, all
the capital stock of its Subsidiaries, except to the extent permitted by
Section 6.12.1; or

(b) Xxxxxx X. Xxxxxxxxx, ABS Capital Partners II, L.P., ABS
Employees' Venture Fund Limited Partnership, TA Venture Investors Limited
Partnership, Advent VII, L.P., Advent Atlantic and Pacific III, LP and
various members of the Xxxxxxx family (or trusts established for their
benefit) shall cease to own, beneficially and of record, at least a
majority of the voting stock and of the total equity capital of the
Company; or

(c) Xxxxxx X. Xxxxxxxxx shall cease to be actively involved in the
executive management of the Company and a replacement reasonably
satisfactory to the Required Lenders has not been hired within six months
thereof; or

(d) the Company or any of its Subsidiaries or any other Obligor
shall initiate any action to dissolve, liquidate or otherwise terminate its
existence.

8.1.7. Enforceability, etc. Any Credit Document shall cease for
-------------------
any reason (other than the scheduled termination thereof in accordance with
its terms) to be enforceable in accordance with its terms or in full force
and effect; or any party to any Credit Document shall so assert in a
judicial or similar proceeding; or the security interests created by this
Agreement or any other Credit Documents shall cease to be enforceable and
of the same effect and priority purported to be created hereby.

8.1.8. Judgments. A final judgment (a) which, with other
---------
outstanding final judgments against the Company and its Subsidiaries,
exceeds an aggregate of $1,000,000 in excess of applicable insurance
coverage shall be rendered against the Company or any of its Subsidiaries,
or (b) which grants injunctive relief that results, or creates a material
risk of resulting, in a Material Adverse Change and in either case if (i)
within 60 days after entry thereof, such judgment shall not have been
discharged or execution thereof stayed pending appeal or (ii) within 60
days after the expiration of any such stay, such judgment shall not have
been discharged.

8.1.9. ERISA. Any "reportable event" (as defined in section 4043
-----
of ERISA) shall have occurred that reasonably could be expected to result
in termination of a Plan or the appointment by the appropriate United
States District Court of a trustee to administer any Plan or the imposition
of a Lien in favor of a Plan; or any ERISA Group Person shall fail to pay
when due amounts aggregating in excess of $1,000,000 which it

-74-

shall have become liable to pay to the PBGC or to a Plan under Title IV of
ERISA; or notice of intent to terminate a Plan shall be filed under Title
IV of ERISA by any ERISA Group Person or administrator; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate or to cause a
trustee to be appointed to administer any Plan or a proceeding shall be
instituted by a fiduciary of any Plan against any ERISA Group Person to
enforce section 515 or 4219(c)(5) of ERISA and such proceeding shall not
have been dismissed within 30 days thereafter; or a condition shall exist
by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Plan must be terminated.

8.1.10. Bankruptcy, etc. The Company, any of its Subsidiaries or
---------------
any other Obligor shall:

(a) commence a voluntary case under the Bankruptcy Code or
authorize, by appropriate proceedings of its board of directors or other
governing body, the commencement of such a voluntary case;

(b) (i) have filed against it a petition commencing an involuntary
case under the Bankruptcy Code that shall not have been dismissed within 60
days after the date on which such petition is filed, or (ii) file an answer
or other pleading within such 60-day period admitting or failing to deny
the material allegations of such a petition or seeking, consenting to or
acquiescing in the relief therein provided, or (iii) have entered against
it an order for relief in any involuntary case commenced under the
Bankruptcy Code;

(c) seek relief as a debtor under any applicable law, other than
the Bankruptcy Code, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the
rights of creditors, or consent to or acquiesce in such relief;

(d) have entered against it an order by a court of competent
jurisdiction (i) finding it to be bankrupt or insolvent, (ii) ordering or
approving its liquidation or reorganization as a debtor or any modification
or alteration of the rights of its creditors or (iii) assuming custody of,
or appointing a receiver or other custodian for, all or a substantial
portion of its property; or

(e) make an assignment for the benefit of, or enter into a
composition with, its creditors, or appoint, or consent to the appointment
of, or suffer to exist a receiver or other custodian for, all or a
substantial portion of its property.

8.2. Certain Actions Following an Event of Default. If any one or more
---------------------------------------------
Events of Default shall occur, then in each and every such case:

-75-

8.2.1. Terminate Obligation to Extend Credit. Upon written
-------------------------------------
request of the Required Lenders, the Agent shall terminate the obligations
of the Lenders to make any further extensions of credit under the Credit
Documents by furnishing notice of such termination to the Company.

8.2.2. Specific Performance; Exercise of Rights. Upon written
----------------------------------------
request of the Required Lenders, the Agent shall proceed to protect and
enforce the Lenders' rights by suit in equity, action at law and/or other
appropriate proceeding, either for specific performance of any covenant or
condition contained in this Agreement or any other Credit Document (other
than Interest Rate Protection Agreements) or in any instrument or
assignment delivered to the Lenders pursuant to this Agreement or any other
Credit Document (other than Interest Rate Protection Agreements), or in aid
of the exercise of any power granted in this Agreement or any other Credit
Document (other than Interest Rate Protection Agreements) or any such
instrument or assignment.

8.2.3. Acceleration. Upon written request of the Required
------------
Lenders, the Agent shall by notice in writing to the Company (a) declare
all or any part of the unpaid balance of the Credit Obligations (other than
amounts under Interest Rate Protection Agreements) then outstanding to be
immediately due and payable, and (b) require the Company immediately to
deposit with the Agent in cash an amount equal to the then Letter of Credit
Exposure (which cash shall be held and applied as provided in Section 4.5),
and thereupon such unpaid balance or part thereof and such amount equal to
the Letter of Credit Exposure shall become so due and payable without
presentation, protest or further demand or notice of any kind, all of which
are hereby expressly waived; provided, however, that if a Bankruptcy
-------- -------
Default shall have occurred, the unpaid balance of the Credit Obligations
(other than amounts under Interest Rate Protection Agreements) shall
automatically become immediately due and payable.

8.2.4. Enforcement of Payment; Credit Security; Setoff. Upon
-----------------------------------------------
written request of the Required Lenders, the Agent shall proceed to enforce
payment of the Credit Obligations in such manner as it may elect, to
cancel, or instruct other Letter of Credit Issuers to cancel, any
outstanding Letters of Credit which permit the cancellation thereof and to
realize upon any and all rights in the Credit Security. The Lenders may
offset and apply toward the payment of the Credit Obligations (and/or
toward the curing of any Event of Default) any Indebtedness from the
Lenders to the respective Obligors, including any Indebtedness represented
by deposits in any account maintained with the Lenders, regardless of the
adequacy of any security for the Credit Obligations. The Lenders shall have
no duty to determine the adequacy of any such security in connection with
any such offset.

8.2.5. Cumulative Remedies. To the extent not prohibited by
-------------------
applicable law which cannot be waived, all of the Lenders' rights hereunder
and under each other Credit Document shall be cumulative.

