10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2005

OR

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

For the transition period from                      to                     

Commission file number: 000-30110

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Florida	65-0716501
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5900 Broken Sound Parkway NW Boca Raton, Florida	33487
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 995-7670

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Class A common stock, $.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  ¨ No  x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer    x Accelerated filer    ¨ Non-Accelerated filer    ¨

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

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $783.4 million as of June 30, 2005.

The number of shares outstanding of the Registrant’s common stock (as of March 6, 2006): Class A common stock — 85,738,634 shares

Documents Incorporated By Reference

Portions of the Registrant’s definitive proxy statement for its 2006 annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, 2005, are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

PART I

ITEM 1. BUSINESS

General

We are a leading independent owner and operator of wireless communications towers. We currently operate in the Eastern third of the United States, where substantially all of our towers are located. Our principal business line is our site leasing business. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own, manage or lease from others. The towers that we own have been constructed by us at the request of a wireless service provider, built or constructed based on our own initiative or acquired. As of December 31, 2005, we owned 3,304 towers in continuing operations. Our second business line is our site development business, through which we offer wireless service providers assistance in developing and maintaining their own wireless service networks.

Site Leasing Services

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts. We lease antenna space on the towers we have constructed, the towers we have acquired, and the towers we lease, sublease and/or manage for third parties. Our site leasing revenue comes from a variety of wireless service provider tenants, including Alltel, Cingular, Sprint Nextel, T-Mobile and Verizon Wireless. We believe our current tower portfolio positions us to take advantage of wireless service providers’ antenna and equipment deployment.

As of December 31, 2005, we owned 3,304 towers, up from 3,060 as of December 31, 2004. We currently believe that tower portfolio growth is the best use of our capital resources to provide our shareholders long-term value. Consequently, we are currently pursuing a limited new build program and tower acquisition program. Pursuant to these new initiatives, we built 36 towers and acquired 208 towers during 2005. The towers under our new build program will be constructed either (1) under build-to-suit arrangements or (2) in locations chosen by us. Under our build-to-suit arrangements, we build towers for wireless service providers at locations that they have identified. We retain ownership of the tower and the exclusive right to co-locate additional tenants on the tower. In addition, we intend on building towers on locations chosen by us. Based on our knowledge of our customers’ needs, we seek to identify attractive locations for new towers and complete pre-construction procedures necessary to secure the site concurrently with our leasing efforts. Our intent is that substantially all of our new builds will have at least one signed tenant lease on the day that it is completed and we expect that some will have multiple tenants. We currently intend to build 80 to 100 new towers during 2006. With respect to acquisitions, we intend to pursue towers that meet or exceed our internal guidelines regarding current and future potential returns and the impact of such acquisition on our leverage ratios. For each acquisition, we prepare various analyses that include (1) projections of a five-year internal rate of return, (2) review of available capacity for future lease up projections, and (3) summary of current and future tenant/technology mix.

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The table below provides information regarding the development and status of our tower portfolio over the past five years.

	For the year ended December 31,
	2005		2004		2003		2002		2001
Towers owned at beginning of period	3,066		3,093		3,877		3,734		2,390
Towers constructed	36		10		13		141		667
Towers acquired	208		5		—		53		677
Towers reclassified/disposed of (1)	(6	)	(42	)	(797	)	(51	)	—
Towers owned at end of period	3,304		3,066		3,093		3,877		3,734
Towers held for sale at end of period	—		6		47		837		815
Towers in continuing operations at end of period	3,304		3,060		3,046		3,040		2,919
Towers owned at end of period	3,304		3,066		3,093		3,877		3,734

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

As of December 31, 2005, we had 8,278 tenants on these 3,304 towers, or an average of 2.5 tenants per tower. Our lease contracts typically have terms of five years or more with multiple term tenant renewal options and provide for annual rent escalators.

Our site leasing business generates substantially all of our segment operating profit. As indicated in the chart below, our site leasing business generates 62% of our total revenue and represents 95% of our segment operating profit (as defined below).

	For the year ended December 31,
	2005			2004			2003
	(in thousands except for percentages)
Site leasing revenue	$	161,277		$	144,004		$	127,852
Site leasing segment operating profit	$	114,018		$	96,721		$	80,059
Percentage of total revenue		62.0	%		62.2	%		66.6	%
Site leasing operating profit percentage contribution of total operating profit		95.0	%		94.1	%		93.5	%

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

At December 31, 2005, our same tower revenue growth (defined as revenue growth for the most recent quarter compared to the comparable quarter in the prior year on towers owned at December 31, 2004 that we still owned at December 31, 2005) was 12% and our same tower site leasing segment operating profit growth was 18% on the 3,060 towers we owned as of December 31, 2004 and December 31, 2005.

Site Development Services

Our site development business is a corollary to our site leasing business, and provides us the ability to (1) keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue

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and (2) capture ancillary revenues that are generated by our site leasing activities, such as antenna installation and equipment installation at our tower locations. Our site development business consists of two segments, site development consulting and site development construction, through which we provide wireless service providers a full range of end-to-end services. We principally perform services for third parties in our core, historical areas of wireless expertise, specifically site acquisition, zoning, technical services and construction. In the consulting segment of our site development business, we offer clients the following range of services: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas; (4) support in buying or leasing of the location; and (5) assistance in obtaining zoning approvals and permits. In the construction segment of our site development business we provide a number of services, including, but not limited to the following: (1) tower and related site construction; (2) antenna installation; and (3) radio equipment installation, commissioning and maintenance. Personnel in our site development business also support our leasing and new tower build functions through an integrated plan across the divisions.

During 2004, we completed our previously announced plan to exit the services business in the Western portion of the United States based on our determination that this business was no longer beneficial to our site leasing business, as we had sold our tower portfolio in this region. Consequently, our services business is focused in the Northeast and Southeast regions of the U.S. In these regions, we are involved in major projects with most of the major wireless communications and services companies. Our site development customers include Bechtel Corporation, Cingular, General Dynamics, Sprint Nextel, T-Mobile and Verizon Wireless.

For financial information about our operating segments, please see Note 21 to our Consolidated Financial Statements included in this Form 10-K.

Business Strategy

Our primary strategy is to capture the maximum benefits from our position as a leading owner and operator of wireless communications towers. Key elements of our strategy include:

Focusing on Site Leasing Business with Stable, Recurring Revenues. We intend to continue to focus on and allocate substantially all of our capital resources to expanding our site leasing business due to its attractive characteristics such as long-term contracts, built-in rent escalators, high operating margins and low customer churn. The long-term nature of the revenue stream of our site leasing business makes it less volatile than our site development business, which is more reactive to changes in industry conditions. By focusing on our site leasing business, we believe that we can maintain a stable, recurring cash flow stream and reduce our exposure to cyclical changes in customer spending.

Maximizing Use of Tower Capacity. We generally have constructed or acquired towers that accommodate multiple tenants and a substantial majority of our towers are high capacity lattice or guyed towers. Most of our towers have significant capacity available for additional antennas and we believe that increased use of our towers can be achieved at a low incremental cost. We actively market space on our towers through our internal sales force.

Disciplined Growth of Tower Portfolio. We currently believe that the best use of our available capital resources is to use these funds to increase our tower portfolio. We intend to use our cash flow from operating activities and available liquidity, including borrowings, to build and/or acquire new towers at prices that we believe will be accretive to our shareholders both short and long-term and which allow us to maintain our target leverage ratios long-term. We intend to review all acquisition opportunities, both large and small, which meet our minimum target levels.

Controlling Expense Base. Over the last two years, we have successfully restructured our balance sheet to significantly reduce the interest expense associated with our indebtedness. We accomplished this by means of our equity offerings, redemption of 35% of the 9 ³/4% senior discount notes and the 8 ¹/2% senior notes and the issuance of $405.0 million of commercial mortgage pass-through certificates (“CMBS Certificates”), our first securitization transaction, which we refer to as the “CMBS Transaction”. We intend to continue to explore opportunities, including those that may be available in the asset-backed securitization market, to reduce our interest expense. Furthermore, we have, and intend to continue to purchase if available at commercially

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reasonable prices, the land that underlies our towers, as we believe that these purchases will increase our margins and minimize our exposure to increases in ground lease rents in the future. Due to the relatively young age of our towers, we believe that the maintenance and augmentation capital expenditures should be limited for the foreseeable future.

Using our Local Presence to Build Strong Relationships with Major Wireless Service Providers. Given the nature of towers as location specific communications facilities, we believe that substantially all of what we do is best done locally. Consequently, we have a broad field organization that allows us to develop and capitalize on our experience, expertise and relationships in each of our local markets which in turn enhances our customer relationships. Due to our presence in local markets, we believe we are well positioned to capture additional site leasing business and new tower build opportunities in our markets and identify and participate in site development projects across our markets.

Capitalizing on our Management Experience. Our management team has extensive experience in site leasing and site development services. Management believes that its industry expertise and strong relationships with wireless service providers will allow us to expand our position as a leading provider of site leasing and site development services.

Company Services

We provide our services on a local basis, through regional offices, territory offices and project offices, some of which are opened and closed on a project-by-project basis. Operationally, we are divided into two regions in the Eastern portion of the United States, run by vice presidents. Each region is divided into geographic territories run by local managers. Within each manager’s geographic area of responsibility, he or she is responsible for all site development operations, including hiring employees and opening or closing project offices, and a substantial portion of the sales in such area.

Our executive, corporate development, accounting, finance, human resources, legal and regulatory, information technology and site administration personnel, and our network operations center are located in our headquarters in Boca Raton, Florida. Certain sales, new tower build support and tower maintenance personnel are also located in our Boca Raton office.

Customers

Since commencing operations, we have performed site leasing and site development services for all of the large wireless service providers. The majority of our contracts have been for Personal Communications Systems, or PCS, enhanced specialized mobile radio, or ESMR, and cellular providers of wireless telephony services. We also serve wireless data and Internet, paging, PCS narrowband, specialized mobile radio, multi-channel multi-point distribution service, or MMDS, and multi-point distribution service, or MDS, wireless providers. In both our site development and site leasing businesses, we work with large national providers and smaller local, regional or private operators. We depend on a relatively small number of customers for our site leasing and site development revenues. The following customers represented at least 10% of our total revenues during at least one of the last three years:

	For the year ended December 31,
	2005		2004		2003
Cingular	25.5	%	22.7	%	20.3	%
Sprint Nextel	20.8	%	21.4	%	13.5	%
Bechtel Corporation	5.0	%	6.1	%	10.4	%

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During the past two years, we provided services for a number of customers, including:

Alltel	Sprint Nextel
Bechtel Corporation	Nextel Partners
Cingular	Nokia
Dobson Cellular Systems	PAC 17/A.F.L.
General Dynamics	Siemens
iPCS	T-Mobile
Leap Wireless	Triton PCS
MA - COMM	U.S. Cellular
Metro PCS	Verizon Wireless
Motorola

Sales and Marketing

Our sales and marketing goals are to:

• use existing relationships and develop new relationships with wireless service providers to lease antenna space on and sell related services with respect to our owned or managed towers, enabling us to grow our site leasing business; and

• successfully bid and win those site development services contracts that will contribute to our operating margins and/or provide a financial or strategic benefit to our site leasing business.

We approach sales on a company-wide basis, involving many of our employees. We have a dedicated sales force that is supplemented by members of our executive management team. Our dedicated salespeople are based regionally as well as in the corporate office. We also rely on our regional vice presidents, general managers and other operations personnel to sell our services and cultivate customers. Our strategy is to delegate sales efforts to those employees of ours who have the best relationships with our customers. Most wireless service providers have national corporate headquarters with regional and local offices. We believe that providers make most decisions for site development and site leasing services at the regional and local levels with input from their corporate headquarters. Our sales representatives work with provider representatives at the regional and local levels and at the national level when appropriate. Our sales staff compensation is heavily weighted to incentive-based goals and measurements. A substantial number of our operations personnel have revenue and gross profit-based incentive components in their compensation plans.

In addition to our marketing and sales staff, we rely upon our executive and operations personnel at the regional and territory office levels to identify sales opportunities within existing customer accounts.

Our primary marketing and sales support is centralized and directed from our headquarters office in Boca Raton, Florida and is supplemented by our regional and territory offices. We have a full-time staff dedicated to our marketing efforts. The marketing and sales support staff is charged with implementing our marketing strategies, prospecting and producing sales presentation materials and proposals.

Competition

In the site leasing business, we compete with:

• wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna space to other providers;

• other large independent tower companies; and

• smaller local independent tower operators.

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Wireless service providers that own and operate their own tower networks and several of the other tower companies generally are substantially larger and have greater financial resources than we do. We believe that tower location and capacity, quality of service, density within a geographic market and, to a lesser extent, price have been and will continue to be the most significant competitive factors affecting the site leasing business.

Our primary competitors for our site leasing activities and building and/or acquiring new tower assets are the large independent tower companies: American Tower Corporation, Crown Castle International Corp., Global Signal, Inc., AAT Communications Corp. and Global Tower Partners, and a large number of smaller independent tower owners. In addition, we compete with wireless service providers who currently market excess space on their owned towers to other wireless service providers.

The site development business is extremely competitive and price sensitive. We believe that the majority of our competitors in the site development business operate within local market areas exclusively, while some firms appear to offer their services nationally, including Alcoa Fujikura Ltd., Bechtel Corporation, Black & Veach Corporation, General Dynamics Corporation, LCC International, Inc. and Wireless Facilities, Inc. The market includes participants from a variety of market segments offering individual, or combinations of, competing services. The field of competitors includes site development consultants, zoning consultants, real estate firms, right-of-way consulting firms, construction companies, tower owners/managers, radio frequency engineering consultants, telecommunications equipment vendors, which provide end-to-end site development services through multiple subcontractors, and wireless service providers’ internal staff. We believe that providers base their decisions for site development services on a number of criteria, including a company’s experience, track record, local reputation, price and time for completion of a project. While we believe that our experience base and our established relationships with wireless service providers causes us to be viewed favorably, our margins in this segment have significantly decreased in the last few years due to competition and a decrease in the demand for site development services.

Employees

As of December 31, 2005, we had approximately 515 employees, none of whom are represented by a collective bargaining agreement. We consider our employee relations to be good.

Regulatory and Environmental Matters

Federal Regulations. Both the Federal Communications Commission (the “FCC”) and the Federal Aviation Administration (the “FAA”) regulate antenna towers and structures that support wireless communications and radio or television antennas. Many FAA requirements are implemented in FCC regulations. These regulations govern the construction, lighting and painting or other marking of towers and structures and may, depending on the characteristics of particular towers or structures, require prior approval and registration of towers or structures. Wireless communications equipment and radio or television stations operating on towers or structures are separately regulated and may require independent licensing depending upon the particular frequency or frequency band used.

Pursuant to the requirements of the Communications Act of 1934, as amended, the FCC, in conjunction with the FAA, has developed standards to consider proposals involving new or modified antenna towers or structures. These standards mandate that the FCC and the FAA consider the height of the proposed tower or structure, the relationship of the tower or structure to existing natural or man-made obstructions and the proximity of the tower or structure to runways and airports. Proposals to construct or to modify existing towers or structures above certain heights must be reviewed by the FAA to ensure the structure will not present a hazard to air navigation. The FAA may condition its issuance of a no-hazard determination upon compliance with specified lighting and/or painting requirements. Antenna towers that meet certain height and location criteria must also be registered with the FCC. A tower or structure that requires FAA clearance will not be registered by the FCC until it is cleared by the FAA. Upon registration, the FCC may also require special lighting and/or painting. Owners of wireless communications antenna towers and structures may have an obligation to maintain painting and lighting or other marking in conformance with FAA and FCC standards. Antenna tower and structure owners and licensees that operate on those towers or structures also bear the responsibility of monitoring any lighting systems and notifying the FAA of any lighting outage or malfunction. In addition, any applicant for an FCC antenna tower or structure

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registration must certify that, consistent with the Anti-Drug Abuse Act of 1988, neither the applicant nor its principals are subject to a denial of Federal benefits because of a conviction for the possession or distribution of a controlled substance. We generally indemnify our customers against any failure to comply with applicable regulatory standards. Failure to comply with the applicable requirements may lead to civil penalties.

The Telecommunications Act of 1996 amended the Communications Act of 1934 by preserving state and local zoning authorities’ jurisdiction over the construction, modification and placement of towers. The law, however, limits local zoning authority by prohibiting any action that would (1) discriminate among different providers of personal wireless services or (2) ban altogether the construction, modification or placement of radio communication towers. Finally, the Telecommunications Act of 1996 requires the federal government to help licensees for wireless communications services gain access to preferred sites for their facilities. This may require that federal agencies and departments work directly with licensees to make federal property available for tower facilities.

Owners and operators of antenna towers and structures may be subject to, and therefore must comply with, environmental laws. Any licensed radio facility on an antenna tower or structure is subject to environmental review pursuant to the National Environmental Policy Act of 1969, among other statutes, which requires federal agencies to evaluate the environmental impact of their decisions under certain circumstances. The FCC has issued regulations implementing the National Environmental Policy Act. These regulations place responsibility on applicants to investigate potential environmental effects of their operations and to disclose any potential significant effects on the environment in an environmental assessment prior to constructing or modifying an antenna tower or structure and prior to commencing certain operation of wireless communications or radio or television stations from the tower or structure. In the event the FCC determines the proposed structure or operation would have a significant environmental impact based on the standards the FCC has developed, the FCC would be required to prepare an environmental impact statement, which will be subject to public comment. This process could significantly delay the registration of a particular tower or structure.

As an owner and operator of real property, we are subject to certain environmental laws that impose strict, joint and several liability for the cleanup of on-site or off-site contamination and related personal or property damage. We are also subject to certain environmental laws that govern tower or structure placement, including pre-construction environmental studies. Operators of towers or structures must also take into consideration certain radio frequency (“RF”) emissions regulations that impose a variety of procedural and operating requirements. Certain proposals to operate wireless communications and radio or television stations from antenna towers and structures are also reviewed by the FCC to ensure compliance with requirements relating to human exposure to RF emissions. Exposure to high levels of RF energy can produce negative health effects. The potential connection between low-level RF energy and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. We believe that we are in substantial compliance with and we have no material liability under any applicable environmental laws. These costs of compliance with existing or future environmental laws and liability related thereto may have a material adverse effect on our prospects, financial condition or results of operations.

State and Local Regulations. Most states regulate certain aspects of real estate acquisition, leasing activities and construction activities. Where required, we conduct the site acquisition portions of our site development services business through licensed real estate brokers’ agents, who may be our employees or hired as independent contractors, and conduct the construction portions of our site development services through licensed contractors, who may be our employees or independent contractors. Local regulations include city and other local ordinances, zoning restrictions and restrictive covenants imposed by community developers. These regulations vary greatly from jurisdiction to jurisdiction, but typically require tower and structure owners to obtain approval from local officials or community standards organizations, or certain other entities prior to tower or structure construction and establish regulations regarding maintenance and removal of towers or structures. In addition, many local zoning authorities require tower and structure owners to post bonds or cash collateral to secure their removal obligations. Local zoning authorities generally have been unreceptive to construction of new antenna towers and structures in their communities because of the height and visibility of the towers or structures, and have, in some instances, instituted moratoria.

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Backlog

Backlog related to our site leasing business consists of lease agreements and amendments, which have been signed but have not yet commenced. As of December 31, 2005, we had 122 new leases which had been executed with customers but which had not begun generating revenue. These leases contractually provided for approximately $2.6 million of annual revenue. By comparison, at December 31, 2004 we had 113 new leases and 4 amendments which had been executed with customers but which had not begun generating revenue. These leases contractually provided for approximately $2.5 million of annual revenue.

Our backlog for site development services was approximately $48 million of contractually committed revenue as of December 31, 2005 as compared to approximately $62 million as of December 31, 2004. The decrease in 2005 is attributable to a 2003 contract signed with Sprint for site development work that is expected to be completed by mid 2007. This contract represented approximately $26 million in backlog as of December 31, 2005 and approximately $46 million in backlog as of December 31, 2004.

Availability of Reports and Other Information

Our corporate website is www.sbasite.com. We make available, free of charge, access to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statement on Schedule 14A and amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 on our website under “Investor Relations - SEC Filings,” as soon as reasonably practicable after we file electronically such material with, or furnish it to, the United States Securities and Exchange Commission (the “Commission”). In addition, the Commission’s website is www.sec.gov. The Commission makes available on this website, free of charge, reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the Commission. Additionally, our reports, proxy and information statements may be read and copied at the Commission’s public reference room at 100 F Street, NE, Washington, DC 20549. Information on our website or the Commission’s website is not part of this document.

ITEM 1A. RISK FACTORS

Risks Related to Our Business

We may not be able to service our substantial indebtedness.

As indicated below, we have and will continue to have a significant amount of indebtedness relative to our equity.

	As of December 31,
	2005		2004
	(in thousands)
Total indebtedness*	$	784,392	$	925,797
Shareholders’ equity (deficit)	$	81,431	$	(88,671	)

* Excludes deferred gain on interest rate swap of $1,909 at December 31, 2004.

Our ability to service our debt obligations will depend on our future operating performance. In order to manage our substantial amount of indebtedness, we may from time to time sell assets, issue equity, or repurchase, restructure or refinance some or all of our debt (all of which we have done at various times in the last two years). We may not be able to effectuate any of these alternative strategies on satisfactory terms in the future, if at all. The implementation of any of these alternative strategies may dilute our current shareholders or subject us to additional costs or restrictions on our ability to manage our business and as a result could have a material adverse effect on our financial condition and growth strategy.

We may not have sufficient liquidity or cash flow from operations to repay our 9 ³/4% senior discount notes or our 8 ¹/2% senior notes upon their respective maturities. Therefore, prior to the maturity of our outstanding

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notes we may be required to refinance and/or restructure some or all of this debt. We cannot assure you that we will be able to refinance or restructure this debt on acceptable terms or at all, and, in particular, we cannot assure you that interest rates will be favorable to us at the time of any such refinancing or restructuring. If we were unable to refinance, restructure or otherwise repay the principal amount of this debt upon its maturity, we may need to sell assets, cease operations and/or file for protection under the bankruptcy laws.

We may not have sufficient liquidity or cash flow from operations to repay the components of the mortgage loan that comprises part of the CMBS Transaction. Therefore, prior to the final repayment date for the components of the mortgage loan we may be required to refinance the mortgage loan or sell a portion or all of our interests in the 1,714 tower sites that. among other things, secure along with their operating cash flows the mortgage loan. Although, the mortgage loan is a limited recourse obligation of SBA Properties, Inc. and no holder of the mortgage loan will have recourse to SBA Communications, our operations would be adversely affected if SBA Properties is unable to repay the components of the mortgage loan. We cannot assure you that our assets would be sufficient to repay this indebtedness in full.

As of December 31, 2005, we had no borrowings under our $160.0 million senior credit facility of which $39.1 million was available (giving effect to leverage limitations contained in the indenture governing the 9 ³/4% senior discount notes) subject to maintenance covenants, borrowing base limitations and other conditions. Furthermore, we and our subsidiaries may be able to incur significant additional indebtedness in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt.

We may not secure as many site leasing tenants as planned or our lease rates for new tenant leases may decline.

If tenant demand for tower space or our lease rates for new tenant leases decrease, we may not be able to successfully grow our site leasing business. This may have a material adverse effect on our strategy, revenue growth and our ability to satisfy our financial and other contractual obligations. Our plan for the growth of our site leasing business largely depends on our management’s expectations and assumptions concerning future tenant demand and potential lease rates for independently owned towers.

If our wireless service provider customers combine their operations to a significant degree, our growth, our revenue and our ability to service our indebtedness could be adversely affected.

Demand for our services may decline if there is significant consolidation among our wireless service provider customers as they may then reduce capital expenditures in the aggregate because many of their existing networks and expansion plans overlap. As a result of regulatory changes in January 2003 which removed prior restrictions on wireless service providers from owning more than 45 MHz of spectrum in any given geographical area, there have been significant consolidations of the large wireless service providers. Specifically, Cingular acquired AT&T Wireless in October 2004 and Sprint PCS and Nextel merged to form Sprint Nextel Corporation in August 2005. To the extent that our customers have consolidated or that other customers may consolidate in the future, they may not renew any duplicative leases that they have on our towers and/or may not lease as much space on our towers in the future. This would adversely affect our growth, our revenue and our ability to service our indebtedness.

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As of December 31, 2005, Cingular and the former AT&T Wireless both had leases on 274 of our 3,304 towers. The contractual revenue generated by these leases on these towers at December 31, 2005 was approximately $13.6 million. Consequently, if Cingular were not to renew duplicate leases, we could lose 50% or more of such revenue. As of December 31, 2005, the average remaining contractual life of such duplicate leases was approximately 2.9 years. Our risk of revenue loss from the integration of Cingular and AT&T is not limited to leases on the same tower. We expect Cingular to terminate or not renew some leases on our towers where they have other antenna sites in close proximity. Such terminations or non-renewals could have a material adverse impact on our growth rate.

As of December 31, 2005, Sprint Nextel and affiliated entities had multiple leases on 421 of our 3,304 towers. The contractual revenue generated by these leases on these towers at December 31, 2005 was approximately $19.7 million. Consequently, if Sprint Nextel were not to renew duplicate leases, we could lose 50% or more of such revenue. As of December 31, 2005, the average remaining contractual life of such duplicate leases was approximately 3.5 years. Our risk of revenue loss from the integration of Sprint Nextel merger is not limited to leases on the same tower. We expect Sprint Nextel to terminate or not renew some leases on our towers where they have other antenna sites in close proximity. Such terminations or non-renewals could have a material adverse impact on our growth rate.

Similar consequences may occur if wireless service providers engage in extensive sharing or roaming or resale arrangements as an alternative to leasing our antenna space. Wireless voice service providers frequently enter into roaming agreements with competitors allowing them to use another’s wireless communications facilities to accommodate customers who are out of range of their home provider’s services. Wireless voice service providers may view these roaming agreements as a superior alternative to leasing antenna space on communications sites owned or controlled by us or others. The proliferation of these roaming agreements could have a material adverse effect on our revenue.

We depend on a relatively small number of customers for most of our revenue.

We derive a significant portion of our revenue from a small number of customers, particularly in our site development services business. The loss of any significant customer could have a material adverse effect on our revenue.

The following is a list of significant customers and the percentage of our total revenues for the specified time periods derived from these customers:

	For the year ended December 31,
	2005		2004		2003
Cingular	25.5	%	22.7	%	20.3	%
Sprint Nextel	20.8	%	21.4	%	13.5	%
Bechtel Corporation	5.0	%	6.1	%	10.4	%

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We also have client concentrations with respect to revenues in each of our financial reporting segments:

	Percentage of Site Leasing Revenue for the year ended December 31,
	2005		2004		2003
Cingular	28.0	%	27.5	%	28.0	%
Sprint Nextel	15.0	%	14.3	%	13.9	%
Verizon	10.1	%	9.5	%	10.0	%
	Percentage of Site Development Consulting Revenue for the year ended December 31,
	2005		2004		2003
Verizon Wireless	32.4	%	26.1	%	13.6	%
Cingular	28.3	%	26.6	%	4.3	%
Bechtel Corporation*	23.3	%	24.7	%	40.3	%
	Percentage of Site Development Construction Revenue for the year ended December 31,
	2005		2004		2003
Sprint Nextel	34.9	%	39.2	%	15.3	%
Cingular	20.3	%	12.5	%	5.5	%
Bechtel Corporation*	11.6	%	14.5	%	28.9	%

* Substantially all of the work performed for Bechtel Corporation was for its client Cingular.

Revenues from these clients are derived from numerous different site leasing contracts and site development contracts. Each site leasing contract relates to the lease of space at an individual tower site and is generally for an initial term of five years renewable for five five-year periods at the option of the tenant. Our site development customers engage us on a project-by-project basis, and a customer can generally terminate an assignment at any time without penalty. In addition, a customer’s need for site development services can decrease, and we may not be successful in establishing relationships with new customers. Furthermore, our existing customers may not continue to engage us for additional projects.

Our substantial indebtedness may negatively impact our ability to implement our business plan.

Our substantial indebtedness may negatively impact our ability to implement our business plan. For example, it could:

• limit our ability to fund future working capital, capital expenditures and development costs;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• increase our vulnerability to general economic and industry conditions;

• subject us to interest rate risk in connection with any potential future refinancing of our debt;

• place us at a competitive disadvantage to our competitors that are less leveraged;

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• require us to sell debt or equity securities or sell some of our core assets, possibly on unfavorable terms in order to meet payment obligations; and

• limit our ability to borrow additional funds.

Risks associated with our plans to increase our tower portfolio could negatively impact our results of operations or our financial condition.

We currently intend to increase our tower portfolio through new builds and acquisitions. We intend to review all available acquisition opportunities (including some that are currently available) and some of these acquisitions could have the effect of materially increasing our tower portfolio. While we intend to fund a portion of the cash required to implement this plan from our cash flow from operating activities, we may finance some or all of the costs associated with these new builds and acquisitions. Furthermore, if we were to consummate any significant acquisition, we would be required to finance these acquisitions through additional indebtedness, which would increase our indebtedness and interest expense and could increase our leverage ratio, and/or issuances of equity, which could be dilutive to our shareholders. If we were unable to recognize the expected returns from these new towers, or if we did not recognize the expected returns in our anticipated time frames, the increase in debt levels without a proportionate increase in our revenues could negatively impact our results of operations and our financial condition.

Due to the long-term expectation of revenue from our tenant leases, we are dependent on the financial strength and creditworthiness of our customers.

Due to the long-term nature of our tenant leases, we, like others in the tower industry, are dependent on the continued financial strength of our tenants. The economic slowdown and intense competition in the wireless and telecommunications industries in 2001 through 2003 had impaired the financial condition of some of our customers, certain of which operate with substantial leverage. As a result, a number of our site leasing customers have filed for bankruptcy including almost all of our paging customers. Although these bankruptcies have not had a material adverse effect on our business or revenues, any future bankruptcies may have a material adverse effect on our business, revenues, and/or the collectability of our accounts receivable. In the future, the financial uncertainties facing our customers could reduce demand for our communications sites, increase our bad debt expense and reduce prices on new customer contracts. This could affect our ability to satisfy our obligations.

In addition, our anticipated growth could be negatively impacted if our customers’ access to debt and equity capital were limited. From 2001 through 2003, when capital market conditions were difficult for the telecommunications industry, wireless service providers conserved capital by not spending as much as originally anticipated to finance expansion activities. This decrease adversely impacted demand for our services and consequently our financial condition. If our customers are not able to access the capital markets in the future, our growth strategy, revenues and financial condition may again be adversely affected.

Our debt instruments contain restrictive covenants that could adversely affect our business.

Our senior credit facility and the indentures governing our outstanding notes each contain certain restrictive covenants. Among other things, these covenants limit our ability to:

• incur additional indebtedness;

• sell assets;

• pay dividends, or repurchase our common stock;

• make certain investments;

• engage in other restricted payments;

• engage in mergers or consolidations;

• incur liens; and

• enter into affiliate transactions.

If we fail to comply with these covenants, it could result in an event of default under one or all of these debt instruments. The acceleration of amounts due under one of our debt instruments would also cause a cross-default under our other debt instruments.

SBA Senior Finance II LLC (“Senior Finance II”), which owns, directly or indirectly, all of the common stock and membership interests of the majority of our operating subsidiaries, is the borrower under our senior credit facility. The senior credit facility requires Senior Finance II to maintain specified financial ratios, including ratios regarding Senior Finance II’s debt to annualized operating cash flow, cash interest expense and fixed charges for each quarter. In addition, the senior credit facility contains additional negative covenants that, among other things, limit our ability to commit to capital expenditures and build or acquire towers without anchor or acceptable tenants. Our ability to meet these financial ratios and tests and comply with these covenants can be affected by events beyond our control, and we may not be able to do so. A breach of any of these covenants, if not remedied within the specified period, could result in an event of default under the senior credit facility.

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Upon the occurrence of any default, our senior credit facility lenders can prevent us from borrowing any additional amounts under the senior credit facility. In addition, upon the occurrence of any event of default, other than certain bankruptcy events, senior credit facility lenders, by a majority vote, can elect to declare all amounts of principal outstanding under the senior credit facility, together with all accrued interest, to be immediately due and payable. The acceleration of amounts due under our senior credit facility would cause a cross-default under our indentures, thereby permitting the acceleration of such indebtedness. If the indebtedness under the senior credit facility and/or indebtedness under our outstanding notes were to be accelerated, our current assets would not be sufficient to repay in full the indebtedness. If we were unable to repay amounts that become due under the senior credit facility, the senior credit facility lenders could proceed against the collateral granted to them to secure that indebtedness. Amounts borrowed under the senior credit facility are secured by a first lien on substantially all of Senior Finance II’s assets and are guaranteed by SBA Communications and certain of its subsidiaries. In such an event of default, our assets may not be sufficient to satisfy our obligations under the notes.

Our $405.0 million mortgage loan relating to our CMBS Certificates contains a covenant requiring all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents be deposited into a reserve account if the debt service coverage ratio falls to 1.30 times or lower, as of the end of any calendar quarter. Debt service coverage ratio is defined as the Net Cash Flow (as defined in the mortgage loan) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that SBA Properties, Inc. will be required to pay over the succeeding twelve months. If the debt service coverage ratio falls below 1.15 times as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan. The funds in the reserve account will not be released to SBA Properties unless the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. Failure to maintain the debt service coverage ratio above 1.30 times would impact our ability to pay our indebtedness other than the mortgage loan and to operate our business.

The mortgage loan provides for customary remedies if an event of default occurs including foreclosure against all or part of the property pledged as security for the mortgage loan. The mortgage loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the 1,714 collateralized tower sites and their operating cash flows, (2) a security interest in substantially all of SBA Properties’ personal property and fixtures and (3) SBA Properties’ rights under the management agreement with SBA Network Management, Inc. (who manages all of SBA Properties’ sites). We cannot assure you that our assets would be sufficient to repay this indebtedness in full.

Our quarterly operating results for our site development services fluctuate and therefore should not be considered indicative of our long-term results.

The demand for our site development services fluctuates from quarter to quarter and should not be considered as indicative of long-term results. Numerous factors cause these fluctuations, including:

• the timing and amount of our customers’ capital expenditures;

• the size and scope of our projects;

• the business practices of customers, such as deferring commitments on new projects until after the end of the calendar year or the customers’ fiscal year;

• delays relating to a project or tenant installation of equipment;

• seasonal factors, such as weather, vacation days and total business days in a quarter;

• the use of third party providers by our customers;

• the rate and volume of wireless service providers’ network development; and

• general economic conditions.

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Although the demand for our site development services fluctuates, we incur significant fixed costs, such as maintaining a staff and office space in anticipation of future contracts. In addition, the timing of revenues is difficult to forecast because our sales cycle may be relatively long. Therefore, we may not be able to adjust our cost structure in a timely basis to accommodate market slowdowns.

We are not profitable and expect to continue to incur losses.

We are not profitable. The following chart shows the net losses we incurred for the periods indicated:

	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Net loss	$	(94,709	)	$	(147,280	)	$	(175,148	)

Our losses are principally due to significant interest expense and depreciation and amortization in each of the periods presented above. For the year ended December 31, 2005, we recorded asset impairment charges of $0.4 million and a charge associated with the write-off of deferred financing fees and loss on the extinguishment of debt of $29.3 million. For the year ended December 31, 2004, we recorded an asset impairment charge of $7.1 million and a charge associated with the write-off of deferred financing fees and loss on the extinguishment of debt of $41.2 million. We recorded an asset impairment charge of $13.0 million, a charge associated with the loss from write-off of deferred financing fees and extinguishment of debt of $24.2 million, and a restructuring charge of $2.1 million during the year ended December 31, 2003. We expect to continue to incur significant losses which may affect our ability to service our indebtedness.

Increasing competition in the tower industry may adversely affect us.

Our industry is highly competitive. Competitive pressures for tenants from our competitors could adversely affect our lease rates and services income. In addition, the loss of existing customers or the failure to attract new customers would lead to an accompanying adverse effect on our revenues, margins and financial condition. Increasing competition could also make the acquisition of quality tower assets more costly, which could adversely affect our ability to successfully implement and/or maintain our tower acquisition program.

In the site leasing business, we compete with:

• wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna space to other providers;

• other large independent tower companies; and

• smaller local independent tower operators.

Wireless service providers that own and operate their own tower networks and several of the other tower companies generally are substantially larger and have greater financial resources than we do. We believe that tower location and capacity, quality of service, density within a geographic market and, to a lesser extent, price historically have been and will continue to be the most significant competitive factors affecting the site leasing business.

The site development services segment of our industry is also extremely competitive. There are numerous large and small companies that offer one or more of the services offered by our site development business. As a result of this competition, margins in this segment have decreased over the past few years. Many of our competitors have lower overhead expenses and therefore may be able to provide services at prices that we

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consider unprofitable. If margins in this segment were to further decrease, our consolidated revenues and our site development segment operating profit could be adversely affected.

We may not be able to build and/or acquire as many towers as we anticipate.

We currently intend to build 80 to 100 new towers during 2006 and to consummate a number of tower acquisitions. However, our ability to build these new towers is dependent upon the availability of sufficient capital to fund construction, our ability to locate, and acquire at commercially reasonable prices, attractive locations for such towers and our ability to obtain the necessary zoning and permits.

Our ability to consummate tower acquisitions is also subject to risks. Specifically, these risks include (1) sufficient capital to fund such acquisitions, (2) our ability to identify those towers that would be attractive to our clients and accretive to our financial results, and (3) our ability to negotiate and consummate agreements to acquire such towers. Due to these risks, it may take longer to complete our new tower builds than anticipated, the costs of constructing or acquiring these towers may be higher than we expect or we may not be able to add as many towers as we had planned in 2006. If we are not able to increase our tower portfolio as anticipated, it could negatively impact our ability to achieve our financial goals.

The loss of the services of certain of our key personnel or a significant number of our employees may negatively affect our business.

Our success depends to a significant extent upon performance and active participation of our key personnel. We cannot guarantee that we will be successful in retaining the services of these key personnel. We have employment agreements with Jeffrey A. Stoops, our President and Chief Executive Officer, Kurt L. Bagwell, our Senior Vice President and Chief Operating Officer, and Thomas P. Hunt, our Senior Vice President and General Counsel. We do not have employment agreements with any of our other key personnel. If we were to lose any key personnel, we may not be able to find an appropriate replacement on a timely basis and our results of operations could be negatively affected. Further, the loss of a significant number of employees or our inability to hire a sufficient number of qualified employees could have a material adverse effect on our business.

New technologies and their use by wireless service providers may have a material adverse effect on our growth rate and results of operations.

The emergence of new technologies could reduce the demand for space on our towers. For example, the increased use by wireless service providers of signal combining and related technologies and products that allow two or more wireless service providers to provide services on different transmission frequencies using the communications antenna and other facilities normally used by only one wireless service provider could reduce the demand for our tower space. Additionally, the use of technologies that enhance spectral capacity, such as beam forming or “smart antennae,” that can increase the range and capacity of an antenna could reduce the number of additional sites a wireless service provider needs to adequately serve a certain subscriber base and therefore reduce demand for our tower space. The development and growth of communications and other new technologies that do not require ground-based sites, such as the growth in delivery of video, voice and data services by satellites or other technologies, could also adversely affect the demand for our tower space. In addition, the deployment of WiFi and WiMax technologies could impact the network needs of our existing customers providing wireless telephony services. This could have a material adverse effect on our growth rate and results of operations.

Delays or changes in the deployment or adoption of new technologies as well as lower consumer demand and slower consumer adoption rates than anticipated may have a material adverse effect on our growth rate.

There can be no assurances that 3G or other new wireless technologies will be deployed or adopted as rapidly as projected or that these new technologies will be implemented in the manner anticipated. The deployment of 3G has already experienced significant delays from the original projected timelines of the wireless and broadcast industries. Additionally, the demand by consumers and the adoption rate of consumers for these new technologies once deployed may be lower or slower than anticipated. These factors could have a material

15

adverse effect on our growth rate since growth opportunities and demand for our tower space as a result of such new technologies may not be realized at the times or to the extent anticipated.

Our costs could increase and our revenues could decrease due to perceived health risks from radio frequency (“RF”) energy.

The government imposes requirements and other guidelines on our towers relating to RF energy. Exposure to high levels of RF energy can cause negative health effects.

The potential connection between exposure to low levels of RF energy and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. According to the FCC, the results of these studies to date have been inconclusive. However, public perception of possible health risks associated with cellular and other wireless communications media could slow the growth of wireless companies, which could in turn slow our growth. In particular, negative public perception of, and regulations regarding, health risks could cause a decrease in the demand for wireless communications services. Moreover, if a connection between exposure to low levels of RF energy and possible negative health effects, including cancer, were demonstrated, we could be subject to numerous claims. If we were subject to claims relating to RF energy, even if such claims were not ultimately found to have merit, our financial condition could be materially and adversely affected.

Our business is subject to government regulations and changes in current or future regulations could harm our business.

We are subject to federal, state and local regulation of our business. In particular, both the FCC and FAA regulate the construction and maintenance of antenna towers and structures that support wireless communications and radio and television antennas. In addition, the FCC separately licenses and regulates wireless communications equipment and television and radio stations operating from such towers and structures. FAA and FCC regulations govern construction, lighting, painting and marking of towers and structures and may, depending on the characteristics of the tower or structure, require registration of the tower or structure. Certain proposals to construct new towers or structures or to modify existing towers or structures are reviewed by the FAA to ensure that the tower or structure will not present a hazard to air navigation.

Antenna tower owners and antenna structure owners may have an obligation to mark or paint towers or structures or install lighting to conform to FAA standards and to maintain such marking, painting and lighting. Antenna tower owners and antenna structure owners may also bear the responsibility of notifying the FAA of any lighting outages. Certain proposals to operate wireless communications and radio or television stations from antenna towers and structures are also reviewed by the FCC to ensure compliance with environmental impact requirements. Failure to comply with existing or future applicable requirements may lead to civil penalties or other liabilities and may subject us to significant indemnification liability to our customers against any such failure to comply. In addition, new regulations may impose additional costly burdens on us, which may affect our revenues and cause delays in our growth.

Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers, vary greatly, but typically require antenna tower and structure owners to obtain approval from local officials or community standards organizations prior to tower or structure construction or modification. Local regulations can delay, prevent, or increase the cost of new construction, co-locations, or site upgrade projects, thereby limiting our ability to respond to customer demand. In addition, new regulations may be adopted that increase delays or result in additional costs to us. These factors could have a material adverse effect on our future growth and operations.

Our towers are subject to damage from natural disasters.

Our towers are subject to risks associated with natural disasters such as tornadoes and hurricanes. We maintain insurance to cover the estimated cost of replacing damaged towers, but these insurance policies are subject to loss limits and deductibles. We also maintain third party liability insurance, subject to deductibles, to protect us in the event of an accident involving a tower. A tower accident for which we are uninsured or

16

underinsured, or damage to a significant number of our towers, could require us to make significant capital expenditures and may have a material adverse effect on our operations or financial condition.

We could have liability under environmental laws that could have a material adverse effect on our business, financial condition and results of operations.

Our operations, like those of other companies engaged in similar businesses, are subject to the requirements of various federal, state, local and foreign environmental and occupational safety and health laws and regulations, including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances, materials, and wastes. As owner, lessee or operator of numerous tower sites, we may be liable for substantial costs of remediating soil and groundwater contaminated by hazardous materials, without regard to whether we, as the owner, lessee or operator, knew of or were responsible for the contamination. We may be subject to potentially significant fines or penalties if we fail to comply with any of these requirements. The current cost of complying with these laws is not material to our financial condition or results of operations. However, the requirements of these laws and regulations are complex, change frequently, and could become more stringent in the future. It is possible that these requirements will change or that liabilities will arise in the future in a manner that could have a material adverse effect on our business, financial condition and results of operations.

Our dependence on our subsidiaries for cash flow may negatively affect our business.

We are a holding company with no business operations of our own. Our only significant asset is and is expected to be the outstanding capital stock of our subsidiaries. We conduct, and expect to conduct, all of our business operations through our subsidiaries. Accordingly, our ability to pay our obligations, including the principal and interest, premium, if any, and additional interest, if any, on our outstanding 9 ³/4% senior discount notes and our 8 ¹/2% senior notes, is dependent upon dividends and other distribution from our subsidiaries to us. Additionally, SBA Properties as the borrower under the CMBS Transaction must repay the components of the mortgage loan thereto. If SBA Properties’ cash flow is insufficient to cover such repayments, we may be required to refinance the mortgage loan or sell a portion or all of our interests in the 1,714 tower sites that among other things, secure along with their operating cash flows the mortgage loan. Other than the amounts required to make interest and principal payments on the notes and repayment of amounts under the CMBS Transaction, we currently expect that the earnings and cash flow of our subsidiaries will be retained and used by them in their operations, including servicing their debt obligations. Our operating subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise to pay the principal, interest and other amounts on the notes, or repay the components of the mortgage loan pursuant to the CMBS Transaction (other than SBA Properties, as the borrower, and SBA CMBS-1 Guarantor LLC and CMBS-1 Holdings, LLC, as guarantors), or make any funds available to us for payment. The ability of our operating subsidiaries to pay dividends or transfer assets to us may be restricted by applicable state law and contractual restrictions, including the terms of the senior credit facility and the CMBS Certificates. Although the indentures governing the notes will limit the ability of our operating subsidiaries to enter into consensual restrictions on their ability to pay dividends to us, these limitations are subject to a number of significant qualifications and exceptions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We are headquartered in Boca Raton, Florida, where we currently lease approximately 73,000 square feet of space. We have entered into long-term leases for regional and certain site development office locations where we expect our activities to be longer-term. We open and close project offices from time to time in connection with our site development business. We believe our existing facilities are adequate for our current and planned levels of operations and that additional office space suited for our needs is reasonably available in the markets within which we operate.

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Our interests in towers are comprised of a variety of fee interests, leasehold interests created by long-term lease agreements, private easements, easements and licenses or rights-of-way granted by government entities. Of the 3,304 towers in our portfolio, approximately 10% are located on parcels of land that we own and approximately 90% are located on parcels of land that have leasehold interests created by long-term lease agreements, private easements and easements, licenses or right-of-way granted by government entities. In rural areas, a wireless communications site typically consists of up to a 10,000 square foot tract, which supports towers, equipment shelters and guy wires to stabilize the structure. Less than 2,500 square feet is required for a monopole or self-supporting tower structure of the kind typically used in metropolitan areas for wireless communication tower sites. Land leases generally have an initial term of five years with five or more additional automatic renewal periods of five years, for a total of thirty years or more. In some instances, we have entered into 99 year ground leases.

ITEM 3. LEGAL PROCEEDINGS

We are involved in various legal proceedings relating to claims arising in the ordinary course of business. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, financial condition, results of operations or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to the vote of security holders during the fourth quarter of fiscal 2005.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Class A common stock commenced trading under the symbol “SBAC” on The NASDAQ National Market System (“NASDAQ”) on June 16, 1999. The following table presents the high and low bid price for the Class A common stock for the periods indicated:

	High	Low
Quarter ended December 31, 2005	19.46	14.15
Quarter ended September 30, 2005	16.84	13.40
Quarter ended June 30, 2005	14.31	8.21
Quarter ended March 31, 2005	10.10	7.96
Quarter ended December 31, 2004	10.62	6.81
Quarter ended September 30, 2004	7.11	4.15
Quarter ended June 30, 2004	4.74	3.10
Quarter ended March 31, 2004	5.43	3.28

As of March 3, 2006, there were 161 record holders of our Class A common stock.

We have never paid a dividend on any class of common stock and anticipate that we will retain future earnings, if any, to fund the development and growth of our business. Consequently, we do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, we are restricted under our CMBS Certificates, senior credit facility, 9 ³/4% senior discount notes and 8 ¹/2% senior notes from paying dividends or making distributions and repurchasing, redeeming or otherwise acquiring any shares of common stock except under certain circumstances.

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The following table gives information about our common stock that may be issued upon the exercise of options, warrants, and rights under all existing equity compensation plans as of December 31, 2005:

	Equity Compensation Plan Information
	(in thousands except exercise price)
	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders	4,575	$	8.22	6,228
Equity compensation plans not approved by security holders	—		—	—
Total	4,575	$	8.22	6,228

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected historical financial data as of and for each of the five years ended December 31, 2005. The financial data as of and for the fiscal years ended 2005, 2004, 2003 and 2002 have been derived from our audited consolidated financial statements. The financial data as of and for the fiscal year ended 2001 has been derived from our unaudited consolidated financial statements. The unaudited financial data as of and for the year ended December 31, 2001, has been derived from our books and records without audit and, in the opinion of management, includes all adjustments, (consisting only of normal, recurring adjustments) that management considers necessary for a fair statement of results for this period. You should read the information set forth below in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes to those consolidated financial statements included in this Form 10-K.