-76-

8.3. Annulment of Defaults. Once an Event of Default has occurred, such
---------------------
Event of Default shall be deemed to exist and be continuing for all purposes of
the Credit Documents (other than Interest Rate Protection Agreements) until the
Required Lenders or the Agent (with the consent of the Required Lenders) shall
have waived such Event of Default in writing, stated in writing that the same
has been cured to such Lenders' reasonable satisfaction or entered into an
amendment to this Agreement which by its express terms cures such Event of
Default, at which time such Event of Default shall no longer be deemed to exist
or to have continued. No such action by the Lenders or the Agent shall extend
to or affect any subsequent Event of Default or impair any rights of the Lenders
upon the occurrence thereof. The making of any extension of credit during the
existence of any Default or Event of Default shall not constitute a waiver
thereof.

8.4. Waivers. To the extent that such waiver is not prohibited by the
-------
provisions of applicable law that cannot be waived, each of the Company and the
other Obligors waives:

(a) all presentments, demands for performance, notices of
nonperformance (except to the extent required by this Agreement or any
other Credit Document), protests, notices of protest and notices of
dishonor;

(b) any requirement of diligence or promptness on the part of the
Agent or any Lender in the enforcement of its rights under this Agreement,
the Notes or any other Credit Document;

(c) any and all notices of every kind and description which may be
required to be given by any statute or rule of law; and

(d) any defense (other than indefeasible payment in full) which it
may now or hereafter have with respect to its liability under this
Agreement, the Notes or any other Credit Document or with respect to the
Credit Obligations.

9. EXPENSES; INDEMNITY.
-------------------

9.1. Expenses. Whether or not the transactions contemplated hereby shall
--------
be consummated, the Company will pay:

(a) all reasonable expenses of the Agent and the Syndication Agent
(including the out-of-pocket expenses related to forming the group of
Lenders and reasonable fees and disbursements of the counsel to the Agent
and the Syndication Agent) in connection with the negotiation, preparation
and duplication of this Agreement and each other Credit Document,
examinations by and reports of the Agent's commercial financial examiners,
fixed asset appraisers and environmental consultants, the transactions

-77-

contemplated hereby and thereby and amendments, waivers, consents and other
operations hereunder and thereunder;

(b) all recording and filing fees and transfer and documentary
stamp and similar taxes at any time payable in respect of this Agreement,
any other Credit Document, any Credit Security or the incurrence of the
Credit Obligations; and

(c) all other reasonable expenses incurred by the Lenders or the
holder of any Credit Obligation in connection with the enforcement of any
rights hereunder or under any other Credit Document or any work-out
negotiations relating to the Credit Obligations, including costs of
collection and reasonable attorneys' fees and expenses.

9.2. General Indemnity. The Company shall indemnify the Lenders and the
-----------------
Agent and hold them harmless from any liability, loss or damage resulting from
the violation by the Company of Section 2.4. In addition, the Company shall
indemnify each Lender, the Agent, the Syndication Agent, each of the Lenders' or
the Agent's or the Syndication Agent's directors, officers, employees, agents,
attorneys, accountants, consultants and each Person, if any, who controls any
Lender or the Agent or the Syndication Agent (each Lender, the Agent, the
Syndication Agent and each of such directors, officers, employees, agents,
attorneys, accountants, consultants and control Persons is referred to as an
"Indemnified Party") and hold each of them harmless from and against any and all
-----------------
claims, damages, liabilities and reasonable expenses (including reasonable fees
and disbursements of counsel with whom any Indemnified Party may consult in
connection therewith and all reasonable expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party in connection with (a) the Indemnified Party's compliance
with or contest of any subpoena or other process issued against it in any
proceeding involving the Company or any of its Subsidiaries or their Affiliates,
(b) any litigation or investigation involving the Company, any of its
Subsidiaries or their Affiliates, or any officer, director or employee thereof,
(c) the existence or exercise of any security rights with respect to the Credit
Security in accordance with the Credit Documents, or (d) this Agreement, any
other Credit Document or any transaction contemplated hereby or thereby;
provided, however, that the foregoing indemnity shall not apply to litigation
-------- -------
commenced by the Company against the Lenders or the Agent or the Syndication
Agent which seeks enforcement of any of the rights of the Company hereunder or
under any other Credit Document and is determined adversely to the Lenders or
the Agent or the Syndication Agent in a final nonappealable judgment or to the
extent such claims, damages, liabilities and expenses result from a Lender's or
the Agent's or the Syndication Agent's gross negligence or willful misconduct.

9.3. Indemnity With Respect to Letters of Credit. The Company shall
-------------------------------------------
indemnify each Letter of Credit Issuer and its correspondents and hold each of
them harmless from and against any and all claims, losses, liabilities, damages
and reasonable expenses (including reasonable attorneys' fees) arising from or
in connection with any Letter of Credit, including any such claim, loss,
liability, damage or expense arising out of any transfer, sale, delivery,

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surrender or endorsement of any invoice, xxxx of lading, warehouse receipt or
other document at any time held by the Agent, any other Letter of Credit Issuer
or held for their respective accounts by any of their correspondents, in
connection with any Letter of Credit, except to the extent such claims, losses,
liabilities, damages and expenses result from gross negligence or willful
misconduct on the part of the Agent or any other Letter of Credit Issuer.

10. OPERATIONS; AGENT.
-----------------

10.1. Interests in Credits. The Percentage Interest of each Lender in the
--------------------
Loan and Letters of Credit, and the related Commitments, shall be computed based
on the maximum principal amount for each Lender as set forth in the Register, as
from time to time in effect. The current Percentage Interests are set forth in
Exhibit 10.1, which may be updated by the Agent from time to time to conform to
the Register.

10.2. Agent's Authority to Act, etc. Each of the Lenders appoints and
-----------------------------
authorizes BankBoston to act for the Lenders as the Lenders' Agent in connection
with the transactions contemplated by this Agreement and the other Credit
Documents (other than Interest Rate Protection Agreements) on the terms set
forth herein and therein. In acting hereunder, the Agent is acting for its own
account to the extent of its Percentage Interest and for the account of each
other Lender to the extent of the Lenders' respective Percentage Interests, and
all action in connection with the enforcement of, or the exercise of any
remedies (other than the Lenders' rights of set-off as provided in Section 8.2.4
or in any Credit Document) in respect of the Credit Obligations and Credit
Documents shall be taken by the Agent.

10.3. Company to Pay Agent, etc. The Company and each Guarantor shall be
-------------------------
fully protected in making all payments in respect of the Credit Obligations
(other than payments under Interest Rate Protection Agreements) to the Agent, in
relying upon consents, modifications and amendments executed by the Agent
purportedly on the Lenders' behalf, and in dealing with the Agent as herein
provided. The Agent may charge the accounts of the Company, on the dates when
the amounts thereof become due and payable, with the amounts of the principal of
and interest on the Loan, any amounts paid by the Letter of Credit Issuers to
third parties under Letters of Credit or drafts presented thereunder, commitment
fees, Letter of Credit fees and all other fees and amounts owing under any
Credit Document (other than Interest Rate Protection Agreements).