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	For the year ended December 31,
	2005			2004			2003			2002			2001
	(audited)			(audited)			(audited)			(audited)			(unaudited)
	(in thousands except for per share data)
Operating data:
Revenues:
Site leasing	$	161,277		$	144,004		$	127,852		$	115,121		$	85,519
Site development		98,714			87,478			64,257			99,352			115,773
Total revenues		259,991			231,482			192,109			214,473			201,292
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		47,259			47,283			47,793			46,709			35,537
Cost of site development		92,693			81,398			58,683			81,565			92,755
Selling, general and administrative		28,178			28,887			30,714			32,740			39,697
Restructuring and other charges		50			250			2,094			47,762			24,399
Asset impairment charges		398			7,092			12,993			24,194			—
Depreciation, accretion and amortization		87,218			90,453			93,657			95,627			73,390
Total operating expenses		255,796			255,363			245,934			328,597			265,778
Operating income (loss) from continuing operations		4,195			(23,881	)		(53,825	)		(114,124	)		(64,486	)
Other income (expense):
Interest income		2,096			516			692			601			7,058
Interest expense, net of amounts capitalized		(40,511	)		(47,460	)		(81,501	)		(54,822	)		(47,713	)
Non-cash interest expense		(26,234	)		(28,082	)		(9,277	)		(29,038	)		(25,843	)
Amortization of deferred financing fees		(2,850	)		(3,445	)		(5,115	)		(4,480	)		(3,887	)
Loss from write-off of deferred financing fees and extinguishment of debt		(29,271	)		(41,197	)		(24,219	)		—			(5,069	)
Other		31			236			169			(169	)		(56	)
Total other expense		(96,739	)		(119,432	)		(119,251	)		(87,908	)		(75,510	)
Loss from continuing operations before cumulative effect of changes in accounting principles		(92,544	)		(143,313	)		(173,076	)		(202,032	)		(139,996	)
Provision for income taxes		(2,104	)		(710	)		(1,729	)		(300	)		(1,489	)
Loss from continuing operations before cumulative effect of change in accounting principle		(94,648	)		(144,023	)		(174,805	)		(202,332	)		(141,485	)
(Loss) gain from discontinued operations, net of income taxes		(61	)		(3,257	)		202			(4,081	)		74
Loss before cumulative effect of change in accounting principle		(94,709	)		(147,280	)		(174,603	)		(206,413	)		(141,411	)
Cumulative effect of change in accounting principle		—			—			(545	)		(60,674	)		—
Net loss	$	(94,709	)	$	(147,280	)	$	(175,148	)	$	(267,087	)	$	(141,411	)
Basic and diluted loss per common share amounts:
Loss from continuing operations before cumulative effect of change in accounting principle	$	(1.28	)	$	(2.47	)	$	(3.35	)	$	(4.01	)	$	(2.99	)
Loss from discontinued operations		—			(0.05	)		—			(0.08	)		—
Cumulative effect of change in accounting principle		—			—			(0.01	)		(1.20	)		—
Net loss per common share	$	(1.28	)	$	(2.52	)	$	(3.36	)	$	(5.29	)	$	(2.99	)
Basic and diluted weighted average shares outstanding		73,823			58,420			52,204			50,491			47,321

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	As of December 31,
	2005			2004			2003			2002			2001
	(audited)			(audited)			(audited)			(unaudited)			(unaudited)
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	45,934		$	69,627		$	8,338		$	61,141		$	13,904
Short-term investments		19,777			—			15,200			—			—
Restricted cash (1)		19,512			2,017			10,344			—			—
Property and equipment, net		728,333			745,831			830,145			922,392			975,662
Total assets		952,536			917,244			958,252			1,279,267			1,394,280
Total debt(2)		784,392			927,706			870,758			1,024,282			845,453
Total shareholders’ equity (deficit) (3)		81,431			(88,671	)		(1,566	)		161,024			424,369
	For the year ended December 31,
	2005			2004			2003			2002			2001
	(audited)			(audited)			(audited)			(audited)			(unaudited)
	(in thousands)
Other Data:
Cash provided by (used in):
Operating activities	$	49,767		$	14,216		$	(29,808	)	$	17,807		$	28,753
Investing activities		(99,283	)		1,326			155,456			(102,716	)		(554,700	)
Financing activities		25,823			45,747			(178,451	)		132,146			524,871
	For the year ended December 31,
	2005			2004			2003			2002			2001
	(audited)			(audited)			(audited)			(audited)			(unaudited)
Tower Data Rollforward:
Towers owned at the beginning of period		3,066			3,093			3,877			3,734			2,390
Towers constructed		36			10			13			141			667
Towers acquired		208			5			—			53			677
Towers reclassified/disposed of (4)		(6	)		(42	)		(797	)		(51	)		—
Total towers owned at the end of period		3,304			3,066			3,093			3,877			3,734
Other Tower Data:
Towers held for sale at end of period		—			6			47			837			815
Towers in continuing operations at end of period		3,304			3,060			3,046			3,040			2,919
		3,304			3,066			3,093			3,877			3,734

⁽¹⁾ Restricted cash of $19.5 million as of December 31, 2005 consisted of $17.9 million related to CMBS Mortgage loan requirements and $1.6 million related to surety bonds issued for our benefit. Restricted cash of $2.0 million as of December 31, 2004 was related to surety bonds issued for our benefit. Restricted cash of $10.3 million as of December 31, 2003 consisted of $7.3 million of cash held by an escrow agent in accordance with certain provisions of the Western tower sale agreement and $3.0 million related to surety bonds issued for our benefit.

⁽²⁾ Includes deferred gain on interest rate swap of $1.9 million as of December 31, 2004, $4.6 million as of December 31, 2003 and $5.2 million as of December 31, 2002, respectively.

⁽³⁾ Includes deferred gain from the termination of two interest rate swap agreements of $14.5 million as of December 31, 2005.

⁽⁴⁾ Reclassifications reflect the combination for reporting purposes of multiple acquired tower structures on a single parcel of real estate, which we market and customers view as a single location, into a single owned tower site. Dispositions reflect the sale, conveyance or other legal transfer of owned tower sites.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto. The following discussion includes forward-looking statements that involve certain risks and uncertainties, including, but not limited to, those described in Item 1B. Risk Factors of this Form 10-K. Our actual results may differ materially from those discussed below. See “Forward-looking statements” and Item 1B. Risk Factors.

We are a leading independent owner and operator of wireless communications towers. We currently operate in the Eastern third of the United States, where substantially all of our towers are located. Our principal business line is our site leasing business. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own, manage for or lease from others. The towers that we own have been constructed by us at the request of a wireless service provider, built or constructed based on our own initiative or acquired. As of December 31, 2005, we owned 3,304 towers, the substantial majority of which have been built by us or built by other tower owners or operators, who like us, have built such towers taking into consideration co-location opportunities. In addition, through our site development business, we offer wireless service providers assistance in developing and maintaining their own wireless service networks.

Revenues derived from the leasing of antenna space at, or on, communication towers continued to increase as a result of our emphasis on our site leasing business through the leasing and management of tower sites. During 2004, we completed our previously announced plan of disposing of our services business in the Western two-thirds of the United States.

Site Leasing Services

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Site leasing revenues are received primarily from wireless service provider tenants, including Alltel, Cingular, Sprint Nextel, T-Mobile and Verizon Wireless. Revenues from these clients are derived from numerous different tenant leases. Each tenant lease relates to the lease or use of space at an individual tower site and is generally for an initial term of five years, and is renewable for five 5-year periods at the option of the tenant. Almost all of our tenant leases contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases are generally paid on a monthly basis and revenue from site leasing is recorded monthly on a straight-line basis over the current term of the related lease agreements. Rental amounts received in advance are recorded in deferred revenue.

Cost of site leasing revenue primarily consists of:

• Rental payments on ground and other underlying property leases;

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

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

• Utilities;

• Property insurance; and

• Property taxes.

For any given tower, such costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase significantly as a result of adding additional customers to the tower. The amount of other direct costs associated with operating a tower varies from site to site depending on the taxing jurisdiction and the height and age of the tower but typically do not make up a large percentage of total operating costs. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower or upgrading or repairing an access road or fencing. Lastly, ground leases are generally for an initial term of 5 years or more with multiple renewal options of five year periods at our option and provide for rent escalators which typically average 3% - 4% annually or provide for term escalations of approximately 15%.

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The table below details the percentage of total company revenues and operating profit contributed by the site leasing segment. Information regarding the total and percentage of assets used in our site leasing services business is included in Note 21 of our Consolidated Financial Statements included in this Report.

	Percentage of Revenues		Operating Profit Contribution
For the year ended December 31, 2005	62.0	%	95.0	%
For the year ended December 31, 2004	62.2	%	94.1	%
For the year ended December 31, 2003	66.6	%	93.5	%

Site Development Services

Our site development business is a corollary to our site leasing business, and provides us the ability to (1) keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and (2) capture ancillary revenues that are generated by our site leasing activities, such as antenna installation and equipment installation at our tower locations. Our site development services business consists of two segments, site development consulting and site development construction, through which we provide wireless service providers a full range of end-to-end services. We principally perform services for third parties in our core, historical areas of wireless expertise, specifically site acquisition, zoning, technical services and construction.

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

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

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

Since 2001 our site development services profit levels have decreased significantly as a result of a substantial decline in capital expenditures by wireless service providers particularly during 2001-2003 as well as competitive pricing pressures that have driven margins below our desired levels. The table below provides the percentage of total company revenues and total segment operating profit contributed by site development services over the last three years. Information regarding the total and percentage of assets used in our site development services businesses is included in Note 21 of our Consolidated Financial Statements included in this Report.

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	For the year ended December 31,
	Percentage of Revenues						Operating Profit Contribution
	2005		2004		2003		2005		2004		2003
Site development consulting	5.2	%	6.2	%	6.4	%	1.3	%	1.6	%	1.2	%
Site development	32.8	%	31.6	%	27.0	%	3.7	%	4.3	%	5.4	%

We have mitigated the decline in site development services revenues and operating profit levels by focusing on site leasing as our primary business as well as focusing on our core, historical areas of wireless expertise, specifically site acquisition, zoning, technical services and construction for our site development services business. During 2004, we completed our previously announced plan to exit the services business in the Western portion of the United States based on our determination that the business was no longer beneficial to our site leasing business. Gross proceeds realized from sales during the fiscal year ended December 31, 2004 were $0.4 million, and a loss on disposal of discontinued operations of $0.8 million was recorded, which is included in loss from discontinued operations, net of income taxes in our Consolidated Statements of Operations.

Critical Accounting Policies and Estimates

We have identified the policies and significant estimation processes below as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 in the Notes to Consolidated Financial Statements for the year ended December 31, 2005, included herein. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

Construction Revenue

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

Allowance for Doubtful Accounts

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

Asset Impairment

We evaluate the potential impairment of individual long-lived assets, principally the tower sites. We record an impairment charge when we believe an investment in towers has been impaired, such that future undiscounted cash flows would not recover the then current carrying value of the investment in the tower site. We consider

24

many factors and make certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential, and expected timing of lease-up. In addition, we make certain assumptions in determining an asset’s fair value less costs to sell for purposes of calculating the amount of an impairment charge. Changes in those assumptions or market conditions may result in a fair value less costs to sell which is different from management’s estimates. Future adverse changes in market conditions could result in losses or an inability to recover the carrying value, thereby possibly requiring an impairment charge in the future. In addition, if our assumptions regarding future undiscounted cash flows and related assumptions are incorrect, a future impairment charge may be required.

RESULTS OF OPERATIONS

Year Ended 2005 Compared to Year Ended 2004

Revenues:

	For the year ended December 31,
	2005		Percentage of Revenues		2004		Percentage of Revenues		Percentage Change
			(in thousands except for percentages)
Site leasing	$	161,277	62.0	%	$	144,004	62.2	%	12.0	%
Site development consulting		13,549	5.2	%		14,456	6.2	%	(6.3	)%
Site development construction		85,165	32.8	%		73,022	31.6	%	16.6	%
Total revenues	$	259,991	100.0	%	$	231,482	100.0	%	12.3	%

Site leasing revenue increased due to the increased number of new tenant installations, the amount of lease amendments related to equipment added to our towers and the towers we acquired and constructed during 2005. As of December 31, 2005, we had 8,278 tenants as compared to 7,449 tenants at December 31, 2004. During the year ended 2005, 82% of contractual revenues from new leases and amendments executed in 2005 were related to new tenant installation and 18% were related to additional equipment being added by existing tenants. During the year ended 2004, 88% of contractual revenues from new leases and amendments executed in 2004 were related to new tenant installation and 12% were related to additional equipment being added by existing tenants. Additionally, we have experienced higher average rents per tenant due to higher rents from new tenants, higher rents upon renewal by existing tenants and additional equipment added by existing tenants. Lastly, we added 244 towers to our portfolio in 2005 versus only 15 towers in 2004.

Site development construction revenue increased primarily as a result of revenue generated from a services contract with Cingular in the North and South Carolina markets that was only in its initial stages in 2004. The increase in site development construction revenue is also a result of an increase in the overall volume of work in the second, third, and fourth quarters of 2005 as compared to the same periods of 2004.

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Operating Expenses:

	For the year ended December 31,
	2005		2004		Percentage Change
	(in thousands)
Cost of revenues (exclusive of depreciation, accretion and amortization):
Site leasing	$	47,259	$	47,283	(0.1	)%
Site development consulting		12,004		12,768	(6.0	)%
Site development construction		80,689		68,630	17.6	%
Selling, general and administrative		28,178		28,887	(2.5	)%
Restructuring and other charges		50		250	(80.0	)%
Asset impairment charges		398		7,092	(94.4	)%
Depreciation, accretion and amortization		87,218		90,453	(3.6	)%
Total operating expenses	$	255,796	$	255,363	0.2	%

Site development construction cost of revenue increased primarily as a result of the increase in volume related to the Cingular contract mentioned above, as well as an increase in the overall volume of work in the second, third, and fourth quarters of 2005 as compared to the same periods of 2004.

Asset impairment charges decreased as a result of impairment charges taken on one tower for $0.2 million and the remaining value of the microwave network equipment of $0.2 million for the year ended December 31, 2005 as opposed to charges on 40 towers of $2.6 million and microwave network equipment of $4.5 million for the year ended December 31, 2004.

Operating Income (Loss) From Continuing Operations:

	For the year ended December 31,
	2005		2004
	(in thousands)
Operating income (loss) from continuing operations	$	4,195	$	(23,881	)

The decrease in operating loss from continuing operations primarily was a result of higher revenues and lower overall operating expenses, in particular asset impairment charges, and a decrease in depreciation, accretion and amortization expense in 2005 as compared to 2004.

Segment Operating Profit:

	For the year ended December 31,
	2005		2004		Percentage Change
	(in thousands)
Segment operating profit
Site leasing	$	114,018	$	96,721	17.9	%
Site development consulting		1,545		1,688	(8.5	)%
Site development construction		4,476		4,392	1.9	%
	$	120,039	$	102,801	16.8	%

The increase in site leasing segment operating profit was related primarily to additional revenue per tower generated by the increased number of tenants and tenant equipment on our sites in 2005 versus 2004, without a commensurate increase in the cost of revenues (excluding depreciation, accretion, and amortization) due to property tax reductions and tower operating cost reduction initiatives.

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Other Income (Expense):

	For the year ended ended December 31,
	2005			2004			Percentage Change
	(in thousands)
Interest income	$	2,096		$	516		306.2	%
Interest expense		(40,511	)		(47,460	)	(14.6	)%
Non-cash interest expense		(26,234	)		(28,082	)	(6.6	)%
Amortization of deferred financing fees		(2,850	)		(3,445	)	(17.3	)%
Loss from write-off of deferred financing fees and extinguishment of debt		(29,271	)		(41,197	)	(28.9	)%
Other		31			236		(86.9	)%
Total other expense	$	(96,739	)	$	(119,432	)	(19.0	)%

Interest expense, non-cash interest expense, and amortization of deferred financing fees decreased primarily as a result of the redemptions of 35% of our 9 ³/4% senior discount notes and our 8 ¹/2% senior notes from the gross proceeds of our May and October equity offerings totaling $226.9 million in 2005.

The decrease in loss from write-off of deferred financing fees and extinguishment of debt was attributed to the write-off of $10.2 million of deferred financing fees and $19.1 million of losses on the extinguishment of debt resulting from the retirement of our 10 ¹/4% senior notes, refinancing our senior credit facility, and redemptions of 35% of our 9 ³/4% senior discount notes and our 8 ¹/2% senior notes for the year ended December 31, 2005, versus a write-off of $13.1 million of deferred financing fees and $28.1 million of losses on the extinguishment of debt associated with the early retirement of our 12% senior discount notes, a significant portion of our 10 ¹/4% senior notes and the termination of a prior senior credit facility in the year ended December 31, 2004.

Adjusted EBITDA:

	For the year ended December 31,
	2005		2004		Percentage Change
	(in thousands)
Adjusted EBITDA	$	95,322	$	78,794	21.0	%

The increase in adjusted EBITDA was primarily the result of stronger performance of the site leasing segment operating profit for the year ended December 31, 2005 versus the year ended December 31, 2004.

Discontinued Operations, Net of Income Taxes:

	For the year ended December 31,
	2005			2004			Percentage Change
	(in thousands)
Loss from discontinued operations, net of income taxes	$	(61	)	$	(3,257	)	98.1	%

Loss from discontinued operations of $3.3 million in 2004 was primarily a result of the loss on the western services business, which was sold in 2004, as compared to only trailing cost of $0.06 million recorded in 2005.

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Net Loss:

	For the year ended December 31,
	2005			2004			Percentage Change
	(in thousands)
Net loss	$	(94,709	)	$	(147,280	)	35.7	%

The decrease in net loss is primarily a result of improved operating income (loss) from continuing operations, lower asset impairment charges, lower depreciation, accretion, and amortization expense and lower interest expense and non-cash interest expense for the year ended December 31, 2005 as compared with the year ended December 31, 2004.

Year Ended 2004 Compared to Year Ended 2003

Revenues:

	For the year ended December 31,
	2004		Percentage of Revenues		2003		Percentage of Revenues		Percentage Change
	(in thousands except for percentages)
Site leasing	$	144,004	62.2	%	$	127,852	66.6	%	12.6	%
Site development consulting		14,456	6.2	%		12,337	6.4	%	17.2	%
Site development construction		73,022	31.6	%		51,920	27.0	%	40.6	%
Total revenues	$	231,482	100.0	%	$	192,109	100.0	%	20.5	%

Site leasing revenue increased due to the increased number of tenants and the amount of equipment added to our towers. During the year ended 2004, 88% of contractual revenues from new leases and amendments executed in 2004 were related to new tenant installation and 12% were related to additional equipment being added by existing tenants. During the year ended 2003, 89% of contractual revenues from new leases and amendments executed in 2003 were related to new tenant installation and 11% were related to additional equipment being added by existing tenants. Additionally, we have experienced higher average rents per tenant due to higher rents from new tenants, higher rents upon renewal by existing tenants and additional equipment added by existing tenants.

Site development construction revenue increased primarily as a result of the significant services contract awarded by Sprint in mid 2003, which increased our volume of activity for the year ended December 31, 2004 compared to the same period a year ago.

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Operating Expenses:

	For the year ended December 31,
	2004		2003		Percentage Change
	(in thousands)
Cost of revenues (exclusive of depreciation, accretion and amortization):
Site leasing	$	47,283	$	47,793	(1.1	)%
Site development consulting		12,768		11,350	12.5	%
Site development construction		68,630		47,333	45.0	%
Selling, general and administrative		28,887		30,714	(5.9	)%
Restructuring and other charges		250		2,094	(88.1	)%
Asset impairment charges		7,092		12,993	(45.4	)%
Depreciation, accretion and amortization		90,453		93,657	(3.4	)%
Total operating expenses	$	255,363	$	245,934	3.8	%

Cost of revenues increased primarily due to increased activity associated with the significant services contract awarded by Sprint in mid 2003 related to the site development construction business.

In 2004, we recognized approximately $7.1 million in asset impairment charges related to 40 towers and a microwave network. By comparison, in 2003 we recognized approximately $13.0 million of asset impairment charges related to 70 towers. In addition, selling, general and administrative expenses decreased primarily due to the reduction of bad debt expense of approximately $2.0 million as a result of improved collections and credit quality of our receivables.

Operating Loss from Continuing Operations:

	For the year ended December 31,
	2004			2003			Percentage Change
	(in thousands)
Operating loss from continuing operations	$	(23,881	)	$	(53,825	)	(55.6	)%

This decrease in operating loss from continuing operations primarily was a result of higher revenues and lower asset impairment charges in 2004 as compared to 2003.

Segment Operating Profit:

	For the year ended December 31,
	2004		2003		Percentage Change
	(in thousands)
Segment operating profit
Site leasing	$	96,721	$	80,059	20.8	%
Site development consulting		1,688		987	71.0	%
Site development construction		4,392		4,587	(4.2	)%
	$	102,801	$	85,633	20.0	%

The increase in site leasing segment operating profit related primarily to additional revenue per tower generated by the increased number of tenants on our sites in 2004 versus 2003, without a commensurate increase in the cost of revenues (excluding depreciation, accretion, and amortization) due to tower operating cost reduction initiatives.

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Other Income (Expense):

	For the year ended December 31,
	2004			2003			Percentage Change
	(in thousands)
Interest income	$	516		$	692		(25.4	)%
Interest expense		(47,460	)		(81,501	)	(41.8	)%
Non-cash interest expense		(28,082	)		(9,277	)	202.7	%
Amortization of debt issuance costs		(3,445	)		(5,115	)	(32.6	)%
Loss from write-off of deferred financing fees and extinguishment of debt		(41,197	)		(24,219	)	70.1	%
Other		236			169		39.6	%
Total other expense	$	(119,432	)	$	(119,251	)	0.2	%

Interest expense decreased in 2004 primarily as a result of the repurchases and redemption of the 12% senior discount notes with proceeds from the 9 ³/4% senior discount notes issued in December 2003 and proceeds from our prior senior credit facility which we obtained in January 2004, as well as repurchases of our 10 ¹/4% senior notes throughout 2004.

Non cash interest expense increased due to the amortization of the original interest discount of the 9 ³/4% senior discount notes, which were issued to refinance the 12% senior discount notes in late 2003.

The increase in loss from write-off of deferred financing fees and extinguishment of debt was attributed to a write-off of $13.1 million of deferred financing fees and a $28.1 million loss on the extinguishment of debt associated with the early retirement of our 12% senior discount notes, a significant portion of our 10 ¹/4% senior notes and the termination of the May 2003 senior credit facility in the year ended December 31, 2004 versus the write-off of $4.4 million of deferred financing fees associated with the refinancing of our senior credit facility loans which were repaid in full, and a loss on extinguishment of debt of $19.8 million relating to the repurchase of our 12% senior discount notes for the comparable period in 2003.

Adjusted EBITDA:

	For the year ended December 31,
	2004		2003		Percentage Change
	(in thousands)
Adjusted EBITDA	$	78,794	$	61,018	29.1	%

The increase in adjusted EBITDA was primarily the result of improvement in the site leasing segment operating profit for the year ended December 31, 2004 versus the year ended December 31, 2003.

Discontinued Operations, Net of Income Taxes:

	For the year ended December 31,
	2004			2003		Percentage Change
	(in thousands)
Income (loss) from discontinued operations, net of income taxes	$	(3,257	)	$	202	(1,712.4	)%

The increase in loss from discontinued operations was primarily a result the loss on the western services business which was sold in 2004 versus the gain from discontinued operations relating to the towers sold in the Western tower sale in 2003.

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Cumulative Effect of Changes In Accounting Principle:

	For the year ended December 31,
	2004		2003		Percentage Change
	(in thousands)
Cumulative effect of change in accounting principle	$	—	$	545	(100.0	)%

The 2003 cumulative effect of changes in accounting principle was the result of the adoption of SFAS 143 on January 1, 2003.

Net Loss:

	For the year ended December 31,
	2004			2003			Percentage Change
	(in thousands)
Net loss	$	(147,280	)	$	(175,148	)	(15.9	)%

The decrease in net loss is primarily a result of improved operating income (loss) from continuing operations, lower asset impairment charges and lower depreciation, accretion, and amortization expense and restructuring expense for the year ended December 31, 2004 as compared with the year ended December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation is a holding company with no business operations of its own. Our only significant asset is the outstanding capital stock of SBA Telecommunications, Inc. (“Telecommunications”), which is also a holding company that owns the outstanding capital stock of SBA Senior Finance. SBA Senior Finance owns, directly or indirectly, the capital stock of our subsidiaries or is the sole member if the subsidiary is a limited liability company (“LLC”). We conduct all of our business operations through our SBA Senior Finance subsidiaries.

Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries. The ability of our subsidiaries to pay cash or stock dividends is restricted under the terms of our CMBS Certificates, senior credit facility and the indentures for the 9 ³/4% senior discount notes and the 8 ¹/2% senior notes.

A summary of our cash flows is as follows:

	For the year ended December 31, 2005
	(in thousands)
Summary cash flow information:
Cash provided by operating activities	$	49,767
Cash used in investing activities		(99,283	)
Cash provided by financing activities		25,823
Decrease in cash and cash equivalents		(23,693	)
Cash and cash equivalents, December 31, 2004		69,627
Cash and cash equivalents, December 31, 2005	$	45,934

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Sources of Liquidity

We have traditionally funded our growth, including our tower portfolio growth, through long-term indebtedness. During 2003 and 2004, we issued long-term indebtedness to permit us to redeem our older, more expensive, outstanding notes and reduce our weighted cost of debt. In December 2003, SBA Communications and Telecommunications co-issued $402.0 million of aggregate principal amount at maturity of their 9 ³/4% senior discount notes, and used the proceeds to redeem and/or repurchase all of our 12% senior discount notes and to repurchase a portion of our 10 ¹/4% senior notes. In December 2004, we issued $250.0 million of our 8 ¹/2% senior notes and used the proceeds to redeem and/or repurchase all of our outstanding 10 ¹/4% senior notes, of which we repurchased $186.5 million in December 2004 and redeemed the remaining $50.0 million on February 1, 2005.

On May 11, 2005, we issued 8.0 million shares of our Class A common stock. The shares were issued off of the universal shelf registration statement we have on file with the Securities and Exchange Commission (“SEC”) which registers the issuance of any combination of the following securities: Class A common stock, preferred stock, debt securities, depositary shares or warrants. The net proceeds from the issuance were $75.4 million after deducting underwriting fees and offering expenses, and were used to redeem an accreted balance of $68.9 million of the 9 ³/4% senior discount notes and to pay the applicable premium for the redemption.

On October 5, 2005, we issued 10.0 million shares of our Class A common stock. The shares were issued off of the universal shelf registration statement discussed above. The net proceeds from the issuance were $151.5 million after deducting underwriting fees and offering expenses. On November 7, 2005, these proceeds were used to redeem an accreted balance of $42.9 million of the 9 ³/4% senior discount notes and pay the applicable premium for the redemption, redeem $87.5 million of our 8 ¹/2% senior notes and pay the applicable premium for the redemption and for working capital purposes. After adjustment for the May 11, 2005 and October 5, 2005 offerings, we can still issue up to $21.4 million of securities under our universal shelf registration statement.

On November 18, 2005, SBA CMBS-1 Depositor LLC (the “Depositor”), an indirect subsidiary of SBA Communications, sold, in a private transaction, $405 million of Commercial Mortgage Pass-Through Certificates, Series 2005-1 (the “CMBS Certificates”) issued by SBA CMBS Trust (the “Trust”), a trust established by the Depositor. The CMBS Certificates have a contract weighted average fixed interest rate of 5.6%, and an weighted average interest rate to us of 4.8% after giving effect to the settlement gain of two interest rate swap agreements entered in contemplation of the transaction. The CMBS Certificates are rated investment grade and have an expected life of five years with a final repayment date in 2035. We used a substantial portion of the net proceeds from this issuance to refinance the prior senior credit facility and fund reserves and expenses associated with the CMBS Transaction. The remainder of the net proceeds will be used by us at our discretion.

We also have on file with the SEC a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or companies that provide related services at various locations in the United States. As of December 31, 2005, we have approximately 2.3 million shares of Class A common stock remaining under this shelf registration statement.

On December 22, 2005, we closed on a new senior secured revolving credit facility in the amount of $160.0 million. The new facility consists of a $160.0 million revolving loan which may be borrowed, repaid and redrawn, subject to compliance with certain covenants. The new facility will mature on December 21, 2007. Amounts borrowed under the facility will accrue interest at LIBOR plus a margin that ranges from 75 basis points to 200 basis points or at a base rate plus a margin that ranges from 12.5 basis points to 100 basis points. Amounts borrowed under this facility will be secured by a first lien on substantially all of SBA Senior Finance II’s assets and are guaranteed by certain of our other subsidiaries. No amounts were outstanding under this facility at December 31, 2005. As of December 31, 2005, we were in full compliance with the terms of the new credit facility and had the ability to draw an additional $39.1 million (giving effect to leverage limitations contained in the indenture governing the 9 ³/4% senior discount notes).

A main priority for us continues to be reductions in our weighted average cost of debt. As part of this initiative we have, and may continue to, repurchase for cash and/or equity our higher cost outstanding indebtedness. As a result of our refinancing, debt repurchase and redemption activities, we have reduced our weighted average cost of debt from 7.7% at December 31, 2004 to 7.4% at December 31, 2005.

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Cash provided by operating activities was $49.8 million for the year ended December 31, 2005. This amount was primarily the result of operating income from the site leasing segment exclusive of depreciation, accretion, and amortization.

In addition to our capital restructuring activities completed in 2003, 2004 and 2005, in order to manage our significant levels of indebtedness and to ensure continued compliance with our financial covenants, we may explore a number of alternatives, including selling certain assets or lines of business, issuing equity, repurchasing, restructuring, or refinancing or exchanging for equity some or all of our debt or pursuing other financial alternatives, including securitization transactions, and we may from time to time implement one or more of these alternatives. Upon closing the CMBS Transaction in November 2005, we used a substantial portion of the net proceeds to refinance the entire $400.0 million senior credit facility, which had a balance outstanding of $320.9 million, and we intend to explore the possibilities and alternatives for refinancing our remaining high yield debt securities in the future. One or more of the alternatives may include the possibility of entering into a new credit facility, issuing high yield notes, entering into a securitization transaction, issuing additional shares of common stock or securities convertible into shares of common stock or converting our existing indebtedness into shares of common stock or securities convertible into shares of common stock, any of which would dilute our existing shareholders. We cannot assure you that any of these strategies can be consummated, or if consummated, would effectively address the risks associated with our significant level of indebtedness.

Uses of Liquidity

During 2005, cash used by us relating to financing activities included (1) the payment of $52.5 million relating to the redemption of our outstanding 10 ¹/4% senior notes which were redeemed from proceeds from the issuance of our 8 ¹/2% senior notes in the fourth quarter of 2004, (2) the payment of $75.6 million relating to the redemption of $68.9 million accreted value of our 9 ³/4% senior discount notes, which were redeemed from the net proceeds of the issuance of 8.0 million shares of our Class A common stock in May 2005, (3) the payment of $47.1 million relating to the redemption of $42.9 million accreted value of our 9 ³/4% senior discount notes and the payment of $94.9 million relating to the redemption of $87.5 million of our 8 ¹/2% senior notes, which were redeemed from the net proceeds of the issuance of 10.0 million shares of our Class A common stock in October 2005 and (4) the payment of an aggregate of $320.9 million relating to the repayment and refinancing of our prior senior credit facility.

Our cash capital expenditures for the year ended December 31, 2005 were $81.0 million. Included in this amount was $12.2 million related to new tower construction, $2.8 million for maintenance tower capital expenditures, $3.1 million for augmentations and tower upgrades, $1.6 million for general corporate expenditures, and $4.5 million for ground lease purchases. In addition, we had cash capital expenditures of $56.8 million and issued approximately 1.7 million shares of Class A common stock in connection with the acquisition of 208 towers, related prorated rental receipts and payments, and earnouts for the year ended December 31, 2005.

The $12.2 million of new tower construction included costs associated with the completion of 36 new towers during 2005 and costs incurred on sites currently in process. As of February 20, 2006, we plan to make total cash capital expenditures during 2006 of $25.5 million to $32.5 million primarily in connection with our plans to build between 80 and 100 towers, and to make cash expenditures of approximately $48.4 million relating to the acquisition of 164 towers already acquired or under signed purchase agreements as of February 20, 2006. All of these planned capital expenditures are expected to be funded by cash on hand, cash flow from operations, availability under our new senior credit facility, and/or through the issuances of our Class A common stock in connection with tower acquisitions.

We estimate we will incur approximately $1,000 per tower per year for capital improvements or modifications to our towers. All of these planned capital expenditures are expected to be funded by cash on hand and cash flow from operations. The exact amount of our future capital expenditures will depend on a number of factors including amounts necessary to support our tower portfolio and our new tower build program.

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Debt Service Requirements

At December 31, 2005, we had $216.9 million outstanding of the 9 ³/4% senior discount notes. The 9 ³/4% notes accrete in value until December 15, 2007, at which time they will have a fully accreted balance of $261.3 million. These notes mature December 15, 2011. Interest on these notes is payable June 15 and December 15, beginning June 15, 2008.

At December 31, 2005, we had $162.5 million outstanding of our 8 ¹/2% senior notes. The 8 ¹/2% notes mature on December 1, 2012. Interest on these notes is payable June 1 and December 1, and begun on June 1, 2005. Based on the amounts outstanding at December 31, 2005, annual debt service on these notes is $13.8 million.

At December 31, 2005, we had $405.0 million outstanding of our CMBS Certificates. The CMBS Certificates have an anticipated repayment date of November 15, 2010. Interest on the CMBS Certificates is payable monthly in arrears, generally on the 15^th day of each month. Based on the amounts outstanding at December 31, 2005, annual debt service on these notes is $22.7 million.

At December 31, 2005, we had no amounts outstanding under our senior credit facility. Based on there being no amounts outstanding and the unused commitment fees in effect, we estimate our annual debt service including amortization to be approximately $0.6 million annually related to our senior credit facility.

Capital Instruments

Senior Notes and Senior Discount Notes

The 8 ¹/2% senior notes are unsecured and are pari passu in right of payment with our other existing and future senior indebtedness. The 9 ³/4% senior discount notes were co-issued by SBA Communications and Telecommunications in December 2003, are unsecured, rank pari passu with the senior indebtedness and are structurally senior to all indebtedness of SBA Communications. Both the 8 ¹/2% senior notes and the 9 ³/4% senior discount notes place certain restrictions on, among other things, the incurrence of debt and liens, issuance of preferred stock, payment of dividends or other distributions, sale of assets, transactions with affiliates, sale and leaseback transactions, certain investments and our ability to merge or consolidate with other entities.

CMBS Certificates

On November 18, 2005, the Depositor sold, in a private transaction $405 million of CMBS Certificates, Series 2005-1 issued by the Trust. The CMBS Certificates consist of five classes, all of which are rated investment grade, as indicated in the table below:

Subclass	Initial Subclass Principal Balance		Pass through Interest Rate
	(in thousands)
2005-1A	$	238,580	5.369	%
2005-1B		48,320	5.565	%
2005-1C		48,320	5.731	%
2005-1D		48,320	6.219	%
2005-1E		21,460	6.709	%
	$	405,000	5.608	%

The contract weighted average fixed interest rate of the Certificates is 5.6%, and the effective weighted average fixed interest rate to SBA Properties is 4.8% after giving effect to a settlement gain of two interest rate swap agreements entered in contemplation of the transaction. The CMBS Certificates have an

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expected life of five years with a final repayment date in 2035. The proceeds of the CMBS Certificates were primarily used to purchase the prior senior credit facility of SBA Senior Finance and to fund reserves and pay expenses associated with the offering.

The purpose of the CMBS transaction was to refinance our prior senior credit facility and therefore continue to improve our balance sheet. In connection with the CMBS Transaction, the prior senior credit facility was amended and restated to replace SBA Properties as the new borrower, to completely release SBA Finance and the other guarantors of any obligations under the senior credit facility, to increase the principal amount of the loan to $405.0 million and to amend various other terms (as amended and restated, the “Mortgage Loan”). Furthermore, the Mortgage Loan was purchased by the Depositor with proceeds from the CMBS Transaction. The Depositor then assigned the Mortgage Loan to the Trust, who has all rights as lender under the Mortgage Loan.

Interest on the Mortgage Loan will be paid from the operating cash flows from SBA Properties’ 1,714 tower sites. SBA Properties is required to make monthly payments of interest on the Mortgage Loan. Subject to certain limited exceptions described below, no payments of principal will be required to be made prior to the monthly payment date in November 2010, which is the anticipated repayment date. However, if the debt service coverage ratio, defined as the Net Cash Flow (as defined in the Mortgage Loan agreement) divided by the amount of interest on the Mortgage Loan, servicing fees and trustee fees that SBA Properties will be required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30 times or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as excess cash flow, will be deposited into a reserve account instead of being released to SBA Properties. The funds in the reserve account will not be released to SBA Properties unless the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the Mortgage Loan. Otherwise, on a monthly basis, the excess cash flow of SBA Properties held by the Trustee after payment of principal, interest, reserves and expenses is distributed to SBA Properties.

SBA Properties may not prepay the Mortgage Loan in whole or in part at any time prior to November 2010, except in limited circumstances (such as the occurrence of certain casualty and condemnation events relating to SBA Properties’ tower sites). Thereafter, prepayment is permitted provided it is accompanied by any applicable prepayment consideration. If the prepayment occurs within nine months of the final maturity date, no prepayment consideration is due. The entire unpaid principal balance of the Mortgage Loan will be due in November 2035. The Mortgage Loan may be defeased in whole at any time.

The Mortgage Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the 1,714 tower sites and their operating cash flows, (2) a security interest in substantially all of SBA Properties’ personal property and fixtures and (3) SBA Properties’ rights under the management agreement it entered into with SBA Network Management, Inc. relating to the management of SBA Properties’ tower sites by SBA Network pursuant to which SBA Network arranges for the payment of all operating expenses and the funding of all capital expenditures out of amounts on deposit in one or more operating accounts maintained on SBA Properties’ behalf. For each calendar month, SBA Network is entitled to receive a management fee equal to 10% of SBA Properties’ operating revenues for the immediately preceding calendar month.

December 2005 Senior Credit Facility

On December 20, 2005, SBA Senior Finance II closed on a new senior credit facility in the amount of $160.0 million. This facility consists of a revolving line of credit that may be borrowed, repaid and redrawn. Amounts borrowed under the facility will accrue interest at LIBOR plus a margin that ranges from 75 basis points to 200 basis points or at a base rate plus a margin that ranges from 12.5 basis points to 100 basis points. All outstanding amounts under the term facility are due December 21, 2007. This facility replaces our prior senior credit facility which was assigned and became the Mortgage Loan in connection with the CMBS Transaction, as discussed above.

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Amounts borrowed under this facility are secured by a first lien on substantially all of SBA Senior Finance II’s assets. In addition, each of SBA Senior Finance II’s subsidiaries has guaranteed the obligations of SBA Senior Finance II under the senior credit facility and has pledged substantially all of their respective assets to secure such guarantee.

The new senior credit facility requires SBA Senior Finance II to maintain specified financial ratios, including ratios regarding its debt to annualized operating cash flow, debt service, cash interest expense and fixed charges for each quarter. This new senior credit facility contains affirmative and negative covenants that, among other things, restrict its ability to incur debt and liens, sell assets, commit to capital expenditures, enter into affiliate transactions or sale-leaseback transactions, and/or build towers without anchor tenants. Additionally, this facility permits distributions by SBA Senior Finance II to Telecommunications and SBA Communications to service their debt, pay consolidated taxes, pay holding company expenses and for the repurchase of senior notes or senior discount notes subject to compliance with the covenants discussed above. SBA Senior Finance II’s ability in the future to comply with the covenants and access the available funds under the senior credit facility in the future will depend on its future financial performance. As of December 31, 2005, we were in full compliance with the financial covenants contained in this agreement.

Registration Statements

We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or companies that provide related services at various locations in the United States. During the year ended December 31, 2005, we issued approximately 1.7 million shares of Class A common stock under this registration statement as partial consideration in connection with the acquisition of 208 towers and related assets. As of December 31, 2005, we had approximately 2.3 million shares of Class A common stock remaining under this shelf registration statement.

We also have on file with the Commission a universal shelf registration statement registering Class A common stock, preferred stock, debt securities, depositary shares or warrants. During the year ended December 31, 2005, we issued 18.0 million shares of our Class A common stock in connection with our May and October 2005 equity offerings. As of December 31, 2005, we can still issue up to $21.4 million of securities under our universal shelf registration statement.

Inflation

The impact of inflation on our operations has not been significant to date. However, we cannot assure you that a change in the rate of inflation in the future will not adversely affect our operating results.

Recent Accounting Pronouncements

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment”. SFAS No. 123R is a revision of SFAS 123 and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. Pro forma disclosure is no longer an alternative under the new standard. Although early adoption is allowed, we will adopt SFAS 123R as of the required effective date for calendar year companies, which is January 1, 2006.

SFAS 123R permits companies to adopt its requirements using either a “modified prospective” method, or a “modified retrospective” method. Under the “modified prospective” method, compensation expense is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of SFAS 123R. Under the “modified retrospective” method, the requirements

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are the same as under the “modified prospective” method, but also permit entities to restate financial statements of previous periods based on proforma disclosures made in accordance with SFAS 123. We have determined that we will use the “modified prospective” method to recognize compensation expense.

We currently utilize the Black-Scholes option pricing model to measure the fair value of stock options granted to our employees. While SFAS 123R permits entities to continue to use such a model, the standard also permits the use of a more complex binomial, or “lattice” model. Based upon our evaluation of the alternative models available to value option grants, we have determined that we will continue to use the Black-Scholes model for option valuation.

Other Pronouncements

In May 2005, FASB issued Statement No. 154, “Accounting Changes and Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). This standard replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS 154 requires that the change in accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. Such a change would require us to restate its previously issued financial statements to reflect the change in accounting principle to prior periods presented. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS 154 is not expected to have a material impact on our results of operations and financial position.

In March 2005, FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations (an interpretation of FASB Statement No. 143)” (“FIN 47”) was issued. FIN 47 provides clarification with respect to the timing of liability recognition of legal obligations associated with the retirement of tangible long-lived assets when the timing and/or method of settlement of the obligation are conditional on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005 for calendar-year enterprises). The adoption of this statement did not have a material impact on our Consolidated Financial Statements.

In December 2004, the FASB issued SFAS No.153, “Exchanges of Nonmonetary Assets—an Amendment of APB No. 29” (“SFAS 153”). The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have “commercial substance.” This standard was effective for nonmonetary asset exchanges occurring after July 1, 2005. The adoption of this standard did not have a material impact on our Consolidated Financial Statements.

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Commitments and Contractual Obligations

The following table summarizes our scheduled contractual commitments as of December 31, 2005:

Contractual Obligations	Total		Less than 1 Year		1-3 Years		4-5 Years		More than 5 Years
Long-term debt	$	784,392	$	—	$	—	$	—	$	784,392
Interest payments(1)		309,020		37,125		100,227		120,833		50,835
Operating leases		626,174		28,281		55,640		55,314		486,939
Employment agreements		1,935		1,015		920		—		—
Total	$	1,721,521	$	66,421	$	156,787	$	176,147	$	1,322,166

⁽¹⁾ Includes interest payments on the 8 ¹/2% senior notes and 5.6% on the CMBS Certificates based on their stated interest rates, unused line fees associated with the senior credit facility and cash interest on the 9 ³/4% senior discount notes that commences June 15, 2008.

Off-Balance Sheet Arrangements

We are not involved in any off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business. We are subject to interest rate risk on our senior credit facility and any future financing requirements. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate senior notes and our borrowings under our senior credit facility. As of December 31, 2005, long-term fixed rate borrowings represented 100% of our total borrowings.

The following table presents the future principal payment obligations and interest rates associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, 2005:

	Expected Maturity Date
	2006	2007	2008	2009	2010	Thereafter		Total		Fair Value
	(in thousands)
Long-term debt:
Fixed rate CMBS Certificates (currently 5.6% at December 31, 2005)	—	—	—	—	—	$	405,000	$	405,000	$	408,516
Fixed rate 9 3/4% senior discount notes(1)	—	—	—	—	—	$	261,316	$	261,316	$	243,677
Fixed rate 8 1/2% senior notes	—	—	—	—	—	$	162,500	$	162,500	$	181,188

⁽¹⁾ The amount included for the 9 ³/4% senior discount notes represents the accreted value of the notes at their maturity date. As of December 31, 2005, these notes had an accreted value of $216.9 million and a fair value of $243.7 million.

Our primary market risk exposure relates to (1) our ability to refinance our 9 ³/4% senior discount notes, our 8 ¹/2% senior notes, and CMBS Certificates at their expected repayment dates or at maturity at market rates, and (2) the impact of interest rate movements on our ability to meet financial covenants. We manage the interest rate risk on our outstanding long-term and short-term debt through our use of fixed and variable rate debt. While we cannot predict or manage our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.

Senior Note and Senior Discount Note Disclosure Requirements

The indentures governing our 8 ¹/2% senior notes and our 9 ³/4% senior discount notes require certain financial disclosures for restricted subsidiaries separate from unrestricted subsidiaries. As of December 31, 2005, we had no unrestricted subsidiaries. Additionally, we are required to disclose (i) Tower Cash Flow, as defined in the indentures, for the most recent fiscal quarter and (ii) Adjusted Consolidated Cash Flow, as defined in the

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indentures, for the most recently completed four-quarter period. This information is presented solely as a requirement of the indentures. Such information is not intended as an alternative measure of financial position, operating results or cash flows from operations (as determined in accordance with generally accepted accounting principles). Furthermore, our measure of the following information may not be comparable to similarly titled measures of other companies.

Tower Cash Flow and Adjusted Consolidated Cash Flow, as defined in our senior notes and senior discount note indentures, are as follows:

	9 3/4% Senior Discount Notes
	(in thousands)
HoldCo Tower Cash Flow for the three months ended December 31, 2005(1)	$	31,813
OpCo Tower Cash Flow for the three months ended December 31, 2005(2)	$	31,813
HoldCo Adjusted Consolidated Cash Flow for the twelve months ended December 31, 2005	$	105,631
OpCo Adjusted Consolidated Cash Flow for the twelve months ended December 31, 2005	$	111,015

⁽¹⁾ In the indenture for the 9 ³/4% senior discount notes HoldCo is referred to as the “Co-Issuer” or SBA Communications

⁽²⁾ In the indenture for the 9 ³/4% senior discount notes OpCo is referred to as the “Company” or SBA Telecommunications, Inc.

	8 1/2% Senior Notes
	(in thousands)
Tower Cash Flow for the three months ended December 31, 2005	$	31,813
Adjusted Consolidated Cash Flow of the Company for the twelve months ended December 31, 2005	$	105,631
Adjusted Consolidated Cash Flow of SBA Senior Finance for the twelve months ended December 31, 2005	$	111,280

Special Note Regarding Forward Looking Statements

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

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

• our belief that we will experience continued long-term growth of our site leasing revenues due to increasing minutes of use and network coverage and capacity requirements;

• our strategy to focus our business on the site leasing business, and the consequential shift in our revenue stream and gross profits from project driven revenues to recurring revenues, predictable operating costs and minimal capital expenditures;

• our belief that focusing our site leasing activities in the Eastern third of the United States will improve our operating efficiencies, reduce overhead expenses and procure higher revenue per tower;

• our expectation of growing our cash flows by using existing tower capacity or requiring carriers to bear all or a portion of the cost of tower modifications;

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• our belief that our towers have significant capacity to accommodate additional tenants and increased use of our towers can be achieved at a low incremental cost;

• our intention to selectively invest in new tower builds and/or tower acquisitions and to fund such new tower builds and/or acquisitions in part from our cash flow from operating activities;

• our intent to purchase the land that underlies our towers if available at commercially reasonable prices;

• our expectations regarding our new build program and our intent to build 80 - 100 new towers in 2006;

• our intent that substantially all of our new builds will at least have one tenant upon completion and our expectation that some will have multiple tenants;

• our belief regarding our position to capture additional site leasing business in our markets and identify and participate in site development projects across our markets;

• our estimates regarding our annual debt service and cash interest requirements in 2006 and thereafter; and

• our estimates regarding cash savings in debt service and amortization payments in 2006 as a result of our debt refinancing activities and our intent to continue to reduce our interest expense.

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

• our inability to sufficiently increase our revenues and maintain or decrease expenses and cash capital expenditures to permit us to fund operations and meet our obligations as they become due;

• our ability to further reduce our interest expense;

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

• our ability to continue to comply with covenants and the terms of our senior credit facility and to access sufficient capital to fund our operations;

• our ability to secure as many site leasing tenants as planned;

• our ability to expand our site leasing business and maintain or expand our site development business;

• our ability to successfully build 80 - 100 new towers in 2006;

• our ability to successfully implement our strategy of having at least one tenant on each new build upon completion;

• our ability to successfully address zoning issues;

• our ability to retain current lessees on our towers;

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

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

We assume no responsibility for updating forward-looking statements contained in this Annual Report on Form 10-K.