10.4. Lender Operations for Advances, Letters of Credit, etc.
------------------------------------------------------

10.4.1. Advances. On each Closing Date, each Lender shall
--------
advance to the Agent in immediately available funds such Lender's
Percentage Interest in the portion of the Loan advanced on such Closing
Date prior to 12:00 noon (Boston time). If such funds are not received at
such time, but all applicable conditions set forth in Section 5 have been
satisfied, each Lender authorizes and requests the Agent to advance for the

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Lender's account, pursuant to the terms hereof, the Lender's respective
Percentage Interest in such portion of the Loan and agrees to reimburse the
Agent in immediately available funds for the amount thereof prior to 2:00
p.m. (Boston time) on the day any portion of the Loan is advanced
hereunder; provided, however, that the Agent is not authorized to make any
-------- -------
such advance for the account of any Lender who has previously notified the
Agent in writing that such Lender will not be performing its obligations to
make further advances hereunder; and provided, further, that the Agent
-------- -------
shall be under no obligation to make any such advance.

10.4.2. Letters of Credit. Each of the Lenders authorizes and
-----------------
requests each Letter of Credit Issuer to issue the Letters of Credit
provided for in Section 2.3 and to grant each Lender a participation in
each of such Letters of Credit in an amount equal to its Percentage
Interest in the amount of each such Letter of Credit. Promptly upon the
request of the Letter of Credit Issuer, each Lender shall reimburse the
Letter of Credit Issuer in immediately available funds for such Lender's
Percentage Interest in the amount of all obligations to third parties
incurred by the Letter of Credit Issuer in respect of each Letter of Credit
and each draft accepted under a Letter of Credit to the extent not
reimbursed by the Company by 2:00 p.m. (Boston time) on the Banking Day
when due. The Letter of Credit Issuer will notify each Lender of the
issuance of any Letter of Credit, the amount and date of payment of any
draft drawn or accepted under a Letter of Credit and whether in connection
with the payment of any such draft the amount thereof was added to the
Revolving Loan or was reimbursed by the Company.

10.4.3. Agent to Allocate Payments, etc. All payments of
--------------------------------
principal and interest in respect of the extensions of credit made pursuant
to this Agreement, reimbursement of amounts paid by any Letter of Credit
Issuer to third parties under Letters of Credit or drafts presented
thereunder, commitment fees, Letter of Credit fees and other fees under
this Agreement shall, as a matter of convenience, be made by the Company
and the Guarantors to the Agent in immediately available funds by noon
(Boston time) on any Banking Day. The share of each Lender shall be
credited to such Lender by the Agent in immediately available funds by 2:00
p.m. (Boston time) on such Banking Day in such manner that the principal
amount of the Credit Obligations to be paid shall be paid proportionately
in accordance with the Lenders' respective Percentage Interests in such
Credit Obligations, except as otherwise provided in this Agreement. Under
no circumstances shall any Lender be required to produce or present its
Notes as evidence of its interests in the Credit Obligations in any action
or proceeding relating to the Credit Obligations.

10.4.4. Delinquent Lenders; Nonperforming Lenders. In the event
-----------------------------------------
that any Lender fails to reimburse the Agent pursuant to Sections 10.4.1
and 10.4.2 for the Percentage Interest of such lender (a "Delinquent
----------
Lender") in any credit advanced by the Agent pursuant hereto, overdue
------
amounts (the "Delinquent Payment") due from the Delinquent Lender to the
------------------
Agent shall bear interest, payable by the Delinquent Lender

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on demand, at a per annum rate equal to (a) the Federal Funds Rate for the
first three days overdue and (b) the sum of 2% plus the Federal Funds Rate
----
for any longer period. Such interest shall be payable to the Agent for its
own account for the period commencing on the date of the Delinquent Payment
and ending on the date the Delinquent Lender reimburses the Agent on
account of the Delinquent Payment (to the extent not paid by any Obligor as
provided below) and the accrued interest thereon (the "Delinquency
-----------
Period"), whether pursuant to the assignments referred to below or
-------
otherwise. Upon notice by the Agent after any such Delinquent Payment is
more than three days overdue, the Company will pay to the Agent the
principal (but not the interest) portion of the Delinquent Payment. During
the Delinquency Period, in order to make reimbursements for the Delinquent
Payment and accrued interest thereon, the Delinquent Lender shall be deemed
to have assigned to the Agent all interest, commitment fees and other
payments made by the Company under Section 3 that would have thereafter
otherwise been payable under the Credit Documents to the Delinquent Lender.
During any other period in which any Lender is not performing its
obligations to extend credit under Section 2 (a "Nonperforming Lender"),
--------------------
the Nonperforming Lender shall be deemed to have assigned to each Lender
that is not a Nonperforming Lender (a "Performing Lender") all principal
-----------------
and other payments made by the Company under Section 4 that would have
thereafter otherwise been payable under the Credit Documents to the
Nonperforming Lender. The Agent shall credit a portion of such payments to
each Performing Lender in an amount equal to the Percentage Interest of
such Performing Lender in an amount equal to the Percentage Interest of
such Performing Lender divided by one minus the Percentage Interest of the
-----
Nonperforming Lender until the respective portions of the Loan owed to all
the Lenders are the same as the Percentage Interests of the Lenders
immediately prior to the failure of the Nonperforming Lender to perform its
obligations under Section 2. The foregoing provisions shall be in addition
to any other remedies the Agent, the Performing Lenders or the Company may
have under law or equity against the Delinquent Lender as a result of the
Delinquent Payment or against the Nonperforming Lender as a result of its
failure to perform its obligations under Section 2.

10.5. Sharing of Payments, etc. Each Lender agrees that (a) if by
-------------------------
exercising any right of set-off or counterclaim or otherwise, it shall receive
payment of (i) a proportion of the aggregate amount due with respect to its
Percentage Interest in the Loan and Letter of Credit Exposure which is greater
than (ii) the proportion received by any other Lender in respect of the
aggregate amount due with respect to such other Lender's Percentage Interest in
the Loan and Letter of Credit Exposure and (b) if such inequality shall continue
for more than 10 days, the Lender receiving such proportionately greater payment
shall purchase participations in the Percentage Interests in the Loan and Letter
of Credit Exposure held by the other Lenders, and such other adjustments shall
be made from time to time (including rescission of such purchases of
participations in the event the unequal payment originally received is recovered
from such Lender through bankruptcy proceedings or otherwise), as may be
required so that all such payments of principal and interest with respect to the
Loan and Letter of Credit Exposure held

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by the Lenders shall be shared by the Lenders pro rata in accordance with their
respective Percentage Interests; provided, however, that this Section 10.5 shall
-------- -------
not impair the right of any Lender to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of Indebtedness of any Obligor other than such Obligor's Indebtedness
with respect to the Loan and Letter of Credit Exposure. Each Lender that grants
a participation in the Credit Obligations to a Credit Participant shall require
as a condition to the granting of such participation that such Credit
Participant agree to share payments received in respect of the Credit
Obligations as provided in this Section 10.5. The provisions of this Section
10.5 are for the sole and exclusive benefit of the Lenders and no failure of any
Lender to comply with the terms hereof shall be available to any Obligor as a
defense to the payment of the Credit Obligations.

10.6. Amendments, Consents, Waivers, etc. Except as otherwise set forth
----------------------------------
herein, the Agent may (and upon the written request of the Required Lenders the
Agent shall) take or refrain from taking any action under this Agreement or any
other Credit Document, including giving its written consent to any modification
of or amendment to and waiving in writing compliance with any covenant or
condition in this Agreement or any other Credit Document (other than an Interest
Rate Protection Agreement) or any Default or Event of Default, all of which
actions shall be binding upon all of the Lenders; provided, however, that:
-------- -------

(a) Except as provided below, without the written consent of the
Lenders owning at least 60% of the Percentage Interests (disregarding the
Percentage Interest of any Delinquent Lender during the existence of a
Delinquency Period or of any Nonperforming Lender so long as such Lender is
treated equally with the other Lenders with respect to any actions
enumerated below), no written modification of, amendment to, consent with
respect to, waiver of compliance with or waiver of a Default under, any of
the Credit Documents (other than an Interest Rate Protection Agreement)
shall be made.

(b) Without the written consent of such Lenders as own 100% of the
Percentage Interests (disregarding the Percentage Interest of any
Delinquent Lender during the existence of a Delinquency Period or of any
Nonperforming Lender so long as such Lender is treated equally with the
other Lenders with respect to any actions enumerated below):

(i) No reduction shall be made in (A) the amount of
principal of the Loan or reimbursement obligations for payments made
under Letters of Credit, (B) the interest rate on the Loan (other
than amendments and waivers approved by the Required Lenders that
modify defined terms used in calculating the Applicable Margin or
Consolidated Excess Cash Flow or that waive an increase in the
Applicable Rate as a result of an Event of Default) or (C) the
Letter of Credit fees or commitment fees with respect to the credit
facility provided herein.

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(ii) No change shall be made in the stated, scheduled time of
payment of all or any portion of the Loan (other than amendments and
waivers approved by the Required Lenders that modify defined terms
used in calculating the Applicable Margin or Consolidated Excess
Cash Flow) or interest thereon or reimbursement of payments made
under Letters of Credit or fees relating to any of the foregoing
payable to all of the Lenders and no waiver shall be made of any
Default under Section 8.1.1.

(iii) No increase shall be made in the amount, or extension of
the term, of the stated Commitments beyond that provided for under
Section 2.

(iv) No alteration shall be made of the Lenders' rights of
set-off contained in Section 8.2.4.

(v) No release of all or a material portion of the Credit
Security or of the Guarantors shall be made (in any event the Agent
may release particular items of Credit Security or particular
Guarantors in dispositions permitted by Section 6.11 or releases
permitted by Section 6.20.3, including amendments thereto approved
by the Required Lenders, and may release all Credit Security
pursuant to Section 17 upon payment in full of the Credit
Obligations and termination of the Commitments without the written
consent of the Lenders).

(vi) No amendment to or modification of this Section 10.6(b)
shall be made.

(c) Without the written consent of such Lenders owning at least
60% of the Percentage Interests in a particular Tranche (disregarding the
Percentage Interest of any Delinquent Lender during the existence of a
Delinquency Period or of any Nonperforming Lender so long as such Lender is
treated equally with the other Lenders with respect to any actions
enumerated below) voting as a separate class, no change may be made in the
allocation of mandatory prepayments under Section 4.3 between the Term Loan
and the Revolving Loan.

10.7. Agent's Resignation. The Agent may resign at any time by giving at
-------------------
least 60 days' prior written notice of its intention to do so to each of the
Lenders and the Company and upon the appointment by the Required Lenders of a
successor Agent satisfactory to the Company. If no successor Agent shall have
been so appointed and shall have accepted such appointment within 45 days after
the retiring Agent's giving of such notice of resignation, then the retiring
Agent may with the consent of the Company, which shall not be unreasonably
withheld, appoint a successor Agent which shall be a bank or a trust company
organized under the laws of the United States of America or any state thereof
and having a combined capital, surplus and undivided profit of at least
$200,000,000; provided, however, that any successor
-------- -------

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Agent appointed under this sentence may be removed upon the written request of
the Required Lenders, which request shall also appoint a successor Agent
reasonably satisfactory to the Company. Upon the appointment of a new Agent
hereunder, the term "Agent" shall for all purposes of this Agreement thereafter
mean such successor. After any retiring Agent's resignation hereunder as Agent,
or the removal hereunder of any successor Agent, the provisions of this
Agreement shall continue to inure to the benefit of such retiring or removed
Agent as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

10.8. Concerning the Agent.
--------------------

10.8.1. Action in Good Faith, etc. The Agent and its officers,
-------------------------
directors, employees and agents shall be under no liability to any of the
Lenders or to any future holder of any interest in the Credit Obligations
for any action or failure to act taken or suffered in good faith, and any
action or failure to act in accordance with an opinion of its counsel shall
conclusively be deemed to be in good faith. The Agent shall in all cases be
entitled to rely, and shall be fully protected in relying, on instructions
given to the Agent by the Required Lenders.

10.8.2. No Implied Duties, etc. The Agent shall have and may
----------------------
exercise such powers as are specifically delegated to the Agent under this
Agreement or any other Credit Document together with all other powers
incidental thereto. The Agent shall have no implied duties to any Person or
any obligation to take any action under this Agreement or any other Credit
Document except for action specifically provided for in this Agreement or
any other Credit Document to be taken by the Agent. Before taking any
action under this Agreement or any other Credit Document, the Agent may
request an appropriate specific indemnity reasonably satisfactory to it
from each Lender in addition to the general indemnity provided for in
Section 10.11 (but not extending to actions or omissions by the Agent
constituting gross negligence or willful misconduct). Until the Agent has
received such specific indemnity, the Agent shall not be obligated to take
(although it may in its sole discretion take) any such action under this
Agreement or any other Credit Document. Each Lender confirms that the Agent
does not have a fiduciary relationship to it under the Credit Documents.
Each of the Company and each Guarantor confirms that neither the Agent nor
any other Lender has a fiduciary relationship to it under the Credit
Documents.

10.8.3. Validity, etc. The Agent shall not be responsible to any
-------------
Lender or any future holder of any interest in the Credit Obligations (a)
for the legality, validity, enforceability or effectiveness of this
Agreement or any other Credit Document, (b) for any recitals, reports,
representations, warranties or statements contained in or made in
connection with this Agreement or any other Credit Document, (c) for the
existence or value of any assets included in any security for the Credit
Obligations, (d) for the effectiveness of any Lien purported to be included
in the Credit Security, (e) for the

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specification or failure to specify any particular assets to be included in
the Credit Security, or (f) unless the Agent shall have failed to comply
with Section 10.8.1, for the perfection of the security interests in the
Credit Security.