40

Non-GAAP Financial Measures

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

Adjusted EBITDA

We define Adjusted EBITDA as loss from continuing operations plus net interest expenses, provision for income taxes, depreciation, accretion and amortization, asset impairment charges, non-cash compensation, restructuring and other charges, and other expenses and excluding non-cash leasing revenue and non-cash ground lease expense. We have included this non-GAAP financial measure because we believe this item is an indicator of the profitability and performance of our core operations and reflects the changes in our operating results. In addition, Adjusted EBITDA is a component of the calculation used by our lenders to determine compliance with some of our debt instruments, particularly our senior credit facility. Adjusted EBITDA is not intended to be an alternative measure of operating income as determined in accordance with GAAP.

The Non-GAAP measurements of Adjusted EBITDA and the Adjusted EBITDA margin have certain material limitations, including:

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

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

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

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

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

41

	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Loss from continuing operations	$	(94,648	)	$	(144,023	)	$	(174,805	)
Add back (deduct):
Interest income		(2,096	)		(516	)		(692	)
Interest expense		40,511			47,460			81,501
Non-cash interest expense		26,234			28,082			9,277
Amortization of deferred financing fees		2,850			3,445			5,115
Depreciation, accretion and amortization		87,218			90,453			93,657
Asset impairment charges		398			7,092			12,993
Provision for income taxes		2,104			710			1,729
Loss from write off of deferred financing fees and extinguishment of debt		29,271			41,197			24,219
Non-cash compensation (included in selling, general, and administrative)		462			470			803
Non-cash leasing revenue		(1,765	)		(1,169	)		(2,372	)
Non-cash ground lease expense		4,764			5,579			5,852
Restructuring expense		50			250			2,094
Other		(31	)		(236	)		1,647
Adjusted EBITDA	$	95,322		$	78,794		$	61,018

Segment Operating Profit

Each respective Segment Operating Profit is defined as segment revenues less segment cost of revenues (excluding depreciation, accretion and amortization). Total Segment Operating Profit is the total of the operating profits of the two segments. Segment Operating Profit is, in our opinion, an indicator of the operating performance of our site leasing and site development segments and is used to provide management with the ability to monitor the operating results and margin of each segment, while excluding the impact of depreciation and amortization. Segment Operating Profit is not intended to be alternative measures of revenue or operating income as determined in accordance with generally accepted accounting principles.

42

	Site leasing segment
	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Segment revenue	$	161,277		$	144,004		$	127,852
Segment cost of revenues (excluding depreciation, accretion and amortization)		(47,259	)		(47,283	)		(47,793	)
Segment operating profit	$	114,018		$	96,721		$	80,059
	Site development consulting segment
	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Segment revenue	$	13,549		$	14,456		$	12,337
Segment cost of revenues (excluding depreciation, accretion and amortization)		(12,004	)		(12,768	)		(11,350	)
Segment operating profit	$	1,545		$	1,688		$	987
	Site development construction segment
	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Segment revenue	$	85,165		$	73,022		$	51,920
Segment cost of revenues (excluding depreciation, accretion and amortization)		(80,689	)		(68,630	)		(47,333	)
Segment operating profit	$	4,476		$	4,392		$	4,587

The Non-GAAP measurement of Segment Operating Profit has certain material limitations. Specifically this measurement does not include depreciation, accretion, and amortization expense. Because depreciation, accretion, and amortization expense is required by GAAP as it is deemed to reflect additional operating expenses relating to our site leasing and site development segments, any measure that excludes these items has material limitations. We compensate for these limitations by using Segment Operating Profit as only one of several comparative tools, together with GAAP measurements, to assist in the evaluation of the cash generation of our segment operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements and supplementary data are on pages F-1 through F-35.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures - We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are

43

designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2005, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on such evaluation, our CEO and CFO concluded that, as of December 31, 2005, our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting - Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of management, including the CEO and CFO, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting, as of December 31, 2005, based upon the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation under the framework in Internal Control — Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2005. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2005 has been audited by Ernst & Young LLP, an independent certified registered public accounting firm, as stated in their attestation report which appears below.

Report of Independent Certified Registered Public Accounting Firm on Internal Control over Financial Reporting

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, that SBA Communications Corporation and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). SBA Communications Corporation and Subsidiaries management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that SBA Communications Corporation and Subsidiaries maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, SBA Communications Corporation and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2005, and our report dated March 8, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

West Palm Beach, Florida

March 8, 2006

ITEM 9B. OTHER INFORMATION

Amendments to Employment Agreements with Messrs. Stoops, Hunt and Bagwell

On November 10, 2005, SBA Properties, Inc., SBA Communications and each of Messrs. Stoops, Bagwell and Hunt entered into an amendment to each of their Employment Agreements (the “Amendments”). The sole purpose of the Amendments was to assign each of the Employment Agreements from SBA Properties to SBA Communications. Under the Amendments, each of Messrs. Stoops, Bagwell and Hunt consented to the assignment and assumption of their respective Employment Agreements. The Employment Agreements remain unchanged in all other respects. These Amendments were entered into in conjunction with the CMBS transaction.

Compensation Committee Actions Regarding Executive Officer Salary and Bonus

During the first quarter of 2006, SBA Communications’ Compensation Committee (the “Compensation Committee”) approved a base salary increase for Mr. Stoops of 4.6% and increases ranging from 2.8% to 6.7% for each of our other named executive officers.

During the first quarter of 2006, the Compensation Committee approved a discretionary cash bonus payment for certain of its named executive officers, Messrs. Stoops, Bagwell, Hunt and Macaione in the amount of $400,000, $90,000, $200,000 and $95,000, respectively. The Compensation Committee also approved an annual cash bonus payment for our other named executive officer Mr. Silberstein in the amount of $187,752, equal to 139% of his target bonus calculated pursuant to the terms of his bonus plan. Pursuant to the terms of his bonus plan, Mr. Silberstein has a target bonus equal to 100% of his base salary determined in relation to the Company’s budget at the beginning of each year. Of Mr. Silberstein’s target bonus, 85% is calculated pursuant to a formula based on (1) the amount of revenue added through new leases and amendments, (2) average rents paid by initial tenants and (3) tenant loss, and 15% is based upon our Adjusted EBITDA. The

44

amount of the bonus paid may be more or less depending on the amount of revenue added through new leases and amendments and rents paid. In 2005, the Company’s actual leasing results exceeded its budget.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Ethics is located on our internet web site at www.sbasite.com under “Investor Relations-Corporate Governance.”

The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2006 Annual Meeting of Shareholders to be filed on or before April 30, 2006.

ITEM 11. EXECUTIVE COMPENSATION

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2006 Annual Meeting of Shareholders to be filed on or before April 30, 2006.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The items required by Part III, Item 12 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2006 Annual Meeting of Shareholders to be filed on or before April 30, 2006.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2006 Annual Meeting of Shareholders to be filed on or before April 30, 2006.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2006 Annual Meeting of Shareholders to be filed on or before April 30, 2006.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

(1) Financial Statements

See Item 8 for Financial Statements included with this Annual Report on Form 10-K.

(2) Financial Statement Schedules

None.

(3) Exhibits

Exhibit No.	Description of Exhibits
3.4	—Fourth Amended and Restated Articles of Incorporation of SBA Communications Corporation.(1)
3.5	—Amended and Revised By-Laws of SBA Communications Corporation.(1)

45

4.4	—Indenture, dated as of February 2, 2001, between SBA Communications Corporation and State Street Bank and Trust Company, as trustee, relating to $500,000,000 in aggregate principal amount and maturity of 10 1/4% senior notes due 2009.(2)
4.5	—Form of 10 1/4% senior note due February 1, 2009.(2)
4.6	—Rights Agreement, dated as of January 11, 2002, between SBA Communications Corporation and the Rights Agent.(3)
4.7	—Indenture, dated as of December 19, 2003, among SBA Communications Corporation, SBA Telecommunications, Inc. and U.S. Bank National Association, as trustee, relating to the $402,024,000 in aggregate principal amount at maturity of 9 3/4% senior discount notes due 2011.(4)
4.8	—Form of 9 3/4% senior discount note due 2011.(4)
4.9	—Indenture, dated as of December 14, 2004, between SBA Communications Corporation and U.S. Bank, N.A., as trustee, relating to $250,000,000 aggregate principal amount of 8 1/2% senior notes due 2012. (11)
4.10	—Form of 8 1/2% senior note due December 1, 2012.(11)
5.1	—Opinion of Akerman Senterfitt regarding validity of common stock.*
10.1	—SBA Communications Corporation Registration Rights Agreement dated as of March 5, 1997, among the Company, Steven E. Bernstein, Ronald G. Bizick, II and Robert Grobstein.(5)
10.3	—Purchase and Sale Agreement, dated as of March 17, 2003, by and among SBA Properties, Inc.*, SBA Towers, Inc., SBA Properties Louisiana LLC and AAT Communications Corp.(6)
10.23	—1996 Stock Option Plan.(1)+
10.24	—1999 Equity Participation Plan.(1)+
10.25	—1999 Stock Purchase Plan.(1)+
10.27	—Incentive Stock Option Agreement, dated as of September 5, 2000, between SBA Communications Corporation and Thomas P. Hunt.(7)+
10.28	—Restricted Stock Agreement, dated as of September 5, 2000, between SBA Communications Corporation and Thomas P. Hunt.(75)+
10.33	—2001 Equity Participation Plan.(8)+
10.35	—Employment Agreement, dated as of February 28, 2003, between SBA Properties Inc. and Jeffrey A. Stoops.(9)+
10.35A	—Amendment to Employment Agreement, dated as of June 24, 2005, by and between SBA Properties, Inc. and Jeffrey A. Stoops.(11)+
10.35B	—Amendment to Employment Agreement, dated as of November 10, 2005, by and between SBA Properties, Inc., SBA Communications Corporation and Jeffrey A. Stoops.*+
10.36	—Employment Agreement, dated as of February 28, 2003, between SBA Properties Inc. and Kurt L. Bagwell.(9)+
10.36A	—Amendment to Employment Agreement, dated as of November 10, 2005, by and between SBA Properties, Inc., SBA Communications Corporation and Kurt L. Bagwell.*+
10.37	—Employment Agreement, dated as of February 28, 2003, between SBA Properties Inc. and Thomas P. Hunt.(9)+
10.37A	—Amendment to Employment Agreement, dated as of November 10, 2005, by and between SBA Properties, Inc., SBA Communications Corporation and Thomas P. Hunt.*+
10.41	—$400,000,000 Amended and Restated Credit Agreement, dated as of January 30, 2004, among SBA Senior Finance, Inc., as borrower, the lenders from time to time parties thereto, Lehman Brothers Inc. and Deutsche Bank Securities Inc., as Joint Lead Arrangers and Bookrunners, Lehman Commercial Paper Inc., as Administrative Agent, General Electric Capital Corporation as Co-Lead Arranger and Co-Syndication Agent, and TD Securities (USA) Inc., as Documentation Agent.(4)
10.42	—Guarantee and Collateral Agreement dated January 30, 2004 among SBA Communications Corporation, SBA Telecommunications, Inc., SBA Senior Finance, Inc. and certain of their subsidiaries in favor of Lehman Commercial Paper, Inc.(4)
10.44	—First Amendment, dated as of November 12, 2004, to the Amended and Restated Credit Agreement, dated as of January 30, 2004, among SBA Senior Finance, Inc., as borrower, the lenders from time to time parties thereto, Lehman Brothers Inc. and Deutsche Bank Securities Inc., as Joint Advisors, Joint Lead Arrangers and Bookrunners, Lehman Commercial Paper Inc., as Administrative Agent, General Electric Capital Corporation as Co-Lead Arranger and Co-Syndication Agent, and TD Securities (USA) Inc., as Documentation Agent. (10)

46

10.45	—Second Amendment, dated as of June 16, 2005, to the Amended and Restated Credit Agreement, dated as of January 30, 2004, among SBA Senior Finance, Inc., as borrower, the lenders from time to time parties thereto, Lehman Brothers Inc. and Deutsche Bank Securities Inc., as Joint Advisors, Joint Lead Arrangers and Bookrunners, Lehman Commercial Paper Inc., as Administrative Agent, General Electric Capital Corporation as Co-Lead Arranger and Co-Syndication Agent, and TD Securities (USA) Inc., as Documentation Agent. (13)
10.47	—$160,000,000 Credit Agreement, dated as of December 21, 2005, among SBA Senior Finance II LLC, as borrower, the lenders from time to time parties thereto, GE Capital Markets, Inc., as Lead Arranger and Bookrunner, General Electric Capital Corporation, as Administrative Agent, TD Securities (USA) LLC, as Co-Lead Arranger and Syndication Agent, and DB Structured Products, Inc. and Lehman Commercial Paper, Inc., as Co-Documentation Agents. (14)
10.48	—Guarantee and Collateral Agreement, dated as of December 21, 2005, among SBA Communications Corporation, SBA Telecommunications, Inc., SBA Senior Finance, Inc., SBA Senior Finance II LLC and certain of their subsidiaries in favor of General Electric Capital Corporation. (14)
10.49	—Amended and Restated Loan and Security Agreement, dated as of November 18, 2005, by and between SBA Properties, Inc. and the Additional Borrower or Borrowers that may become a party thereto and SBA CMBS 1 Depositor LLC.*
10.50	—Management Agreement, dated as of November 18, 2005, by and among SBA Properties, Inc., SBA Network Management, Inc. and SBA Senior Finance, Inc.*
21	—Subsidiaries.*
23.1	—Consent of Ernst & Young LLP.*
31.1	—Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	—Certification by Anthony J. Macaione, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	—Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	—Certification by Anthony J. Macaione, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

+ Management contract or compensatory plan or arrangement.

* Filed herewith

⁽¹⁾ Incorporated by reference to the Registration Statement on Form S-1 previously filed by the Registrant (Registration No. 333-76547).

⁽²⁾ Incorporated by reference to the Registration Statement on Form S-4 previously filed by the Registrant (Registration No. 333-58128).

⁽³⁾ Incorporated by reference to the Form 8-K, dated January 11, 2002, previously filed by the Registrant.

⁽⁴⁾ Incorporated by reference to the Form 10-K for the year ended December 31, 2003 previously filed by the Registrant.

⁽⁵⁾ Incorporated by reference to the Registration Statement on Form S-4 previously filed by the Registrant (Registration No. 333-50219).

⁽⁶⁾ Incorporated by reference to Form 8-K, dated May 9, 2003, previously filed by Registrant.

⁽⁷⁾ Incorporated by reference to the Form 10-K for the year ended December 31, 2000, previously filed by the Registrant.

⁽⁸⁾ Incorporated by reference to the Registration Statement on Form S-8, previously filed by the Registrant (Registration No. 333-69236).

⁽⁹⁾ Incorporated by reference to the Form 10-K for the year ended December 31, 2002, previously filed by the Registrant.

⁽¹⁰⁾ Incorporated by reference to the Form 8-K, dated November 12, 2004, previously filed by the Registrant.

⁽¹¹⁾ Incorporated by reference to the Form 10-K for the year ended December 31, 2004, previously filed by the Registrant.

⁽¹²⁾ Incorporated by reference to the Form 10-Q for the quarter ended June 30, 2005, previously filed by the Registrant.

⁽¹³⁾ Incorporated by reference to the Form 8-K, dated June 16, 2005, previously filed by the Registrant.

⁽¹⁴⁾ Incorporated by reference to the Form 8-K, dated December 21, 2005, previously filed by the Registrant.

47

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SBA COMMUNICATIONS CORPORATION
By:	/s/    STEVEN E. BERNSTEIN
	Steven E. Bernstein
	Chairman of the Board of Directors
Date:	March 10, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEVEN E. BERNSTEIN	Chairman of the Board of Directors	March 10, 2006
Steven E. Bernstein
/s/ JEFFREY A. STOOPS	Chief Executive Officer and President (Principal Executive Officer)	March 10, 2006
Jeffrey A. Stoops
/s/ ANTHONY J. MACAIONE	Chief Financial Officer (Principal Financial Officer)	March 10, 2006
Anthony J. Macaione
/s/ BRENDAN T. CAVANAGH	Chief Accounting Officer (Principal Accounting Officer)	March 10, 2006
Brendan T. Cavanagh
/s/ BRIAN C. CARR	Director	March 10, 2006
Brian C. Carr
/s/ DUNCAN H. COCROFT	Director	March 10, 2006
Duncan H. Cocroft
/s/ PHILIP L. HAWKINS	Director	March 10, 2006
Philip L. Hawkins
/s/ JACK LANGER	Director	March 10, 2006
Jack Langer
/s/ STEVEN E. NIELSEN	Director	March 10, 2006
Steven E. Nielsen

48

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

	Page
Report of Independent Certified Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2005 and 2004	F-2
Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003	F-3
Consolidated Statements of Shareholders’ Equity (Deficit) for the years ended December 31, 2005, 2004 and 2003	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003	F-5
Notes to Consolidated Financial Statements	F-7

REPORT OF INDEPENDENT CERTIFIED REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of SBA Communications Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and Subsidiaries as of December 31, 2005 and 2004 and the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of SBA Communications Corporation and Subsidiaries at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of SBA Communications Corporation and Subsidiaries internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2006 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

West Palm Beach, Florida

March 8, 2006

F-1

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

	December 31, 2005			December 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	45,934		$	69,627
Short term investments		19,777			—
Restricted cash		19,512			2,017
Accounts receivable, net of allowances of $1,136 and $1,731 in 2005 and 2004, respectively		17,533			21,125
Costs and estimated earnings in excess of billings on uncompleted contracts		25,184			19,066
Prepaid and other current expenses		4,248			4,327
Assets held for sale		—			10
Total current assets		132,188			116,172
Property and equipment, net		728,333			745,831
Intangible assets, net		31,491			1,365
Deferred financing fees, net		19,931			19,421
Other assets		40,593			34,455
Total assets	$	952,536		$	917,244
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	17,283		$	15,204
Accrued expenses		15,544			14,997
Deferred revenue		11,838			10,810
Interest payable		3,880			3,729
Long term debt, current portion		—			3,250
Billings in excess of costs and estimated earnings on uncompleted contracts		1,391			1,251
Other current liabilities		2,207			1,762
Total current liabilities		52,143			51,003
Long term liabilities:
Long term debt		784,392			924,456
Deferred revenue		302			384
Other long-term liabilities		34,268			30,072
Total long term liabilities		818,962			954,912
Commitments and contingencies
Shareholders’ equity (deficit):
Preferred stock - $.01 par value, 30,000 shares authorized, none issued or outstanding		—			—
Common Stock - Class A par value $.01, 200,000 shares authorized, 85,615 and 64,903 shares issued and outstanding at December 31, 2005 and 2004, respectively		856			649
Additional paid-in capital		990,181			740,037
Accumulated deficit		(924,066	)		(829,357	)
Accumulated other comprehensive income		14,460			—
Total shareholders’ equity (deficit)		81,431			(88,671	)
Total liabilities and shareholders’ equity (deficit)	$	952,536		$	917,244

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

F-2

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	For the year ended December 31,
	2005			2004			2003
Revenues:
Site leasing	$	161,277		$	144,004		$	127,852
Site development		98,714			87,478			64,257
Total revenues		259,991			231,482			192,109
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		47,259			47,283			47,793
Cost of site development		92,693			81,398			58,683
Selling, general and administrative		28,178			28,887			30,714
Restructuring and other charges		50			250			2,094
Asset impairment charges		398			7,092			12,993
Depreciation, accretion and amortization		87,218			90,453			93,657
Total operating expenses		255,796			255,363			245,934
Operating income (loss) from continuing operations		4,195			(23,881	)		(53,825	)
Other income (expense):
Interest income		2,096			516			692
Interest expense		(40,511	)		(47,460	)		(81,501	)
Non-cash interest expense		(26,234	)		(28,082	)		(9,277	)
Amortization of deferred financing fees		(2,850	)		(3,445	)		(5,115	)
Loss from write-off of deferred financing fees and extinguishment of debt		(29,271	)		(41,197	)		(24,219	)
Other		31			236			169
Total other expense		(96,739	)		(119,432	)		(119,251	)
Loss from continuing operations before provision for income taxes		(92,544	)		(143,313	)		(173,076	)
Provision for income taxes		(2,104	)		(710	)		(1,729	)
Loss from continuing operations before cumulative effect of change in accounting principle		(94,648	)		(144,023	)		(174,805	)
(Loss) gain from discontinued operations, net of income taxes		(61	)		(3,257	)		202
Loss before cumulative effect of change in accounting principle		(94,709	)		(147,280	)		(174,603	)
Cumulative effect of change in accounting principle		—			—			(545	)
Net loss	$	(94,709	)	$	(147,280	)	$	(175,148	)
Basic and diluted loss per common share amounts:
Loss from continuing operations before cumulative effect of change in accounting principle	$	(1.28	)	$	(2.47	)	$	(3.35	)
Loss from discontinued operations		—			(0.05	)		—
Cumulative effect of change in accounting principle		—			—			(0.01	)
Net loss per common share	$	(1.28	)	$	(2.52	)	$	(3.36	)
Weighted average number of common shares		73,823			58,420			52,204

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

F-3

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003

(in thousands)

	Common Stock								Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit			Total
	Class A			Class B
	Shares	Amount		Shares		Amount
BALANCE, December 31, 2002,	45,674	$	457	5,456		$	55		$	667,441		$	—	$	(506,929	)	$	161,024
Conversion of Class B common stock into Class A common stock	5,456		55	(5,456	)		(55	)		—			—		—			—
Non-cash compensation	—		—	—			—			832			—		—			832
Payment of restricted stock guarantee	—		—	—			—			(936	)		—		—			(936	)
Common stock issued in exchange for 10 1/4% senior notes	3,853		38	—			—			12,593			—		—			12,631
Common stock issued in connection with stock purchase/option plans	33		—	—			—			31			—		—			31
Net loss	—		—	—			—			—			—		(175,148	)		(175,148	)
BALANCE, December 31, 2003,	55,016		550	—			—			679,961			—		(682,077	)		(1,566	)
Common stock issued in connection with acquisitions	413		4	—			—			3,003			—		—			3,007
Non-cash compensation	—		—	—			—			470			—		—			470
Common stock issued in exchange for 10 1/4% senior notes and 9 3/4% senior discount notes	8,817		88	—			—			54,484			—		—			54,572
Common stock issued in connection with stock purchase/option plans	657		7	—			—			2,119			—		—			2,126
Net loss	—		—	—			—			—			—		(147,280	)		(147,280	)
BALANCE, December 31, 2004	64,903		649	—			—			740,037			—		(829,357	)		(88,671	)
Common stock issued in connection with acquisitions and earn outs	1,665		17	—			—			18,329			—		—			18,346
Non-cash compensation	—		—	—			—			462			—		—			462
Common stock issued in connection with public offerings	18,000		180	—			—			226,677			—		—			226,857
Common stock issued in connection with stock purchase/option plans	1,047		10	—			—			4,676			—		—			4,686
Deferred gain from settlement of derivative financial instrument	—		—	—			—			—			14,460		—			14,460
Net loss	—		—	—			—			—			—		(94,709	)		(94,709	)
BALANCE, December 31, 2005	85,615	$	856	—		$	—		$	990,181		$	14,460	$	(924,066	)	$	81,431

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

F-4

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the year ended December 31,
	2005			2004 (revised)			2003 (revised)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(94,709	)	$	(147,280	)	$	(175,148	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, accretion, and amortization		87,218			90,549			101,871
Non-cash restructuring and other charges		50			250			1,119
Asset impairment charges		398			7,183			16,347
Gain/loss on sale of assets		79			(158	)		(6,198	)
Non-cash compensation expense		462			470			832
(Credit) provision for doubtful accounts		(300	)		(287	)		3,554
Accretion of interest income on short-term investments		(145	)		—			—
Amortization of original issue discount and deferred financing fees		29,084			30,994			11,011
Interest converted to term loan		—			554			3,227
Loss from write-off of deferred financing fees and extinguishment of debt		29,271			41,197			24,219
Amortization of deferred gain of derivative		(346	)		(746	)		(676	)
Cumulative effect of change in accounting principle		—			—			545
Changes in operating assets and liabilities:
Short term investments		—			15,200			(15,200	)
Accounts receivable		3,891			(1,208	)		13,129
Costs and estimated earnings in excess of billings on uncompleted contracts		(6,118	)		(8,839	)		198
Prepaid and other current assets		754			641			(343	)
Other assets		(5,685	)		(3,759	)		(4,176	)
Accounts payable		138			3,559			(5,758	)
Accrued expenses		618			(3,164	)		103
Deferred revenue		(291	)		(493	)		1,466
Interest payable		151			(15,732	)		(2,387	)
Other liabilities		5,106			5,202			1,790
Billings in excess of costs and estimated earnings on uncompleted contracts		141			83			667
Net cash provided by (used in) operating activities		49,767			14,216			(29,808	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short term investments		(34,628	)		—			—
Sale of short term investment		14,996			—			—
Capital expenditures		(19,648	)		(7,214	)		(15,136	)
Acquisitions and related earn-outs		(61,326	)		(1,791	)		(3,126	)
Proceeds from sale of fixed assets		1,335			1,496			192,450
(Payment) receipt of restricted cash		(12	)		8,835			(18,732	)
Net cash (used in) provided by investing activities		(99,283	)		1,326			155,456
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equity offering, net of fees paid		226,857			—			—
Proceeds from CMBS-1 Trust, net of fees paid		393,328			—			—
Initial funding of restricted cash relating to CMBS-1 Trust		(6,687	)		—			—
Net increase in restricted cash relating to CMBS-1 Trust		(11,250	)		—			—
Proceeds from settlement of swap		14,774			—			—
Proceeds from 9 3/4% senior discount notes, net of financing fees paid		—			—			267,109
Proceeds from 8 1/2% senior notes, net of financing fees paid		(96	)		244,788			—
Proceeds from employee stock purchase/stock option plans		4,686			2,126			31
Borrowings under senior credit facility, net of financing fees paid		25,321			363,457			356,955
Repayment of 9 3/4% senior discount notes		(122,681	)		—			—
Repayment of 8 1/2% senior notes		(94,938	)		—			—
Repayment of senior credit facility		(350,375	)		(173,403	)		(505,085	)
Repurchase of 10 1/4% senior notes		(52,590	)		(320,553	)		—
Repurchase of 12% senior discount notes		—			(70,794	)		(296,925	)
Payment of restricted stock guarantee		—			—			(936	)
Bank overdraft (repayments) borrowings		(526	)		126			400
Net cash provided by (used in) financing activities		25,823			45,747			(178,451	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(23,693	)		61,289			(52,803	)
CASH AND CASH EQUIVALENTS:
Beginning of period		69,627			8,338			61,141
End of period	$	45,934		$	69,627		$	8,338

F-5

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the year ended December 31,
	2005		2004			2003
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	40,744	$	63,746		$	84,847
Income taxes	$	1,425	$	971		$	1,852
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Class A common stock issued in exchange for 10 1/4% senior notes, 9 3/4% senior discount notes, and accrued interest	$	—	$	54,572		$	12,631
10 1/4% senior notes and accrued interest exchanged for Class A common stock	$	—	$	(51,433	)	$	(13,713	)

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

F-6

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

SBA Communications Corporation (the “Company” or “SBA”) was incorporated in the State of Florida in March 1997. The Company holds all of the outstanding capital stock of SBA Telecommunications, Inc. (“Telecommunications”). Telecommunications holds all of the capital stock of SBA Senior Finance, Inc. (“SBA Senior Finance”). SBA Senior Finance is the sole member of SBA Senior Finance II LLC (“SBA Senior Finance II”), and is the sole member of SBA CMBS-1 Holdings LLC and SBA CMBS-1 Depositor LLC. SBA CMBS-1 Holdings is the sole member of SBA CMBS-1 Guarantor LLC, which holds all of the capital stock of SBA Properties, Inc. (“SBA Properties”). SBA Senior Finance II holds all the capital stock and/or membership interests of certain other tower companies (collectively with SBA Properties known as “Tower Companies”), SBA Network Services, Inc. and SBA Network Management, Inc. SBA Network Services, Inc. holds all of the capital stock of other companies engaged in similar businesses (collectively “Network Services”).

The Tower Companies own and operate transmission towers in the Eastern third of the United States, Puerto Rico and the U.S. Virgin Islands. Space on these towers is leased primarily to wireless communications carriers. SBA Properties owns 1,714 towers, which are the collateral for the Commercial Mortgage Pass Through Certificates, Series 2005-1 (“CMBS notes” or “Certificates”). SBA Network Management, Inc. (“Network Management”) is a management company, which manages all of SBA Properties’ tower sites.

Network Services provides comprehensive turnkey services for the telecommunications industry in the areas of site development services for wireless carriers and the construction and repair of transmission towers. Site development services provided by Network Services include network pre-design, site audits, site identification and acquisition, contract and title administration, zoning and land use permitting, construction management, microwave relocation and the construction and repair of transmission towers, including the hanging of antennas, cabling and associated tower components. In addition to providing turnkey services to the telecommunications industry, Network Services historically has constructed, or has overseen the construction of, approximately 57% of the newly built towers that the Company owns.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements is as follows:

a. Basis of Consolidation

The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

b. Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The more significant estimates made by management relate to the allowance for doubtful accounts, the costs and revenue relating to the Company’s site development and construction contracts, valuation allowance on deferred tax assets, carrying value of long-lived assets, the useful lives of towers, anticipated property tax assessments, and asset retirement obligations. Actual results will differ from those estimates and such differences could be material.

c. Cash Equivalents and Short-Term Investments

The Company classifies all highly liquid investments purchased with an original maturity of three months or less as cash equivalents. Marketable short-term investments are generally classified and accounted for as held to maturity. Investments in debt securities classified as held-to-maturity are reported at amortized cost plus accrued interest. The Company does not hold these securities for speculative or trading purposes. During 2005, the Company sold $15.0 million of short-term investments which were classified as held to maturity, the proceeds of which were used to fund acquisitions in 2005 that were expected to close in 2006. At December 31, 2005, short term investments were comprised of commercial paper with a carrying amount of $19.8 million and had original maturities between three and four months.

F-7

d. Restricted Cash

The Company classifies all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. This includes cash held in escrow to fund certain reserve accounts relating to the CMBS notes, surety bonds issued for the benefit of the Company in the ordinary course of business, and for payment and performance bonds.

e. Property and Equipment

Property and equipment are recorded at cost, adjusted for asset impairment and estimated asset retirement obligations. Costs associated with the acquisition, development and construction of towers are capitalized as a cost of the towers. Costs for self-constructed towers include direct materials and labor, indirect costs and capitalized interest. Depreciation on towers and related components is provided using the straight-line method over the estimated useful lives, not to exceed the minimum lease term of the underlying ground lease. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the term of the lease. The Company defines the lease term as the shorter of the period from lease inception through the end of the term of all tenant lease obligations in existence at ground lease inception, including renewal periods, or the ground lease term, including renewal periods.

If no tenant lease obligation exists at the date of ground lease inception, the initial term of the ground lease is considered the minimum lease term. All rental obligations due to be paid out over the minimum lease term, including fixed escalations are straight-lined evenly over the minimum lease term. Additionally, the Company records the depreciable life of the tower to coincide with the minimum lease term of the ground lease.

For all other property and equipment, depreciation is provided using the straight-line method over the estimated useful lives. The Company performs ongoing evaluations of the estimated useful lives of its property and equipment for depreciation purposes. The estimated useful lives are determined and continually evaluated based on the period over which services are expected to be rendered by the asset. If the useful lives of assets are reduced, depreciation may be accelerated in future years. Maintenance and repair items are expensed as incurred.

Asset classes and related estimated useful lives are as follows:

Towers and related components	2 - 15 years
Furniture, equipment and vehicles	2 -   7 years
Buildings and improvements	5 - 39 years

Capitalized costs incurred subsequent to when an asset is originally placed in service are depreciated over the remaining estimated useful life of the respective asset. Changes in an asset’s estimated useful life are accounted for prospectively, with the book value of the asset at the time of the change being depreciated over the revised remaining useful life. There has been no material impact for changes in estimated useful lives for any years presented.

Interest is capitalized in connection with the self-construction of Company-owned towers. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. Approximately $0.08 million, $0.01 million and $0.1 million of interest cost was capitalized in 2005, 2004, and 2003, respectively.

f. Deferred Financing Fees

Financing fees related to the issuance of debt have been deferred and are being amortized using a method that approximates the effective interest rate method over the length of indebtedness to which they relate.

g. Deferred Lease Costs

The Company defers certain initial direct costs associated with lease originations and lease amendments and amortizes these costs over the initial lease term, generally five years, or over the lease term remaining if related to a lease amendment. Such costs deferred were approximately $2.2 million, $1.8 million, and $2.0 million in 2005, 2004, and 2003, respectively. Amortization expense was $1.8 million, $1.6 million, and $1.3 million for the years ended December 31, 2005, 2004 and 2003, respectively, and is included in cost of site leasing in the accompanying Consolidated Statements of Operations. As of December 31, 2005 and 2004, unamortized deferred lease costs were $4.7 million and $4.3 million, respectively, and are included in other assets. Accumulated amortization totaled $6.5 million and $4.7 million at December 31, 2005 and 2004, respectively.

F-8

h. Intangible Assets

The Company classifies as intangible assets covenants not to compete, the fair value of current leases in place at the acquisition date of towers and related assets, and the fair value of future tenant leases anticipated to be added to the acquired towers. The current leases and future tenant leases are referred to as “contract intangibles”. The contract intangibles are estimated to have an economic useful life consistent with the economic useful life of the related tower assets, which is typically 15 years. Covenants not to compete have an estimated useful life of 3 to 5 years. For all intangible assets, amortization is provided using the straight line method over the estimated useful lives as the benefit associated with these intangible assets is anticipated to be derived evenly over the life of the asset.

i. Impairment of Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value as determined by an estimate of discounted future cash flows. Estimates and assumptions inherent in the impairment evaluation include, but are not limited to, general market conditions, historical operating results, tower lease-up potential and expected timing of lease-up.

j. Fair Value of Financial Instruments

The carrying values of the Company’s financial instruments, which primarily includes cash and cash equivalents, short-term investments, restricted cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses and notes payable, approximates fair value due to the short maturity of those instruments. The senior credit facility has a floating rate of interest and is carried at an amount which approximates fair value.

The following table reflects fair values as determined by quoted market prices (for the 10 ¹/4% notes, the tendered value of the notes was used in 2004) and carrying values of these notes as of December 31, 2005 and 2004:

	At December 31, 2005				At December 31, 2004
	Fair Value		Carrying Value		Fair Value		Carrying Value
	(in millions)
CMBS Notes (see Note 12)	$	408.5	$	405.0	$	—	$	—
9 3/4% Senior Discount Notes	$	243.7	$	216.9	$	337.7	$	302.4
8 1/2% Senior Notes	$	181.2	$	162.5	$	255.0	$	250.0
10 1/4% Senior Notes	$	—	$	—	$	52.5	$	50.0

k. Revenue Recognition and Accounts Receivable

Revenue from site leasing is recorded monthly and recognized on a straight-line basis over the term of the related lease agreements, which are generally five years. Receivables recorded related to the straight-lining of site leases are reflected in prepaid and other current assets and other assets in the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue in the Consolidated Balance Sheets.

Site development projects in which the Company performs consulting services include contracts on a time and materials basis or a fixed price basis. Time and materials based contracts are billed at contractual rates as the services are rendered. For those site development contracts in which the Company performs work on a fixed price basis, site development billing (and revenue recognition) is based on the completion of agreed upon phases of the project on a per site basis. Upon the completion of each phase on a per site basis, the Company recognizes the revenue related to that phase. Any estimated losses on a particular phase of completion are recognized in the period in which the loss becomes evident. Site development projects generally take from 3 to 12 months to complete.

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

F-9

Cost of site leasing revenue includes ground lease rent, property taxes, maintenance (exclusive of employee related costs) and other tower expenses. Cost of site development revenue includes all materials costs, salaries and labor costs, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development projects are recognized as incurred.

The Company performs periodic credit evaluations of its customers. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience, specific customer collection issues identified and past due balances as determined based on contractual terms. Interest is charged on outstanding receivables from customers on a case by case basis in accordance with the terms of the respective contracts or agreements with those customers. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts in the period in which uncollectability is determined to be probable. If the capital markets and the ability of wireless carriers to access capital were to deteriorate, the ultimate collectability of accounts receivable may be negatively impacted. The following is a rollforward of the allowance for doubtful accounts for the years ended December 31 2005, 2004, and 2003:

	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Beginning Balance	$	1,731		$	1,400		$	5,572
Provisions (credits)		(300	)		(287	)		3,554
Writeoffs, net of recoveries		(295	)		618			(7,726	)
Ending Balance	$	1,136		$	1,731		$	1,400

l. Income Taxes

The Company accounts for income taxes in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). SFAS 109 requires the Company to recognize deferred tax liabilities and assets for the expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements. Deferred tax liabilities and assets are determined based on the temporary differences between the consolidated financial statements carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in the years in which the temporary differences are expected to reverse. In assessing the likelihood of utilization of existing deferred tax assets, management has considered historical results of operations and the current operating environment.

m. Stock-Based Compensation

SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of SFAS 123 (“SFAS 148”) provides alternative methods for a voluntary change to the fair value method of accounting for stock-based employee compensation and amends the disclosure requirements of SFAS 123, Accounting for Stock-Based Compensation (“SFAS 123”). The Company has elected to continue to account for its stock-based employee compensation plans under Accounting Principles Board No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations and adopt the disclosure provisions of SFAS 148 through December 31, 2005.

The following table illustrates the effect on net loss and loss per share as if the Company had applied the fair value recognition provisions of SFAS 123, to stock-based employee compensation.

	For the year ended December 31,
	2005			2004			2003
	(in millions except per share amounts)
Net loss, as reported	$	(94.7	)	$	(147.3	)	$	(175.1	)
Non-cash compensation charges included in net loss		0.5			0.5			0.8
Incremental stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(4.2	)		(5.4	)		(4.2	)
Pro forma net loss	$	(98.4	)	$	(152.2	)	$	(178.5	)
Loss per share
Basic and diluted - as reported	$	(1.28	)	$	(2.52	)	$	(3.36	)
Basic and diluted - pro forma	$	(1.33	)	$	(2.61	)	$	(3.42	)

F-10

The Black-Scholes option-pricing model was used with the following assumptions:

	For the year ended December 31,
	2005		2004		2003
Risk free interest rate	3.8 – 4.2	%	3.5	%	2.0	%
Dividend yield	0	%	0	%	0	%
Expected volatility	45	%	113	%	90	%
Expected lives	3.75 years		4 years		4 years

The effect of applying SFAS 123 in the pro-forma disclosure is not necessarily indicative of future results.

From time to time, restricted shares of Class A common stock or options to purchase Class A common stock have been granted under the Company’s equity participation plans at prices below market value at the time of grant. In addition, the Company had bonus agreements with certain executives and employees to issue shares of the Company’s Class A common stock in lieu of cash payments. The Company recorded approximately $0.5 million of non-cash compensation expense for the years ended December 31, 2005 and 2004, respectively.

n. Asset Retirement Obligations

Effective January 1, 2003, the Company adopted the provisions of SFAS 143 “Accounting for Asset Retirement Obligations”. Under SFAS 143, the Company recognizes asset retirement obligations in the period in which they are incurred, if a reasonable estimate of a fair value can be made, and accretes such liability through the obligation’s estimated settlement date. The associated asset retirement costs are capitalized as part of the carrying amount of the related tower fixed assets and depreciated over the estimated useful life.

The Company has entered into ground leases for the land underlying the majority of the Company’s towers. A majority of these leases require the Company to restore leaseholds to their original condition upon termination of the ground lease. SFAS 143 requires that the net present value of future restoration obligations be recorded as a liability as of the date the legal obligation arises and this amount be capitalized to the related operating asset. At January 1, 2003, the effective date of adoption, the cumulative effect of the change on prior years resulted in a charge of approximately $0.5 million ($0.01 per share), which is included in net loss for the year ended December 31, 2003. In addition, at the date of adoption, the Company recorded an increase in tower assets of approximately $0.6 million and recorded an asset retirement obligation liability of approximately $1.1 million. The asset retirement obligation at December 31, 2005 of $0.9 million is included in other long-term liabilities in the Consolidated Balance Sheet. In determining the impact of SFAS 143, the Company considered the nature and scope of legal restoration obligation provisions contained in its third party ground leases, the historical retirement experience as an indicator of future restoration probabilities, intent in renewing existing ground leases through lease termination dates, current and future value and timing of estimated restoration costs, and the credit adjusted risk-free rate used to discount future obligations.

The following summarizes the activity of the asset retirement obligation liability:

	For the year ended December 31,
	2005			2004
	(in thousands)
Asset retirement obligation at January 1	$	1,404		$	1,195
Accretion expense		22			131
Reclassification of asset retirement obligation from discontinued operations		—			78
Revision in estimates		(484	)		—
Asset retirement obligation at December 31	$	942		$	1,404

o. Loss Per Share

Basic and diluted loss per share is calculated in accordance with SFAS No. 128, Earnings per Share. The Company has potential common stock equivalents related to its outstanding stock options. These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computations are the same for all periods presented. There were 4.6 million, 4.4 million and 3.8 million options outstanding at December 31, 2005, 2004, and 2003, respectively. For the year ended December 31, 2005, the

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Company granted approximately 1.3 million options at exercise prices between $8.56 and $15.05 per share, which was the fair market value at the date of grant.

p. Comprehensive Income (Loss)

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

Comprehensive loss for the years ended December 31, 2005, 2004 and 2003 is comprised of the following:

	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Net loss	$	(94,709	)	$	(147,280	)	$	(175,148	)
Other comprehensive income, deferred gain from settlement of interest rate swap		14,460			—			—
Comprehensive loss	$	(80,249	)	$	(147,280	)	$	(175,148	)

For the year ended December 31, 2005, the Company’s net loss includes a deferred gain from the termination of two interest rate swap agreements entered in anticipation of the November 2005 CMBS Transaction (Note 12 and 14), resulting in a $14.8 million settlement payment to the Company. The settlement payment is being amortized based on the effective interest method over the anticipated five year life of the CMBS notes. The unamortized value of the settlement payment is recorded in accumulated other comprehensive income in the Consolidated Balance Sheets.

q. Reclassifications

The Consolidated Statement of Cash Flows for the years ended December 31, 2005 and 2004 have been revised for asset impairment charges and depreciation, accretion and amortization relating to discontinued operations (See note 3).

3. DISCONTINUED OPERATIONS

In March 2003 certain of the Company’s subsidiaries entered into a definitive agreement (the “Western tower sale”) to sell up to an aggregate of 801 towers, which represented substantially all of the Company’s towers in the Western two-thirds of the United States. The Company ultimately sold 784 of the 801 towers as part of the Western tower sale, representing all but three of the 787 total towers sold in 2003. On April 29, 2004, the Company received notification from the purchaser of the Western towers as to certain claims for indemnification totaling approximately $4.3 million. In December 2004, the claims for indemnification of $4.3 million were settled for $2.8 million and this amount was released to the purchaser of the Western towers. The remaining $1.5 million was released to the Company in December 2004. The Company recorded a charge of $2.1 million in 2004 relating to the settlement of the claims, which is included in discontinued operations, net of income taxes in the Consolidated Statement of Operations.

During the year ended December 31, 2004, the Company sold or disposed of 41 of the 61 towers held for sale at December 31, 2003, and reclassified 14 towers back to continuing operations, leaving six towers accounted for as discontinued operations as of December 31, 2004. These six towers were sold in the first two quarters of 2005. Gross proceeds realized from the sale of towers during the years ended December 31, 2005 and 2004 were $0.2 million and $1.2 million, respectively. These sales resulted in a gain of approximately $0.1 million and a loss on sale of approximately $1.6 million for the years ended December 31, 2005 and 2004, which is included in loss from discontinued operations, net of income taxes in the accompanying Consolidated Statement of Operations.

The December 31, 2003 loss from discontinued operations includes $3.4 million in asset impairment charges associated with the write-down of the carrying value of the 47 additional towers accounted for as discontinued operations at December 31, 2003 to their fair value less estimated cost to sell.

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The following is a summary of the operating results of the discontinued operations relating to the Western tower sale and the 47 additional towers accounted for as discontinued operations:

	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Revenues	$	16		$	168		$	11,208
Loss from operations, net of income taxes	$	(43	)	$	(270	)	$	(6,170	)
Gain (loss) on disposal of discontinued operations, net of income taxes		101			(1,622	)		6,750
Gain (loss) from discontinued operations, net of income taxes	$	58		$	(1,892	)	$	580

A portion of the Company’s interest expense has been allocated to discontinued operations based upon the debt balance attributable to those operations. Interest expense allocated to discontinued operations was $0.8 million for the year ended December 31, 2003. No interest expense was allocated to discontinued operations in 2005 and 2004 as there was no associated debt outstanding during these years.

In May 2004, the Company’s Board of Directors approved a plan of disposition related to site development services operations (including both the site development consulting and site development construction segments) in the Western portion of the United States (“Western site development services”). In June 2004, two business units were sold, and two business units were abandoned within the Western site development services unit. In the third quarter of 2004, the remaining two site development construction business units within the Western site development services unit were sold. Gross proceeds realized from sale during 2004 were $0.4 million, and a loss on disposal of discontinued operations of $0.8 million was recorded during 2004.

The following is a summary of the operating results of the discontinued operations relating to the Western site development services:

	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Revenues	$	51		$	14,280		$	19,961
Loss from operations, net of income taxes	$	(119	)	$	(578	)	$	(378	)
Loss on disposal of discontinued operations, net of income taxes		—			(787	)		—
Loss from discontinued operations, net of income taxes	$	(119	)	$	(1,365	)	$	(378	)

No interest expense has been allocated to discontinued operations related to Western site development services for the years ended December 31, 2005, 2004 and 2003.

At December 31, 2005, there were no assets or liabilities held for sale and at December 31, 2004, there were $0.01 million of assets held for sale which relate to the Western services division. The notes to the consolidated financial statements for all years presented have been adjusted for the discontinued operations described above.

4. RECENT ACCOUNTING PRONOUNCEMENTS

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment”. SFAS No. 123R is a revision of SFAS 123 and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. Pro forma disclosure is no longer an alternative under the new standard. Although early adoption is allowed, we will adopt SFAS 123R as of the required effective date for calendar year companies, which is January 1, 2006.

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SFAS 123R permits companies to adopt its requirements using either a “modified prospective” method, or a “modified retrospective” method. Under the “modified prospective” method, compensation expense is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of SFAS 123R. Under the “modified retrospective” method, the requirements are the same as under the “modified prospective” method, but also permit entities to restate financial statements of previous periods based on proforma disclosures made in accordance with SFAS 123. We have determined that we will use the “modified prospective” method to recognize compensation expense.

We currently utilize the Black-Scholes option pricing model to measure the fair value of stock options granted to our employees. While SFAS 123R permits entities to continue to use such a model, the standard also permits the use of a more complex binomial, or “lattice” model. Based upon our evaluation of the alternative models available to value option grants, we have determined that we will continue to use the Black-Scholes model for option valuation.

Other Pronouncements

In May 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). This standard replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS 154 requires that the change in accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. Such a change would require the Company to restate its previously issued financial statements to reflect the change in accounting principle to prior periods presented. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS 154 is not expected to have a material impact on the Company’s results of operations and financial position.

In March 2005, FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations (an interpretation of FASB Statement No. 143)” (“FIN 47”) was issued. FIN 47 provides clarification with respect to the timing of liability recognition of legal obligations associated with the retirement of tangible long-lived assets when the timing and/or method of settlement of the obligation are conditional on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005 (December 31, 2005 for calendar-year enterprises). The adoption of this statement did not have a material impact on the Company’s Consolidated Financial Statements.

In December 2004, the FASB issued SFAS No.153, “Exchanges of Nonmonetary Assets—an Amendment of APB No. 29” (“SFAS 153”). The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have “commercial substance.” This standard was effective for nonmonetary asset exchanges occurring after July 1, 2005. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

5. RESTRICTED CASH

Restricted cash at December 31, 2005 was $27.8 million. This balance includes $17.9 million of cash held in escrow to fund certain reserve accounts for the payment of debt service and certain expenses relating to the commercial mortgage pass-through certificates issued in November 2005 (See note 12 for further discussion of the restricted cash on the CMBS notes). Approximately $8.3 million of this balance relates to cash pledged as collateral to secure certain obligations of the Company and certain of its affiliates related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business, and is included in other assets. Approximately $1.6 million of the collateral relates to payment and performance bonds, which are shorter term in nature and are included in restricted cash and reflected as a current asset.

Restricted cash at December 31, 2004 was $9.9 million. This balance includes $7.9 million of cash pledged as collateral to secure certain obligations of the Company and certain of its affiliates related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business, and is included in other assets. Approximately $2.0 million of the collateral relates to payment and performance bonds, which are shorter term in nature and are included in restricted cash and reflected as a current asset.