10.8.4. Compliance. The Agent shall not be obligated to ascertain
----------
or inquire as to the performance or observance of any of the terms of this
Agreement or any other Credit Document; and in connection with any
extension of credit under this Agreement or any other Credit Document, the
Agent shall be fully protected in relying on a certificate of the Company
as to the fulfillment by the Company of any conditions to such extension of
credit.

10.8.5. Employment of Agents and Counsel. The Agent may execute any
--------------------------------
of its duties as Agent under this Agreement or any other Credit Document by
or through employees, agents and attorneys-in-fact and shall not be
responsible to any of the Lenders, the Company or any other Obligor for the
default or misconduct of any such agents or attorneys-in-fact selected by
the Agent acting in good faith. The Agent shall be entitled to advice of
counsel concerning all matters pertaining to the agency hereby created and
its duties hereunder or under any other Credit Document.

10.8.6. Reliance on Documents and Counsel. The Agent shall be
---------------------------------
entitled to rely, and shall be fully protected in relying, upon any
affidavit, certificate, cablegram, consent, instrument, letter, notice,
order, document, statement, telecopy, telegram, telex or teletype message
or writing reasonably believed in good faith by the Agent to be genuine and
correct and to have been signed, sent or made by the Person in question,
including any telephonic or oral statement made by such Person, and, with
respect to legal matters, upon an opinion or the advice of counsel selected
by the Agent.

10.8.7. Agent's Reimbursement. Each of the Lenders severally agrees
---------------------
to reimburse the Agent, pro rata in accordance with such Lender's
Percentage Interest, for any reasonable expenses not reimbursed by the
Company or the Guarantors (without limiting the obligation of the Company
or the Guarantors to make such reimbursement): (a) for which the Agent is
entitled to reimbursement by the Company or the Guarantors under this
Agreement or any other Credit Document, and (b) after the occurrence of a
Default, for any other reasonable expenses incurred by the Agent on the
Lenders' behalf in connection with the enforcement of the Lenders' rights
under this Agreement or any other Credit Document; provided, however, that
-------- -------
the Agent shall not be reimbursed for any such expenses arising as a result
of its gross negligence or willful misconduct.

10.9. Rights as a Lender. With respect to any credit extended by it
------------------
hereunder, BankBoston shall have the same rights, obligations and powers
hereunder as any other Lender and may exercise such rights and powers as though
it were not the Agent, and unless the context otherwise specifies, BankBoston
shall be treated in its individual capacity as though it

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were not the Agent hereunder. Without limiting the generality of the foregoing,
the Percentage Interest of BankBoston shall be included in any computations of
Percentage Interests. BankBoston and its Affiliates may accept deposits from,
lend money to, act as trustee for and generally engage in any kind of banking or
trust business with the Company, any of its Subsidiaries or any Affiliate of any
of them and any Person who may do business with or own an equity interest in the
Company, any of its Subsidiaries or any Affiliate of any of them, all as if
BankBoston were not the Agent and without any duty to account therefor to the
other Lenders.

10.10. Independent Credit Decision. Each of the Lenders acknowledges that
---------------------------
it has independently and without reliance upon the Agent, based on the financial
statements and other documents referred to in Section 7.2, on the other
representations and warranties contained herein and on such other information
with respect to the Company and its Subsidiaries as such Lender deemed
appropriate, made such Lender's own credit analysis and decision to enter into
this Agreement and to make the extensions of credit provided for hereunder. Each
Lender represents to the Agent that such Lender will continue to make its own
independent credit and other decisions in taking or not taking action under this
Agreement or any other Credit Document. Each Lender expressly acknowledges that
neither the Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
such Lender, and no act by the Agent taken under this Agreement or any other
Credit Document, including any review of the affairs of the Company and its
Subsidiaries, shall be deemed to constitute any representation or warranty by
the Agent. Except for notices, reports and other documents expressly required to
be furnished to each Lender by the Agent under this Agreement or any other
Credit Document, the 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, or creditworthiness of
the Company or any Subsidiary which may come into the possession of the Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

10.11. Indemnification. The Lenders shall severally indemnify the Agent
---------------
and its officers, directors, employees, agents, attorneys, accountants,
consultants and controlling Persons (to the extent not reimbursed by the
Obligors and without limiting the obligation of any of the Obligors to do so),
pro rata in accordance with their respective Percentage Interests, 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 be imposed on, incurred by or asserted against
the Agent or such Persons relating to or arising out of this Agreement, any
other Credit Document, the transactions contemplated hereby or thereby, or any
action taken or omitted by the Agent in connection with any of the foregoing;
provided, however, that the foregoing shall not extend to actions or omissions
-------- -------
which are taken by the Agent with gross negligence or willful misconduct.

11. SUCCESSORS AND ASSIGNS; LENDER ASSIGNMENTS AND PARTICIPATIONS. Any
-------------------------------------------------------------
reference in this Agreement or any other Credit Document to any of

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the parties hereto shall be deemed to include the successors and assigns of such
party, and all covenants and agreements by or on behalf of the Company, the
other Obligors, the Agent or the Lenders that are contained in this Agreement or
any other Credit Document shall bind and inure to the benefit of their
respective successors and assigns; provided, however, that (a) the Company and
-------- -------
its Subsidiaries may not assign their rights or obligations under this Agreement
or any other Credit Document except for mergers or liquidations permitted by
Section 6.11, and (b) the Lenders shall be not entitled to assign their
respective Percentage Interests in the credits extended hereunder or their
Commitments except as set forth below in this Section 11.

11.1. Assignments by Lenders.
----------------------

11.1.1. Assignees and Assignment Procedures. Each Lender may (a)
-----------------------------------
without the consent of the Agent or the Company if the proposed assignee is
already a Lender hereunder, a Related Fund or a Wholly Owned Subsidiary of
the same corporate parent of which the assigning Lender or any other Lender
is a Subsidiary, or (b) otherwise with the consent of the Agent and, so
long as no Event of Default exists, with the consent of the Company (which
consent shall not be unreasonably withheld), in compliance with applicable
laws in connection with such assignment, assign to one or more commercial
banks, investment companies other financial institutions or mutual funds
(each, an "Assignee") all or a portion of its interests, rights and
--------
obligations under this Agreement and the other Credit Documents, including
all or a portion, which need not be pro rata between the Revolving Loan,
Term Loan and the Letter of Credit Exposure, of its Commitment, the portion
of the Loan and Letter of Credit Exposure at the time owing to it and the
Notes held by it, but excluding its rights and obligations as a Letter of
Credit Issuer; provided, however, that:
-------- -------

(i) the aggregate amount of the Commitment of the
assigning Lender subject to each such assignment to any Assignee
other than another Lender, a Related Fund or a Wholly Owned
Subsidiary of the same corporate parent of which the assigning
Lender or any other Lender is a Subsidiary (determined as of the
date the Assignment and Acceptance with respect to such assignment
is delivered to the Agent) shall be not less than $5,000,000 and in
increments of $1,000,000 (or, if less, the entire remaining amount
of the assigning Lender's Commitment); and

(ii) the parties to each such assignment shall execute and
deliver to the Agent an Assignment and Acceptance (the "Assignment
----------
and Acceptance") substantially in the form of Exhibit 11.1.1,
--------------
together with the Note subject to such assignment and, except in the
event of a transfer pursuant to Section 11.3, a processing and
recordation fee of $3,000 payable to the Agent by the assigning
Lender or the Assignee.