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6. ACQUISITIONS

During 2005, the Company acquired 172 towers and related assets from various sellers as well as the equity of two entities, whose assets consisted almost entirely of 36 towers and related assets. The aggregate purchase price for all acquisitions was $73.5 million. The aggregate consideration paid was $55.1 million in cash and approximately 1,641,000 shares of Class A common stock. The Company accounted for all of the above tower acquisitions at fair market value at the date of acquisition. The results of operations of the acquired assets and companies are included with those of the Company from the dates of the respective acquisitions. None of the individual acquisitions or aggregate acquisitions consummated were significant to the Company and, accordingly, pro forma financial information has not been presented. In addition, the Company paid $0.2 million and issued approximately 24,000 shares of Class A common stock in settlement of contingent purchase price amounts payable as a result of acquired towers exceeding certain performance targets.

During 2004, the Company acquired five towers and related assets from various sellers. The aggregate consideration paid was $0.5 million in cash and approximately 413,000 shares of Class A common stock. In addition, the Company paid $0.6 million in settlement of contingent purchase price amounts payable as a result of towers it acquired having met or exceeded certain earnings or new tower targets.

In accordance with the provisions of SFAS No. 141, Business Combinations, the Company continues to evaluate all acquisitions within one year after the respective closing date of the transactions to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met. As a result of these evaluations, the Company has recorded on the balance sheet in intangible assets $32.0 million of the purchase price paid for acquisitions consummated prior to December 31, 2005. These intangible assets represent the value associated with current leases in place at the acquisition date and future tenant leases anticipated to be added to the acquired towers and were calculated using the discounted values of the current or future expected cash flows. The intangible assets are estimated to have an economic useful life consistent with the economic useful life of the related tower assets, which is typically 15 years.

The table below outlines the composition of the purchase price paid for acquisitions including earnouts:

	For the year ended December 31,
	2005			2004
	(in thousands)
Purchase price of acquisitions1
Amount paid in cash	$	55,273		$	492
Amount paid in stock		18,738			3,062
	$	74,011		$	3,554
Purchase price consists of:
Towers and related assets	$	44,323		$	1,219
Contract intangibles		29,680			2,335
Other assets		489			—
Other liabilities		(481	)		—
	$	74,011		$	3,554

¹ Amounts paid at acquisition do not include the impact of adjustments made at closing for the 172 towers acquired associated with prorated rental receipts and payments. The net impact of these adjustments was to reduce the amount paid in stock by approximately $0.3 million and the amount paid in cash by approximately $0.4 million for the year ended December 31, 2005 and to reduce the amount paid in stock of $0.1 million for the year ended December 31, 2004.

From time to time, the Company agrees to pay additional consideration for such acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the 1-3 years after they have been acquired. As of December 31, 2005, the Company has an obligation to pay up to an additional $2.2 million in consideration if the targets contained in various acquisition agreements are met. These obligations are associated with acquisitions within the Company’s site leasing segment. On certain acquisitions, at the Company’s option, additional consideration may be paid in cash or shares of Class A common stock. The Company records such obligations as additional consideration when it becomes probable that the targets will be met.

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7. INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible asset at December 31, 2005:

	Gross Carrying Amount		Less Accumulated Amortization			Net Carrying Amount
	(in thousands)
Contract intangibles	$	32,015	$	(929	)	$	31,086
Covenants not to compete		6,231		(5,826	)		405
	$	38,246	$	(6,755	)	$	31,491

All intangibles noted above are contained in our site leasing segment. Amortization expense relating to the intangible assets above was $1.9 million, $1.0 million and $1.3 million for the years ended December 31, 2005, 2004 and 2003, respectively. Estimated amortization expense on the Company’s contract intangibles and covenants not to compete is as follows:

For the year ended December 31,	Covenants not to Compete		Contract Intangibles		Total
	(in thousands)
2006	$	398	$	2,134	$	2,532
2007		7		2,134		2,141
2008		—		2,134		2,134
2009		—		2,134		2,134
2010		—		2,134		2,134
Thereafter		—		20,416		20,416
Total	$	405	$	31,086	$	31,491

8. CONCENTRATION OF CREDIT RISK

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

	Percentage of Total Revenues For the year ended December 31,
	2005		2004		2003
Cingular	25.5	%	22.7	%	20.3	%
Sprint Nextel	20.8	%	21.4	%	13.5	%
Bechtel Corporation*	5.0	%	6.1	%	10.4	%

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The Company’s site development consulting, site development construction and site leasing segments derive revenue from these customers. Client concentrations with respect to revenues in each of the segments are as follows:

	Percentage of Site Leasing Revenue for the year ended December 31,
	2005		2004		2003
Cingular	28.0	%	27.5	%	28.0	%
Sprint Nextel	15.0	%	14.3	%	13.9	%
Verizon	10.1	%	9.5	%	10.0	%
	Percentage of Site Development Consulting Revenue for the year ended December 31,
	2005		2004		2003
Verizon Wireless	32.4	%	26.1	%	13.6	%
Cingular	28.3	%	26.6	%	4.3	%
Bechtel Corporation*	23.3	%	24.7	%	40.3	%
	Percentage of Site Development Construction Revenue for the year ended December 31,
	2005		2004		2003
Sprint Nextel	34.9	%	39.2	%	15.3	%
Cingular	20.3	%	12.5	%	5.5	%
Bechtel Corporation*	11.6	%	14.5	%	28.9	%

* Substantially all the work performed for Bechtel Corporation was for its client Cingular.

At December 31, 2005 and 2004, three significant customers comprise 43.6% and 61.1%, respectively of site development and construction segments combined accounts receivable. These same customers comprise 41.0% and 60.2% of the Company’s total accounts receivable at December 31, 2005 and 2004, respectively.

9. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS

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

	As of December 31, 2005			As of December 31, 2004
	(in thousands)
Costs incurred on uncompleted contracts	$	94,323		$	63,198
Estimated earnings		15,609			10,334
Billings to date		(86,139	)		(55,717	)
	$	23,793		$	17,815

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These amounts are included in the accompanying consolidated balance sheets under the following captions:

	As of December 31, 2005			As of December 31, 2004
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	25,184		$	19,066
Billings in excess of costs and estimated earnings on uncompleted contracts		(1,391	)		(1,251	)
	$	23,793		$	17,815

At December 31, 2005 three significant customers comprised 75.4% of the costs and estimated earnings in excess of billings, net of billings in excess of costs, while at December 31, 2004, two significant customers comprised 83.0% of the costs and estimated earnings in excess of billings, net of billings in excess of costs.

10. PROPERTY AND EQUIPMENT

Property and equipment, excluding assets held for sale, consists of the following:

	As of December 31, 2005			As of December 31, 2004
	(in thousands)
Towers and related components	$	1,117,497		$	1,064,085
Construction-in-process		4,792			55
Furniture, equipment and vehicles		25,552			30,223
Land, buildings and improvements		22,549			20,658
		1,170,390			1,115,021
Less: accumulated depreciation		(442,057	)		(369,190	)
Property and equipment, net	$	728,333		$	745,831

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s operations.

Depreciation expense was $85.3 million, $89.3 million, and $92.3 million for the years ended December 31, 2005, 2004, and 2003, respectively. At December 31, 2005, non-cash capital expenditures that are included in accounts payable and accrued expenses were $3.2 million.

11. ACCRUED EXPENSES

The Company’s accrued expenses are comprised of the following:

	As of December 31, 2005		As of December 31, 2004
	(in thousands)
Salaries and benefits	$	3,746	$	2,941
Real estate and property		4,410		4,319
Other		7,388		7,737
	$	15,544	$	14,997

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12. CURRENT AND LONG-TERM DEBT

	As of December 31, 2005		As of December 31, 2004
	(in thousands)
Commercial mortgage pass-through certificates, series 2005-1, secured, interest payable monthly in arrears, balloon payment principal of $405,000,000 with an anticipated repayment date of November 15, 2010. Interest at varying rates (5.369% to 6.706%) at December 31, 2005.	$	405,000	$	—
8 1/2% senior notes, unsecured, interest payable semi- annually in arrears on June 1 and December 1. Balance due in full December 1, 2012.		162,500		250,000
9 3/4% senior discount notes, net of unamortized original issue discount of $44,424 and $98,337 at December 31, 2005 and 2004, respectively, unsecured, cash interest payable semi- annually in arrears beginning June 15, 2008, balloon principal payment of $261,316 due at maturity on December 15, 2011.		216,892		302,437
10 1/4% senior notes, unsecured, interest payable semi- annually in arrears, includes deferred gain related to termination of derivative of $1,909 at December 31, 2004. Amount repaid in full in February 2005.		—		51,894
Senior secured credit facility. This facility was paid in full in November 2005.				323,375
Senior secured credit facility. Facility originated in December 2005. No amounts outstanding at December 31, 2005.		—		—
		784,392		927,706
Less: current maturities		—		(3,250	)
Long-term debt	$	784,392	$	924,456

Commercial Mortgage Pass-Through Certificates, Series 2005-1

On November 18, 2005, SBA CMBS-1 Depositor LLC (the “Depositor”), an indirect subsidiary of the Company, sold, in a private transaction, $405 million of CMBS Notes, Series 2005-1 issued by SBA CMBS Trust (the “Trust”), a trust established by the Depositor (the “CMBS Transaction”). The CMBS Notes consist of five classes, all of which are rated investment grade, as indicated in the table below:

Subclass	Initial Subclass Principal Balance		Pass through Interest Rate
	(in thousands)
2005-1A	$	238,580	5.369	%
2005-1B		48,320	5.565	%
2005-1C		48,320	5.731	%
2005-1D		48,320	6.219	%
2005-1E		21,460	6.709	%
	$	405,000	5.608	%

The contract weighted average fixed interest rate of the CMBS Notes is 5.6% and the effective weighted average fixed interest rate to SBA Properties is 4.8%, after giving effect to a settlement gain of two interest rate swap agreements entered in contemplation of the transaction. The Company terminated the interest rate swap agreements in November 2005, resulting in a $14.8 million settlement payment to the Company. The settlement payment will be amortized into interest expense on the statement of operations utilizing the effective interest method over the anticipated five year life of the CMBS Notes and will reduce the effective interest rate on the CMBS Notes by 0.8%. The

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CMBS Notes have an anticipated repayment date of November 15, 2010 with a final repayment date in 2035. As discussed below, the proceeds of the CMBS Notes were primarily used to repay the senior credit facility of SBA Senior Finance, Inc. and to fund reserves and pay expenses associated with the offering. The Company paid deferred fees of $12.0 million in connection with the closing of this transaction.

In connection with the CMBS Transaction, the $400 million Amended and Restated Credit Agreement (“Senior Credit Facility”), dated as of January 30, 2004, among SBA Senior Finance, as borrower and the lenders (the “Loan Agreement”) was amended and restated to replace SBA Properties as the new borrower under the Loan Agreement and to completely release SBA Senior Finance and the other guarantors of any obligations under the Loan Agreement, to increase the principal amount of the loan to $405.0 million and to amend various other terms (as amended and restated, the “Mortgage Loan Agreement”). Furthermore, the Mortgage Loan Agreement was purchased by the Depositor with proceeds from the CMBS Transaction. The Depositor then assigned the Mortgage Loan to the Trust, who will have all rights as Lender under the Mortgage Loan Agreement.

The Mortgage Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on substantially all of the 1,714 tower sites and their operating cash flows, (2) a security interest in substantially all of SBA Properties’ personal property and fixtures and (3) SBA Properties’ rights under the Management Agreement (as defined below). SBA CMBS-1 Guarantor LLC (“Guarantor”), a subsidiary of SBA CMBS-1 Holdings LLC, a wholly owned indirect subsidiary of the Company and the direct parent of SBA Properties, guarantees all of the payment under the Mortgage Loan (the “Guaranty”) and other obligations under the CMBS Notes. The Guarantor is a special purpose company established for the sole purpose of holding the equity interest of SBA Properties. As security for its guaranty, the Guarantor grants a first priority security interest in 100% of the equity interest of SBA Properties. The Guarantor owns no assets other than the equity interest of the SBA Properties, is prohibited from acquiring any other assets or incurring any liabilities, and has no employees. SBA Holdings will guaranty all of the payment obligations of the Borrower under the Mortgage loan (the “Parent Guaranty”) and will grant a first priority security interest in 100% of the equity interest of the Guarantor as security for the Parent Guaranty. SBA Holdings will have no material assets other than the equity interest of the Guarantor. No other affiliate of the Borrower will guaranty repayment of the Mortgage loan.

The Mortgage Loan documents include covenants customary for mortgage loans subject to rated securitizations. Among other things, SBA Properties is prohibited from incurring other indebtedness for borrowed money or further encumbering its assets. The organizational documents of SBA Properties were amended to limit its purposes and to add provisions consistent with rating agency securitization criteria for special purpose entities, including the requirement that SBA Properties maintains at least two independent directors.

The CMBS Notes contain certain covenants that require SBA Properties to provide the Indenture Trustee reasonable access rights to its tower sites, including the right to conduct site investigations with respect to environmental matters; promptly notify the Indenture Trustee of any material adverse changes or the existence of an event of default under the CMBS Notes; and provide regular financial and operating reports.

SBA Properties is required to make monthly payments of interest on the Mortgage Loan. Interest on the Mortgage Loan will be paid from the operating cash flows from SBA Properties’ 1,714 tower sites. Subject to certain limited exceptions described below, no payments of principal will be required to be made prior to November 2010, which is the anticipated repayment date (“ARD”). On a monthly basis, the excess cash flows of SBA Properties, held by the indenture trustee, after payment of principal, interest, reserves, and expenses, are distributed to SBA Properties.

As of the end of any calendar quarter if the debt service coverage ratio (defined as the Net Cash Flow per the Mortgage Loan Agreement divided by the amount of interest expense on the Mortgage Loan, servicing fees and trustee fees that SBA Properties will be required to pay over the succeeding twelve months) falls to 1.30 times or lower, then all cash flow in excess of amounts required under the loan document to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments will be deposited into a reserve account instead of being released to SBA Properties. The funds in the reserve account will not be released to SBA Properties unless the debt service coverage ratio exceeds 1.30 times for two consecutive calendar quarters. If the debt service coverage ratio falls below 1.15 times (“Minimum DSCR”) as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the Mortgage Loan. The amortization period will continue until such time the Minimum DSCR exceeds 1.15 times for one quarter.

SBA Properties may not prepay the Mortgage Loan in whole or in part at any time prior to November 2010, except in limited circumstances (such as the occurrence of certain casualty and condemnation events relating to SBA Properties’ tower sites). Thereafter, prepayment is permitted provided it is accompanied by any applicable prepayment consideration. If the prepayment occurs within nine months of the final maturity date, no prepayment consideration is due. The entire unpaid principal balance of the Mortgage Loan will be due in November 2035. The Mortgage Loan may be defeased in whole at any time prior to the ARD with United States government securities.

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In connection with the Mortgage Loan, SBA Properties entered into a management agreement (the “Management Agreement”) with Network Management to manage all of SBA Properties’ tower sites. Pursuant to the Management Agreement, Network Management performs those functions reasonably necessary to maintain, market, operate, manage and administer SBA Properties’ tower sites. Additionally, Network Management arranges for the payment of all operating expenses and the funding of all capital expenditures out of amounts on deposit in one or more operating accounts maintained on SBA Properties’ behalf. For each calendar month, Network Management is entitled to receive a management fee equal to 10% of SBA Properties’ operating revenues for the immediately preceding calendar month.

In connection with issuance of the CMBS Notes, the Company is required to fund a restricted cash amount, which represents the cash held in escrow pursuant to the Mortgage Loan governing the CMBS Notes to fund certain reserve accounts for the payment of debt service costs, ground rents, real estate and personal property taxes, insurance premiums related to tower sites, trustee and service expenses, and to reserve a portion of advance rents from tenants on the 1,714 tower sites. Based on the terms of the CMBS Notes, all rental cash receipts each month are restricted and held by the indenture trustee. The monies held by the indenture trustee as of December 31, 2005 are classified as restricted cash on the Company’s Balance Sheet. The monies held by the indenture trustee in excess of required reserve balances are subsequently released to SBA Properties on or before the 15^th calendar day following month end. On January 10, 2006, $11.6 million of the restricted cash balance was released to SBA Properties.

8 ¹/2% Senior Notes

On December 1, 2004, the Company issued $250.0 million of its 8 ¹/2% senior notes due 2012, which produced net proceeds of $244.8 million after deducting offering expenses. Interest accrues on the notes and is payable in cash semi-annually in arrears on June 1 and December 1, commencing June 1, 2005. The proceeds from this offering were available to be used to repurchase and/or redeem any remaining 10 ¹/4% senior notes, repurchase 9 ³/4% senior discount notes, or repay a portion of the amount outstanding under the revolving line of credit of our senior credit facility. Proceeds from the 8 ¹/2% senior notes were used to repurchase and/or redeem the 10 ¹/4% senior notes as discussed below.

On November 7, 2005, the Company redeemed $87.5 million of these notes and paid the applicable premium for the redemption with proceeds from the October 5, 2005 equity offering.

The 8 ¹/2% senior notes are unsecured and are pari passu in right of payment with the Company’s other existing and future senior indebtedness. The 8 ¹/2% senior notes place certain restrictions on, among other things, the incurrence of debt and liens, issuance of preferred stock, payment of dividends or other distributions, sales of assets, transactions with affiliates, sale and leaseback transactions, certain investments and the Company’s ability to merge or consolidate with other entities. The ability of the Company to comply with the covenants and other terms of the 8 ¹/2% senior notes and to satisfy its respective debt obligations will depend on the future operating performance of the Company. In the event the Company fails to comply with the various covenants contained in the 8 ¹/2% senior notes, it would be in default there under, and in any such case, the maturity of a portion or all of its long-term indebtedness could be accelerated. In addition, the acceleration of amounts due under the senior credit facility would also cause a cross-default under the indenture for the 8 ¹/2% senior notes.

9 ³/4% Senior Discount Notes

In December 2003, the Company and Telecommunications co-issued $402.0 million of their 9 ³/4% senior discount notes due 2011, which produced net proceeds of approximately $267.1 million after deducting offering expenses. The senior discount notes accrete in value until December 15, 2007 at which time, after giving effect to the redemptions discussed below, they will have an aggregate principal amount of $261.3 million at maturity. Thereafter, interest accrues on the senior discount notes and will be payable in cash semi-annually in arrears on June 15 and December 15, commencing June 15, 2008. Proceeds from the senior discount notes were used to tender for approximately $153.3 million of the Company’s 12% senior discount notes and for general working capital purposes. During 2004, the Company exchanged $1.3 million in face value of the 9 ³/4% senior discount notes for approximately 136,000 shares of the Company’s Class A common stock.

On May 11, 2005, the Company redeemed an accreted balance of $68.9 million of the 9 ³/4% senior discount notes and paid the applicable premium for the redemption with the proceeds from the May 11, 2005 equity offering.

On November 7, 2005, the Company redeemed an accreted balance of $42.9 million of the Company’s 9 ³/4% senior discount notes and paid the applicable premium for the redemption with proceeds from the October 5, 2005 equity offering.

The 9 ³/4% senior discount notes are unsecured and are pari passu in right of payment with the Company’s other existing and future senior indebtedness. The 9 ³/4% senior discount notes place certain restrictions on, among other things, the incurrence of debt and liens, issuance of preferred stock, payment of dividends or other distributions, sales of assets, transactions with affiliates, sale and leaseback transactions, certain investments and the Company’s ability to merge or consolidate with other entities. The ability of the Company to

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comply with the covenants and other terms of the 9 ³/4% senior discount notes and to satisfy its respective debt obligations will depend on the future operating performance of the Company. In the event the Company fails to comply with the various covenants contained in the 9 ³/4% senior discount notes, it would be an event of default under the indenture governing the notes and the trustee may accelerate the maturity of the notes. In addition, the acceleration of amounts due under the senior credit facility would also cause a cross-default under the indenture for the 9 ³/4% senior discount notes.

Senior Secured Credit Facility (closed in December 2005)

On December 22, 2005, SBA Senior Finance II closed on a new senior secured revolving credit facility in the amount of $160.0 million (“GECC II facility”). The new facility replaces Lehman facility which was assigned and became the Mortgage Loan underlying the Company’s recent $405 million commercial mortgage-backed securities issuance. The Company paid deferred financing fees of $1.1 million associated with the closing of this transaction.

The new facility consists of a $160 million revolving loan which may be borrowed, repaid and redrawn, subject to compliance with certain covenants. The new facility will mature on December 21, 2007. Amounts borrowed under the facility will accrue interest at LIBOR plus a margin that ranges from 75 basis points to 200 basis points or at base rate plus a margin that ranges from 12.5 basis points to 100 basis points. Unused amounts on this facility accrue interest at 37.5 basis points on the $160.0 million committed amount. Amounts borrowed under this facility will be secured by a first lien on substantially all of SBA Senior Finance II’s assets and are guaranteed by the Company and certain of its other subsidiaries. No amounts were drawn on this facility as of December 31, 2005.

The new senior credit facility requires SBA Senior Finance II to maintain specified financial ratios, including ratios regarding its debt to annualized operating cash flow, debt service, cash interest expense and fixed charges for each quarter. This new senior credit facility contains affirmative and negative covenants that, among other things, limits its ability to incur debt and liens, sell assets, commit to capital expenditures, enter into affiliate transactions or sale-leaseback transactions, and build and/or acquire towers without anchor or acceptable tenants. SBA Senior Finance II’s ability in the future to comply with the covenants and access the available funds under the senior credit facility in the future will depend on its future financial performance. As of December 31, 2005, SBA Senior Finance II was in full compliance with the terms of the new credit facility and had the ability to draw an additional $39.1 million.

10 ¹/4% Senior Notes

In February 2001, the Company issued $500.0 million of its 10 ¹/4% senior notes due 2009, which produced net proceeds of approximately $484.3 million after deducting offering expenses. Proceeds from the senior notes were used to acquire and construct telecommunications towers, repay borrowings under the senior credit facility, and for general working capital purposes.

During the year ended December 31, 2004, the Company exchanged $49.7 million in principal amount of the notes for 8.7 million shares of Class A common stock. Additionally, the Company repurchased $306.8 million in principal amount of the notes in the open market for $320.5 million in cash. During 2004, the Company recognized a loss on extinguishment of debt of $14.9 million and wrote-off deferred financing fees of $6.2 million in connection with the 10 ¹/4% senior note retirement transactions.

On November 16, 2004, the Company commenced a cash tender offer to purchase up to $236.5 million aggregate principal amount of its 10 ¹/4% senior notes of which $186.5 million was tendered. The Company offered consideration of $1,050.75 per $1,000 of principal amount of the notes tendered plus a premium of $10.00 per $1,000 of principal amount of notes tendered prior to November 30, 2004. Tenders submitted after November 30, 2004, and prior to the expiration date of December 14, 2004 did not receive the premium of $10.00 per $1,000 of principal amount tendered. Consequently at December 31, 2004, there was $50.0 million of the 10 ¹/4% senior notes remaining outstanding. The remaining 10 ¹/4% senior notes were redeemed by the Company on February 1, 2005 for $52.5 million plus accrued interest, in accordance with the terms of the indenture.

12% Senior Discount Notes

In March 1998, the Company issued $269.0 million of its 12% senior discount notes due March 1, 2008, which produced net proceeds of approximately $150.2 million. The senior discount notes accreted in value until March 1, 2003 at which time they had an aggregate principal amount of $269.0 million. Proceeds from the senior discount notes were used to acquire and construct telecommunications towers as well as for general working capital purposes. During the year ended December 31, 2003, the Company repurchased $50.0 million in principal amount of its 12% senior discount notes in the open market for $50.3 million in cash. Additionally, during 2003, the Company completed a tender for 70% of its outstanding 12% senior discount notes and retired $153.3 million face value of its 12% senior discount notes for $167.1 million. During 2003, the Company recognized a loss on extinguishment of $14.6 million and wrote-off deferred financing fees of $4.8 million in connection with the 12% senior discount note retirement transactions.

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In the first quarter of 2004, the Company repurchased $19.3 million of its 12% senior discount notes in open market transactions. The Company paid $20.9 million plus accrued interest in cash and recognized a loss of $1.6 million related to these debt repurchases and wrote-off $0.4 million of deferred financing fees. Additionally, on March 1, 2004 the Company, pursuant to the indenture for the 12% senior discount notes, redeemed all remaining outstanding 12% notes. These notes were redeemed at a price of 107.5% of the principal balances outstanding. As a result of this transaction, the Company recorded a loss of $3.5 million associated with the premium paid and wrote off $1.0 million of deferred financing fees associated with this transaction.