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Upon acceptance and recording pursuant to Section 11.1.4, from and after
the effective date specified in each Assignment and Acceptance (which
effective date shall be at least five Banking Days after the execution
thereof unless waived by the Agent):

(A) the Assignee shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and

(B) the assigning Lender shall, to the extent provided in such
assignment, be released from its obligations (but not its
accrued liabilities) 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 Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections
3.2.4, 3.5 and 9, as well as to any fees accrued for its
account hereunder and not yet paid).

11.1.2. Terms of Assignment and Acceptance. By executing and
----------------------------------
delivering an Assignment and Acceptance, the assigning Lender and Assignee
shall be deemed to confirm to and agree with each other and the other
parties hereto as follows:

(a) other than the representation and warranty that it is the legal
and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim, such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement
or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, any other Credit Document or any
other instrument or document furnished pursuant hereto;

(b) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Company and its Subsidiaries or the performance or observance by the
Company or any of its Subsidiaries of any of its obligations under this
Agreement, any other Credit Document or any other instrument or document
furnished pursuant hereto;

(c) such Assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 7.2 or Section 6.4 and such other documents
and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance;

(d) such Assignee will independently and without reliance upon the
Agent, such assigning Lender or any other Lender, and based on such
documents and

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information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement;

(e) such Assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Agent by the terms hereof, together with
such powers as are reasonably incidental thereto; and

(f) such Assignee agrees that it will perform in accordance with
the terms of this Agreement all the obligations which are required to be
performed by it as a Lender.

11.1.3. Register. The Agent shall maintain at the Boston Office a
--------
register (the "Register") for the recordation of (a) the names and
--------
addresses of the Lenders and the Assignees which assume rights and
obligations pursuant to an assignment under Section 11.1.1, (b) the
Percentage Interest of each such Lender as set forth in Exhibit 10.1 and
(c) the amount of the Loan and Letter of Credit Exposure owing to each
Lender from time to time. The entries in the Register shall be conclusive,
in the absence of manifest error, and the Company, the Agent and the
Lenders may treat each Person whose name is registered therein for all
purposes as a party to this Agreement. The Register shall be available for
inspection by the Company or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

11.1.4. Acceptance of Assignment and Assumption. Upon its receipt of
---------------------------------------
a completed Assignment and Acceptance executed by an assigning Lender and
an Assignee (and any necessary consent of the Company) together with the
Note subject to such assignment, and the processing and recordation fee
referred to in Section 11.1.1, the Agent shall (a) accept such Assignment
and Acceptance, (b) record the information contained therein in the
Register and (c) give prompt notice thereof to the Company. Within five
Banking Days after receipt of notice, the Company, at its own expense,
shall execute and deliver to the Agent, in exchange for the surrendered
Note, a new Note to the order of such Assignee in a principal amount equal
to the applicable Commitment and Loan assumed by it pursuant to such
Assignment and Acceptance and, if the assigning Lender has retained a
Commitment and Loan, a new Note to the order of such assigning Lender in a
principal amount equal to the applicable Commitment and Loan retained by
it. Such new Note shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Note, and shall be dated the
date of the surrendered Note which it replaces.

11.1.5. Federal Reserve Bank. Notwithstanding the foregoing
--------------------
provisions of this Section 11, any Lender may at any time pledge or assign
all or any portion of such Lender's rights under this Agreement and the
other Credit Documents to a Federal Reserve Bank; provided, however, that
-------- -------
no such pledge or assignment shall release such Lender from such Lender's
obligations hereunder or under any other Credit Document.

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11.1.6. Further Assurances. The Company and its Subsidiaries shall
------------------
sign such documents and take such other actions from time to time
reasonably requested by an Assignee to enable it to share in the benefits
of the rights created by the Credit Documents.

11.2. Credit Participants. Each Lender may, without the consent of the
-------------------
Company or the Agent, in compliance with applicable laws in connection with such
participation, sell to one or more commercial banks, other financial
institutions or mutual funds (each a "Credit Participant") participations in all
------------------
or a portion of its interests, rights and obligations under this Agreement and
the other Credit Documents (including all or a portion of its Commitment, the
Loan and Letter of Credit Exposure owing to it and the Note held by it);
provided, however, that:
-------- -------

(a) such Lender's obligations under this Agreement shall remain
unchanged;

(b) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations;

(c) the Credit Participant shall be entitled to the benefit of the
cost protection provisions contained in Sections 3.2.4, 3.5 and 9, but
shall not be entitled to receive any greater payment thereunder than the
selling Lender would have been entitled to receive with respect to the
interest so sold if such interest had not been sold; and

(d) the Company, the Agent and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement, and such Lender shall retain
the sole right as one of the Lenders to vote with respect to the
enforcement of the obligations of the Obligors relating to the Loan and
Letter of Credit Exposure and the approval of any amendment, modification
or waiver of any provision of this Agreement (other than amendments,
modifications, consents or waivers described in clause (b) of the proviso
to Section 10.6).

Each Obligor agrees, to the fullest extent permitted by applicable law, that any
Credit Participant and any Lender purchasing a participation from another Lender
pursuant to Section 10.5 may exercise all rights of payment (including the right
of set-off), with respect to its participation as fully as if such Credit
Participant or such Lender were the direct creditor of the Obligors and a Lender
hereunder in the amount of such participation.

11.3. Replacement of Lender. In the event that any Lender or, to the
---------------------
extent applicable, any Credit Participant (the "Affected Lender"):
---------------

(a) fails to perform its obligations to fund any portion of the
Loan or to issue any Letter of Credit on any Closing Date when required to
do so by the terms of the

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Credit Documents, or fails to provide its portion of any Eurodollar Pricing
Option pursuant to Section 3.2.1 or on account of a Legal Requirement as
contemplated by Section 3.2.5;

(b) demands payment under the provisions of Section 3.5 in an amount
materially in excess of the amounts with respect thereto demanded by the
other Lenders;

(c) refuses to consent to a proposed extension of the Final Maturity
Date that is consented to by all of the other Lenders; or

(d) refuses to consent to a proposed amendment, modification, waiver
or other action requiring consent of the holders of 100% of the Percentage
Interests under Section 10.6(b) that is consented to by all of the other
Lenders;

then, so long as no Event of Default exists, the Company shall have the right to
seek a replacement lender which is reasonably satisfactory to the Agent (the
"Replacement Lender"). The Replacement Lender shall purchase the interests of
------------------
the Affected Lender in the Loan, Letters of Credit and its Commitment and shall
assume the obligations of the Affected Lender hereunder and under the other
Credit Documents upon execution by the Replacement Lender of an Assignment and
Acceptance and the tender by it to the Affected Lender of a purchase price
agreed between it and the Affected Lender (or, if they are unable to agree, a
purchase price in the amount of the Affected Lender's Percentage Interest in the
Loan and Letter of Credit Exposure, or appropriate credit support for contingent
amounts included therein, and all other outstanding Credit Obligations then owed
to the Affected Lender). No assignment fee pursuant to Section 11.1.1(ii) shall
be required in connection with such assignment. Such assignment by any Affected
Lender who has performed its obligations under this Agreement shall be deemed an
early termination of any Eurodollar Pricing Option to the extent of the Affected
Lender's portion thereof, and the Company will pay to the Affected Lender any
resulting amounts due under Section 3.2.4. Upon consummation of such
assignment, the Replacement Lender shall become party to this Agreement as a
signatory hereto and shall have all the rights and obligations of the Affected
Lender under this Agreement and the other Credit Documents with a Percentage
Interest equal to the Percentage Interest of the Affected Lender, the Affected
Lender shall be released from its obligations hereunder and under the other
Credit Documents, other than any obligations with respect to any claim that the
Company or any of its Subsidiaries may have against the Affected Lender arising
out of the failure of such Affected Lender to perform its obligations to fund
any portion of the Loan or to issue any Letter of Credit when required to do so
by the terms of the Credit Documents, and no further consent or action by any
party shall be required. Upon the consummation of such assignment, the Company,
the Agent and the Affected Lender shall make appropriate arrangements so that a
new Note is issued to the Replacement Lender if it has acquired a portion of the
Loan. The Company and the Guarantors shall sign such documents and take such
other actions reasonably requested by the Replacement Lender to enable it to
share in the benefits of the rights created

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by the Credit Documents. Until the consummation of an assignment in accordance
with the foregoing provisions of this Section 11.3, the Company shall continue
to pay to the Affected Lender any Credit Obligations as they become due and
payable.

12. CONFIDENTIALITY. Each Lender will make no disclosure of confidential
---------------
information furnished to it by the Company or any of its Subsidiaries unless
such information shall have become public, except:

(a) in connection with operations under or the enforcement of this
Agreement or any other Credit Document to Persons who have a reasonable
need to be furnished such confidential information and who agree to comply
with the restrictions contained in this Section 12 with respect to such
information;

(b) pursuant to any statutory or regulatory requirement or any
mandatory court order, subpoena or other legal process;

(c) to any parent or corporate Affiliate of such Lender or to any
Credit Participant, proposed Credit Participant or proposed Assignee;
provided, however, that any such Person shall agree to comply with the
-------- -------
restrictions set forth in this Section 12 with respect to such information;

(d) to its independent counsel, auditors and other professional
advisors with an instruction to such Person to keep such information
confidential; and

(e) with the prior written consent of the Company, to any other
Person.

13. FOREIGN LENDERS. If any Lender is not incorporated or organized under
---------------
the laws of the United States of America or a state thereof, such Lender shall
deliver to the Company and the Agent the following:

(a) Two duly completed copies of United States Internal Revenue
Service Form 1001 or 4224 or successor form, as the case may be, certifying
in each case that such Person is entitled to receive payments under this
Agreement, the Notes and reimbursement obligations under Letters of Credit
payable to it, without deduction or withholding of any United States
federal income taxes; provided, however, that if such Lender is not a
-------- -------
"bank" within the meaning of section 881(c)(3)(A) of the Code and cannot
deliver Form 1001 or 4224, such Lender shall deliver to the Company and the
Agent a certificate to such effect; and

(b) A duly completed Internal Revenue Service Form W-8 or W-9 or
successor form, as the case may be, to establish an exemption from United
States backup withholding tax.

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Each such Lender that delivers to the Company and the Agent a Form 1001 or
4224 and Form W-8 or W-9 pursuant to this Section 13 further undertakes to
deliver to the Company and the Agent two further copies of Form 1001 or 4224 and
Form W-8 or W-9, or successor applicable form, or other manner of certification,
as the case may be, on or before the date that any such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Company and the Agent. Such Forms
1001 or 4224 shall certify that such Lender is entitled to receive payments
under this Agreement without deduction or withholding of any United States
federal income taxes. The foregoing documents need not be delivered in the
event any change in treaty, law or regulation or official interpretation thereof
has occurred which renders all such forms inapplicable or which would prevent
such Lender from delivering any such form with respect to it, or such Lender
advises the Company that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax and, in the case of
a Form W-8 or W-9, establishing an exemption from United States backup
withholding tax. Until such time as the Company and the Agent have received
such forms indicating that payments hereunder are not subject to United States
withholding tax or are subject to such tax at a rate reduced by an applicable
tax treaty, the Company shall withhold taxes from such payments at the
applicable statutory rate without regard to Section 3.5.

14. NOTICES. Except as otherwise specified in this Agreement or any other
-------
Credit Document, any notice required to be given pursuant to this Agreement or
any other Credit Document shall be given in writing. Any notice, consent,
approval, demand or other communication in connection with this Agreement or any
other Credit Document shall be deemed to be given if given in writing (including
telex, telecopy or similar teletransmission) addressed as provided below (or to
the addressee at such other address as the addressee shall have specified by
notice actually received by the addressor), and if either (a) actually delivered
in fully legible form to such address (evidenced in the case of a telex by
receipt of the correct answer back) or (b) in the case of a letter, unless
actual receipt of the notice is required by any Credit Document five days shall
have elapsed after the same shall have been deposited in the United States
mails, with first-class postage prepaid and registered or certified.

If to the Company or any of its Subsidiaries, to it at its address set
forth in Exhibit 7.1 (as supplemented pursuant to Sections 6.4.1 and 6.4.2), to
the attention of the chief financial officer.

If to any Lender or the Agent, to it at its address set forth on the
signature pages of this Agreement or in the Register, with a copy to the Agent.

15. COURSE OF DEALING; AMENDMENTS AND WAIVERS. No course of dealing between
-----------------------------------------
any Lender or the Agent, on one hand, and the Company or any other Obligor, on
the other hand, shall operate as a waiver of any of the Lenders', the Agent's,
the Company's or any other Obligor's rights under this Agreement or any other
Credit Document or with respect to the Credit Obligations. Each of the Company
and the Guarantors acknowledges that if the

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Lenders or the Agent, without being required to do so by this Agreement or any
other Credit Document, give any notice or information to, or obtain any consent
from, the Company or any other Obligor, the Lenders and the Agent shall not by
implication have amended, waived or modified any provision of this Agreement or
any other Credit Document, or created any duty to give any such notice or
information or to obtain any such consent on any future occasion. Each of the
Lenders acknowledges that if the Company or any of its Subsidiaries, without
being required to do so by thi s Agreement or any other Credit Document, gives
any notice or information to, or obtains any consent from, any of the Lenders,
neither the Company nor any of the other Obligors shall by implication have
amended, waived or modified any provision of this Agreement or any other Credit
Document, or created any duty to give any such notice or information or to
obtain any such consent on any future occasion. No delay or omission on the part
of any Lender, the Agent, the Company or any other Obligor in exercising any
right under this Agreement or any other Credit Document or with respect to the
Credit Obligations shall operate as a waiver of such right or any other right
hereunder or thereunder. A waiver on any one occasion shall not be construed as
a bar to or waiver of any right or remedy on any future occasion. No waiver,
consent or amendment with respect to this Agreement or any other Credit Document
shall be binding unless it is in writing and signed by the Agent or the Required
Lenders.

16. NO STRICT CONSTRUCTION. The parties have participated jointly in the
----------------------
negotiation and drafting of this Agreement and the other Credit Documents with
counsel sophisticated in financing transactions. In the event an ambiguity or
question of intent or interpretation arises, this Agreement and the other Credit
Documents shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement and the other
Credit Documents.

17. DEFEASANCE. When all Credit Obligations have been paid, performed and
----------
reasonably determined by the Lenders to have been indefeasibly discharged in
full, and if at the time no Lender continues to be committed to extend any
credit to the Company hereunder or under any other Credit Document, this
Agreement and the other Credit Documents shall terminate and, at the Company's
written request, accompanied by such certificates and other items as the Agent
shall reasonably deem necessary, the Credit Security shall revert to the
Obligors and the right, title and interest of the Lenders therein shall
terminate. Thereupon, on the Obligors' demand and at their cost and expense,
the Agent shall execute proper instruments, acknowledging satisfaction of and
discharging this Agreement and the other Credit Documents, and shall redeliver
to the Obligors any Credit Security then in its possession; provided, however,
-------- -------
that Sections 3.2.4, 3.5, 9, 10.8.7, 10.11, 12, 18 and 19 shall survive the
termination of this Agreement.

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18. VENUE; SERVICE OF PROCESS. Each of the Company and the other Obligors:
-------------------------

(a) Irrevocably submits to the nonexclusive jurisdiction of the
state courts of The Commonwealth of Massachusetts and to the nonexclusive
jurisdiction of the United States District Court for the District of
Massachusetts for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement or any other Credit Document or
the subject matter hereof or thereof.

(b) Waives to the extent not prohibited by applicable law that
cannot be waived, and agrees not to assert, by way of motion, as a defense
or otherwise, in any such proceeding brought in any of the above-named
courts, any claim that it is not subject personally to the jurisdiction of
such court, that its property is exempt or immune from attachment or
execution, that such proceeding is brought in an inconvenient forum, that
the venue of such proceeding is improper, or that this Agreement or any
other Credit Document, or the subject matter hereof or thereof, may not be
enforced in or by such court.

Each of the Company and the other Obligors consents to service of process in any
such proceeding in any manner at the time permitted by Chapter 223A of the
General Laws of The Commonwealth of Massachusetts and agrees that service of
process by registered or certified mail, return receipt requested, at its
address specified in or pursuant to Section 14 and addressed to the attention of
its general counsel is reasonably calculated to give actual notice.

19. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
--------------------
THAT CANNOT BE WAIVED, EACH OF THE COMPANY, THE OTHER OBLIGORS, THE AGENT AND
THE LENDERS WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF
ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY CREDIT OBLIGATION OR IN
ANY WAY CONNECTED WITH THE DEALINGS OF THE LENDERS, THE AGENT, THE COMPANY OR
ANY OTHER OBLIGOR IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. Each
of the Company and the other Obligors acknowledges that it has been informed by
the Agent that the provisions of this Section 19 constitute a material
inducement upon which each of the Lenders has relied and will rely in entering
into this Agreement and any other Credit Document, and that it has reviewed the
provisions of this Section 19 with its counsel. Each of the Lenders
acknowledges that it has been informed by the Company that the provisions of
this Section 19 constitute a material inducement upon which the Company and each
of the other Obligors have relied and will rely in entering into this Agreement
and any other Credit Document, and that it has reviewed the provisions of this
Section 19 with its counsel. Any Lender, the Agent, the Company or any other
Obligor may file an original

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counterpart or a copy of this Section 19 with any court as written evidence of
the consent of the Company, the other Obligors, the Agent and the Lenders to the
waiver of their rights to trial by jury.

20. GENERAL. Time is (and shall be) of the essence in this Agreement and the
-------
other Credit Documents. All covenants, agreements, representations and
warranties made in this Agreement or any other Credit Document or in
certificates delivered pursuant hereto or thereto shall be deemed to have been
relied on by each Lender, notwithstanding any investigation made by any Lender
on its behalf, and shall survive the execution and delivery to the Lenders
hereof and thereof. The invalidity or unenforceability of any provision hereof
shall not affect the validity or enforceability of any other provision hereof,
and any invalid or unenforceable provision shall be modified so as to be
enforced to the maximum extent of its validity or enforceability. The headings
in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. This Agreement and the other Credit
Documents constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and contemporaneous
understandings and agreements, whether written or oral. This Agreement may be
executed in any number of counterparts which together shall constitute one
instrument. This Agreement shall be governed by and construed in accordance
with the laws (other than the conflict of laws rules) of The Commonwealth of
Massachusetts.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.

SBA COMMUNICATIONS CORPORATION

By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Title: Senior Vice President

SBA COMMUNICATIONS INTERNATIONAL, INC.
SBA CONSTRUCTION ACQUISITION, INC.
SBA, INC.
SBA LEASING, INC.
SBA SUBSIDIARY HOLDINGS, INC.
SBA TOWERS FLORIDA, INC.
SBA TOWERS GEORGIA, INC.
SBA TOWERS, INC.
SBA TOWERS KENTUCKY, INC.
SBA TOWERS NEBRASKA, INC.
SBA TOWERS NEW YORK, INC.
SBA TOWERS OREGON, INC.

By /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
As Senior Vice President or Vice President
of each of the foregoing corporations

BANKBOSTON, N.A.

By /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------
Title: Director

BANKBOSTON, N.A.
Media & Communications Division
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Telex: 940581

-00-

XXXXXX XXXXXXX

By /s/ Xxxxxxx Xxxxxx
--------------------------------
Title: Director

By /s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Director

BANQUE PARIBAS
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

FIRST UNION NATIONAL BANK

By /s/ Xxxxx Xxxxxx
--------------------------------
Title: Senior Vice President

FIRST UNION NATIONAL BANK
Xxx Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000

FLEET NATIONAL BANK

By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: A.V.P.

FLEET NATIONAL BANK
One Federal Street
MA of D 03D
Xxxxxx, Xxxxxxxxxxxxx 00000

XXXXXX COMMERCIAL PAPER INC.

By /s/ Xxxxxx X. Xxx
--------------------------------
Title: Authorized Signatory

XXXXXX COMMERCIAL PAPER INC.
3 World Financial Center, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

-00-

XXXXXXXX XXXX, XXXXXXX XXXXXXX, N.A.

By /s/ Xxxxx X. Xxxxxxx
----------------------------------
Title: Vice President

SUNTRUST BANK, CENTRAL FLORIDA, N.A.
000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000

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EXHIBIT 10.7 ------------------------------------------------------------------ -------------- ---------------------------------------------------------------- ---------------- SBA COMMUNICATIONS CORPORATION CREDIT AGREEMENT Dated as of August 8, 1997...

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