Senior Secured Credit Facility (paid in full November 2005)

On January 30, 2004, SBA Senior Finance closed on a senior credit facility in the amount of $400.0 million (“Lehman facility”). This facility consisted of a $275.0 million term loan which was funded at closing, a $50.0 million delayed draw term loan, and a $75.0 million revolving line of credit. This facility accrued interest at either the Eurodollar Rate (as defined in the senior credit facility) plus a spread of 350 basis points or the Base Rate (as defined in the senior credit facility), plus a spread of 250 basis points, SBA Senior Finance used the proceeds from funding of the $275.0 million term loan under this credit facility to repay the GECC I facility in full. This facility was subsequently repaid in full from proceeds obtained from the CMBS transaction noted above in November 2005. As a result of this repayment, SBA Senior Finance wrote off deferred financing fees associated with this facility of $5.4 million.

Senior Secured Credit Facility (paid in full January 2004)

On May 9, 2003, Telecommunications closed on a senior credit facility in the amount of $195.0 million from General Electric Capital Corporation and affiliates of Oak Hill Advisors, Inc. (“GECC I facility”). The facility consisted of $95.0 million of term loans and a $100.0 million revolving line of credit. In November 2003, in connection with the offering of the Company’s 9 ³/4% senior discount notes and the Company’s tender offer for 70% of its outstanding 12% senior discount notes, SBA Senior Finance assumed all rights and obligations of Telecommunications under the senior credit facility pursuant to an amended and restated credit agreement with the senior credit lenders. Telecommunications was released from any obligation to repay the indebtedness under the senior credit facility. Simultaneously with this assumption, Telecommunications contributed substantially all of its assets, consisting primarily of stock in our various operating subsidiaries, to SBA Senior Finance. The Company refinanced this credit facility in January 2004 with the proceeds obtained from the Lehman facility noted above.

As of December 31, 2005, the Company was in compliance with the covenants of the indentures relating to the CMBS notes, the 8 ¹/2% senior notes, the 9 ³/4% senior discount notes, and the December 2005 senior secured credit facility. The Company’s debt matures as follows:

For the year ended December 31,	(in thousands)
2006	$	—
2007		—
2008		—
2009		—
2010		—
Thereafter*		784,392
Total	$	784,392

* Includes 9 ³/4% senior discount notes at an accreted value of $216.9 million as of December 31, 2005. These notes will have an accreted value of $261.3 million at their maturity date of December 15, 2011.

13. SHAREHOLDERS’ EQUITY

a. Offerings of Common Stock

In July 2000, the Company filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission registering the sale of up to $500.0 million of any combination of Class A common stock, preferred stock, debt securities, depository shares, or warrants. On May 11, 2005, the Company issued 8.0 million shares of Class A common stock off of the universal shelf registration statement. The net proceeds were $75.4 million after deducting underwriters’ fees and offering expenses, and were used to redeem an accreted balance of $68.9 million of the 9 ³/4% senior discount notes.

F-23

On October 5, 2005, the Company issued 10.0 million shares of Class A common stock off of the universal shelf registration statement. The net proceeds were $151.5 million after deducting underwriters’ fees and offering expenses, and were used to redeem $130.4 million of the Company’s 9  ³/4% senior discount notes and 8 ¹/2% senior notes. At December 31, 2005, the Company can issue up to $21.4 million of securities under our universal shelf registration statement.

b. Registration of Additional Shares

During 2001, the Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering an aggregate 5.0 million shares of its Class A common stock. These 5.0 million shares are in addition to 3.0 million shares registered during 2000. These shares may be issued in connection with acquisitions of wireless communication towers or companies that provide related services. During the years ended December 31, 2005, 2004 and 2003, the Company issued 1.7 million shares, 0.4 million shares and zero shares, respectively, of its Class A common stock pursuant to these registration statements in connection with acquisitions. At December 31, 2005, 2.3 million shares remain available for issuance under this shelf registration.

c. Other Common Stock Transactions

During 2004, the Company exchanged $49.7 million of its 10 ¹/4% senior notes for 8.7 million shares of its Class A common stock. The Company also exchanged $1.3 million in face value of its 9 ³/4% senior discount notes for approximately 136,000 shares of its Class A common stock.

d. Employee Stock Purchase Plan

In 1999, the Board of Directors of the Company adopted the 1999 Stock Purchase Plan (the “Purchase Plan”). A total of 500,000 shares of Class A common stock were reserved for purchase under the Purchase Plan. During 2003, an amendment to the Purchase Plan was adopted which increased the number of shares reserved for purchase from 500,000 to 1,500,000 shares. The Purchase Plan permits eligible employee participants to purchase Class A common stock at a price per share which is equal to 85% of the fair market value of the Class A common stock on the last day of an offering period. No compensation expense is recognized for the difference between the employees’ purchase price and the fair value of the stock. For the year ended December 31, 2005, employees purchased 69,711 shares under the Purchase Plan. At December 31, 2005, approximately 675,000 shares remain which can be issued under the Purchase Plan.

e. Non-Cash Compensation

From time to time, restricted shares of Class A common stock or options to purchase Class A common stock have been granted under the Company’s equity participation plans at prices below market value at the time of grant. The Company recorded approximately $0.5 million, $0.5 million and $0.8 million of non-cash compensation expense during the years ended December 31, 2005, 2004 and 2003, respectively.

In connection with an employment agreement with one of the officers of the Company, the Company was obligated to pay an amount equal to the difference between $1.0 million and the value of all vested options and restricted stock belonging to this officer on September 19, 2003. The Company had the option of settling the obligation in cash or shares of Class A common stock. This obligation was settled in September 2003 in cash for $0.9 million. This amount had been expensed over the three-year period of the original agreement as non-cash compensation expense.

f. Shareholder Rights Plan and Preferred Stock

During January 2002, the Company’s Board of Directors adopted a shareholder rights plan and declared a dividend of one preferred stock purchase right for each outstanding share of the Company’s common stock. Each of these rights which are currently not exercisable, will entitle the holder to purchase one one-thousandth (1/1000) of a share of the Company’s newly designated Series E Junior Participating Preferred Stock. In the event that any person or group acquires beneficial ownership of 15% or more of the outstanding shares of the Company’s common stock or commences or announces an intention to commence a tender offer that would result in such person or group owning 15% or more of the Company’s common stock, each holder of a right (other than the acquirer) will be entitled to receive, upon payment of the exercise price, a number of shares of common stock having a market value equal to two times the exercise price of the right. In order to retain flexibility and the ability to maximize shareholder value in the event of transactions that may arise in the future, the Board retains the power to redeem the rights for a set amount. The rights were distributed on January 25, 2002 and expire on January 10, 2012, unless earlier redeemed or exchanged or terminated in accordance with the Rights Agreement.

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14. DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swap

On June 22, 2005, in anticipation of the CMBS Transaction (see note 12), the Company entered into two forward-starting interest rate swap agreements, each with a notional principal amount of $200.0 million to hedge the variability of future interest rates on the CMBS Transaction. Under the swap agreements, we agreed to pay the counterparties a fixed interest rate of 4.199% on the total notional amount of $400.0 million, beginning on December 22, 2005 through December 22, 2010 in exchange for receiving floating payments based on three-month LIBOR on the same notional amount for the same five year period. The Company determined the swaps to be effective cash flow hedges and recorded the fair value of the interest rate swaps in accumulated other comprehensive income, net of applicable income taxes.

On November 4, 2005, two of our subsidiaries entered into a purchase agreement with Lehman Brothers Inc. and Deutsche Bank Securities Inc. regarding the purchase and sale of $405.0 million of CMBS Notes issued by the Trust. In connection with this agreement, the Company terminated the interest rate swap agreements, resulting in a $14.8 million settlement payment to the Company. The settlement payment will be amortized into interest expense on the Statement of Operations utilizing the effective interest method over the anticipated five year life of the Certificates and will reduce the effective interest rate on the Certificates by 0.8%. During 2005, the Company amortized $0.3 million of this settlement into interest expense for the year ended December 31, 2005. The unamortized value of the settlement payment is recorded in accumulated other comprehensive income in the Consolidated Balance Sheets.

Fair Value Hedge

The Company previously had an interest rate swap agreement to manage its exposure to interest rate movements by effectively converting a portion of its fixed rate 10 ¹/4% senior notes to variable rates. The swap qualified as a fair value hedge. The notional principal amount of the swap was $100.0 million and the maturity date and payment provisions matched that of the underlying senior notes.

The counter-party to the interest rate swap agreement terminated the swap agreement in October 2002. In connection with this termination, the counter-party paid the Company $6.2 million, which included approximately $0.8 million in accrued interest. The remaining approximately $5.4 million received was deferred and recognized as a reduction to interest expense over the remaining term of the senior notes using the effective interest method. Amortization of the deferred gain during 2004 and 2003 was approximately $0.7 million. Additionally, $1.9 million of the deferred gain was recognized as a reduction in loss from write-off of deferred financing fees and extinguishment of debt in connection with the repurchase of $186.5 million of 10 ¹/4% senior notes in December 2004. The balance of $1.9 million outstanding at December 31, 2004 was written off in connection with the repayment of the 10 ¹/4% senior notes in February 2005 and is included as a reduction in loss from write-off of deferred financing fees and extinguishment of debt on the Statement of Operations.

15. STOCK OPTIONS

The Company has three stock option plans (the 1996 Stock Option Plan, the 1999 Equity Participation Plan and the 2001 Equity Participation Plan) whereby options (both non-qualified and incentive stock options), stock appreciation rights and restricted stock may be granted to directors, employees and consultants. Upon adoption of the 2001 Equity Participation Plan, all unissued options under the 1996 Stock Option Plan and the 1999 Equity Participation Plan were cancelled. The 2001 Equity Participation Plan provides for a maximum issuance of shares, together with all outstanding options and unvested shares of restricted stock under all three of the plans, equal to 15% of the Company’s common stock outstanding, adjusted for certain shares issued and the exercise of certain options.

A summary of shares reserved for future issuance under these plans as of December 31, 2005 is as follows:

	(in thousands)
Reserved for 1996 Stock Option Plan	114
Reserved for 1999 Equity Participation Plan	438
Reserved for 2001 Equity Participation Plan	10,251
	10,803

These options generally vest between three and six years from the date of grant on a straight-line basis and generally have a ten year life.

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A summary of the status of the Company’s stock option plans including their weighted average exercise price is as follows:

	2005				2004				2003
	Shares		Price		Shares		Price		Shares		Price
	(shares in thousands)
Outstanding at beginning of year	4,415		$	7.04	3,788		$	7.79	2,848		$	11.37
Granted	1,345		$	8.91	1,390		$	4.27	1,630		$	2.20
Exercised/redeemed	(978	)	$	4.04	(173	)	$	3.11	(34	)	$	1.26
Forfeited/canceled	(207	)	$	7.29	(590	)	$	6.81	(656	)	$	9.78
Outstanding at end of year	4,575		$	8.22	4,415		$	7.04	3,788		$	7.79
Options exercisable at end of year	1,516		$	12.46	1,588		$	11.56	1,235		$	12.66

Option groups outstanding at December 31, 2005 and related weighted average exercise price and remaining life, in years, is as follows:

Options Outstanding						Options Exercisable
Range		Outstanding (in thousands)	Weighted Average Contractual Life	Weighted Average Exercise Price		Exercisable (in thousands)	Weighted Average Exercise Price
$	0.05 - $  4.00	1,131	6.9	$	2.32	388	$	2.43
$	4.15 - $  9.75	2,589	8.4	$	6.90	420	$	6.70
$	10.17 - $14.80	349	6.7	$	13.03	206	$	12.63
$	15.05 - $24.75	289	4.5	$	17.22	285	$	17.25
$	26.63 - $50.13	217	5.0	$	34.98	217	$	34.98
		4,575		$	8.22	1,516	$	12.46

16. RESTRUCTURING

In response to capital market conditions in the telecommunications industry in 2002 and 2003, the Company implemented various restructuring plans discussed below.

2002 Plan

In February 2002, as a result of the continued deterioration of capital market conditions for wireless carriers, the Company announced it was reducing its capital expenditures for new tower development and acquisition activities, suspending any material new investment for additional towers, and reduced its workforce and closed or consolidated offices. In connection with this restructuring, a portion of the Company’s workforce was reduced and certain offices were closed, substantially all of which were primarily dedicated to new tower development activities in the site development segment. The accrual of approximately $0.5 million remaining at December 31, 2005 with respect to the 2002 plan, relates to remaining obligations through the year 2012 associated with offices exited or downsized as part of this plan.

The following summarizes the activity during the year ended December 31, 2005 related to the 2002 restructuring plan:

	Accrual as of January 1, 2005		Restructuring Charges		Payments			Accrual as of December 31, 2005
	(in thousands)
Employee separation and exit costs	$	733	$	50	$	(267	)	$	516

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2003 Plan

In 2003, in response to the continued deterioration in expenditures by wireless service providers, particularly with respect to site development activities, the Company committed to new plans of restructuring associated with further downsizing activities, including reduction in workforce and closing or consolidation of offices. As a result of the implementation of its plans, the Company recorded a restructuring charge of $2.1 million during the year ended December 31, 2003. Of the $2.1 million charge recorded during the year ended December 31, 2003, approximately $0.6 million related to the abandonment of new tower build work in process. The remaining $1.5 million related primarily to the costs of employee separation and exit costs associated with the closing or consolidation of approximately 12 offices. In connection with employee separation costs, the Company paid approximately $0.7 million in one-time termination benefits. Of the $2.1 million in expense recorded during the year ended December 31, 2003, $2.0 million pertains to the Company’s site development segment and $0.1 million pertains to the Company’s site leasing segment.

During the year ended December 31, 2004, restructuring charges of $0.04 million and non-cash adjustments reducing these charges of $0.04 million were recorded relating to the 2003 restructuring plan. As of December 31, 2004, there were no remaining liabilities relating to the 2003 restructuring plan.

Restructuring expense for the years ended December 31, 2005, 2004, and 2003, which relate to the 2003 and 2002 restructuring plans consisted of the following:

	For the year ended December 31,
	2005		2004			2003
	(in thousands)
Abandonment of new tower build and acquisition work-in-process and related construction materials	$	-	$	(110	)	$	617
Employee separation and exit costs		50		360			1,477
	$	50	$	250		$	2,094

17. ASSET IMPAIRMENT CHARGES

During 2005, the Company reevaluated its future cash flow expectations on one tower that has not achieved expected lease up results. The resulting change in fair value of this tower, as determined using a discounted cash flow analysis, resulted in an impairment charge of $0.2 million. By comparison, in 2004 the Company reevaluated its future cash flow expectations on ten towers and other related equipment that have not achieved expected lease up results. The change in fair value of these towers, as determined using a discounted cash flow analysis, resulted in an impairment charge of $2.6 million.

Additionally in 2004, the Company reevaluated its future cash flow expectations on three microwave networks utilized by its customers. One of these customers rejected their microwave backhaul agreements under the settlement plan approved as part of their bankruptcy. The other customer notified the Company in the fourth quarter of 2004 of their intention not to renew their agreement upon expiration. An analysis of these networks resulted in a remote possibility of other customers utilizing the network. As a result, the Company wrote down the value of the underlying equipment utilized in these networks and recorded a charge of $4.5 million. Furthermore, in the fourth quarter of 2005, the Company determined that the remaining microwave network equipment has no residual value and recorded an additional charge of $0.2 million. These amounts are included in asset impairment charges in the Consolidated Statement of Operations for the years ended December 31 2005 and 2004, respectively.

During the second quarter of 2004, the Company identified 14 towers previously classified as held for sale and included in discontinued operations and reclassified them into continuing operations as of June 30, 2004 in accordance with the provisions of SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. As a result of this reclassification, the book value of the towers were recorded at the lower of (1) the carrying amount of the tower before it was classified as held for sale, net of any depreciation expense that would have been recognized had the asset never been classified as held for sale; or (2) the estimated fair value of the tower at the date of the subsequent decision not to sell. As a result of applying SFAS 144, the Company increased the book value of these towers by $0.3 million, and recorded this credit as a net reduction to asset impairment charges in the Consolidated Statements of Operations for the year ended December 31, 2004.

During the second and fourth quarters of 2003, the Company modified its future tower lease-up assumptions for certain tower assets that had not achieved expected lease-up results. The changes to the future cash flow expectations and the resulting change in the fair value of these towers, as determined using a discounted cash flow analysis, resulted in an impairment charge of $7.9 million during the second quarter of 2003 related to approximately 40 operating towers and an impairment charge of $4.6 million during the fourth quarter

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of 2003 related to approximately 30 additional operating towers. These amounts are included in asset impairment charges in the Consolidated Statement of Operations for the year ended December 31, 2003.

18. INCOME TAXES

The provision (benefit) for income taxes from continuing operations consists of the following components:

	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Current provision for taxes:
Federal income tax	$	—		$	—		$	125
State and local taxes		2,104			710			1,604
Total current		2,104			710			1,729
Deferred provision (benefit) for taxes:
Federal income tax		(30,686	)		(44,937	)		(54,941	)
State and local taxes		(3,259	)		(10,622	)		(12,658	)
Increase in valuation allowance		33,945			55,559			67,599
Total deferred		—			—			—
Total	$	2,104		$	710		$	1,729

A reconciliation of the provision (benefit) for income taxes from continuing operations at the statutory U.S. Federal tax rate (34%) and the effective income tax rate is as follows:

	For the year ended December 31,
	2005			2004			2003
	(in thousands)
Statutory Federal benefit	$	(31,466	)	$	(48,726	)	$	(59,031	)
State and local taxes		(762	)		(6,542	)		(7,171	)
Other		387			419			332
Valuation allowance		33,945			55,559			67,599
	$	2,104		$	710		$	1,729

The components of the net deferred income tax asset (liability) accounts are as follows:

	As of December 31,
	2005			2004
	(in thousands)
Allowance for doubtful accounts	$	370		$	391
Deferred revenue		4,675			4,186
Accrued liabilities		3,661			2,971
Valuation allowance		(8,706	)		(7,548	)
Current net deferred taxes	$	—		$	—
Original issue discount		13,476			10,717
Net operating loss		245,585			250,322
Property, equipment & intangible basis differences		(6,827	)		(3,738	)
Straight-line rents		5,792			10,273
Early extinguishment of debt		5,249			—
Other		2,399			2,966
Valuation allowance		(265,674	)		(270,540	)
Non-current net deferred taxes	$	—		$	—

F-28

The Company has recorded a valuation allowance for deferred tax assets as management believes that it is not “more likely than not” that the Company will be able to generate sufficient taxable income in future periods to recognize the assets. The net change in the valuation allowance for the years ended December 31, 2005, 2004 and 2003 was $(3.7) million, $57.9 million, and $68.6 million, respectively.

The Company has available at December 31, 2005, a net federal operating tax loss carry-forward of approximately $722.1 million. These net operating tax loss carry-forwards will expire between 2020 and 2025. The Internal Revenue Code places limitations upon the future availability of net operating losses based upon changes in the equity of the Company. If these occur, the ability for the Company to offset future income with existing net operating losses may be limited. In addition the Company has available at December 31, 2005, a net state operating tax loss carry-forward of approximately $486.2 million. These net operating tax loss carry-forwards will expire between 2006 and 2025.

19. COMMITMENTS AND CONTINGENCIES

a. Operating Leases

The Company is obligated under various non-cancelable operating leases for land, office space, vehicles and equipment, and site leases that expire at various times through December 2104. The annual minimum lease payments under non-cancelable operating leases in effect as of December 31, 2005 are as follows:

For the year ended December 31,	(in thousands)
2006	$	28,281
2007		27,443
2008		28,197
2009		27,827
2010		27,487
Thereafter		486,939
Total	$	626,174

Principally, all of the leases provide for renewal at varying escalations. Fixed rate escalations have been included in the table disclosed above.

Rent expense for operating leases was $32.6 million, $33.0 million and $34.5 million for the years ended December 31, 2005, 2004 and 2003, respectively. These amounts exclude $0.05 million, $0.5 million and $0.7 million, respectively, which is included in restructuring and other charges. In addition, certain of the Company’s leases include contingent rent provisions which provide for the lessor to receive additional rent upon the attainment of certain tower operating results and/or lease-up. Contingent rent expense for the year ended December 31, 2005, 2004 and 2003 was, $2.2 million, $2.0 million and $1.4 million, respectively.

b. Tenant Leases

The annual minimum tower lease income to be received for tower space and antenna rental under non-cancelable operating leases in effect as of December 31, 2005 are as follows:

For the year ended December 31,	(in thousands)
2006	$	155,492
2007		131,777
2008		113,869
2009		88,538
2010		44,548
Thereafter		33,894
Total	$	568,118

Principally, all of the leases provide for renewal, generally at the tenant’s option, at varying escalations. Fixed rate escalations have been included in the table disclosed above.

F-29

c. Litigation

The Company is involved in various claims, lawsuits and proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs that may be incurred, management believes the resolution of such uncertainties and the incurrence of such costs will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

d. Contingent Purchase Obligations

From time to time, the Company agrees to pay additional consideration for acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the 1-3 years after they have been acquired. As of December 31, 2005, the Company has an obligation to pay up to an additional $2.2 million in consideration if the targets contained in various acquisition agreements are met. These obligations are associated with acquisitions within the Company’s site leasing segment. On certain acquisitions, at the Company’s option, additional consideration may be paid in cash or shares of Class A common stock. The Company records such obligations as additional consideration when it becomes probable that the targets will be met. For the year ended December 31, 2005, 2004 and 2003 certain earnings targets associated with the acquired towers were achieved, and therefore, the Company paid in cash $0.2 million, $0.6 million and $1.1 million, respectively. In addition, for the year ended December 31, 2005, the Company issued approximately 24,000 shares of Class A common stock in settlement of contingent price amounts payable as a result of acquired towers exceeding certain performance targets.

20. DEFINED CONTRIBUTION PLAN

The Company has a defined contribution profit sharing plan under Section 401(k) of the Internal Revenue Code that provides for voluntary employee contributions of 1% to 14% of compensation. Employees have the opportunity to participate following completion of three months of employment and must be 21 years of age. Employer matching begins after completion of one year of service. For the years ended December 31, 2005, 2004 and 2003, the Company made a discretionary matching contribution of 50% of an employee’s contributions up to a maximum of $3,000. Company matching contributions were approximately $0.5 million, $0.5 million and $0.4 million for the years ended December 31, 2005, 2004 and 2003, respectively.

F-30

21. SEGMENT DATA

The Company operates principally in three business segments: site leasing, site development consulting, and site development construction. The Company’s reportable segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. Revenues, cost of revenues (exclusive of depreciation, accretion and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below:

	Site Leasing			Site Development Consulting			Site Development Construction			Not Identified by Segment(1)			Total
	(in thousands)
For the year ended December 31, 2005
Revenues	$	161,277		$	13,549		$	85,165		$	—		$	259,991
Cost of revenues	$	47,259		$	12,004		$	80,689		$	—		$	139,952
Operating income (loss) from continuing operations	$	14,349		$	544		$	(2,360	)	$	(8,338	)	$	4,195
Capital expenditures(2)	$	100,879		$	57		$	361		$	804		$	102,101
For the year ended December 31, 2004
Revenues	$	144,004		$	14,456		$	73,022		$	—		$	231,482
Cost of revenues	$	47,283		$	12,768		$	68,630		$	—		$	128,681
Operating (loss) income from continuing operations	$	(11,706	)	$	431		$	(3,127	)	$	(9,479	)	$	(23,881	)
Capital expenditures(2)	$	7,706		$	63		$	317		$	919		$	9,005
For the year ended December 31, 2003
Revenues	$	127,852		$	12,337		$	51,920		$	—		$	192,109
Cost of revenues	$	47,793		$	11,350		$	47,333		$	—		$	106,476
Operating loss from continuing operations	$	(39,395	)	$	(668	)	$	(4,976	)	$	(8,786	)	$	(53,825	)
Capital expenditures(2)	$	15,105		$	124		$	2,458		$	575		$	18,262
Assets
As of December 31, 2005	$	834,923		$	4,005		$	51,381		$	62,227		$	952,536
As of December 31, 2004(3)	$	784,571		$	4,183		$	42,170		$	86,320		$	917,244

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

⁽²⁾ Includes acquisitions and related earn-outs

⁽³⁾ Amounts in 2004 have been reclassified to conform to 2005 presentation.

F-31

22. QUARTERLY FINANCIAL DATA (unaudited)

	Quarter Ended
	December 31, 2005			September 30, 2005			June 30, 2005			March 31, 2005
	(in thousands, except per share amounts)
Revenues	$	72,418		$	66,021		$	63,248		$	58,304
Operating income (loss) from continuing operations		3,885			2,603			(229	)		(2,064	)
Depreciation, accretion, and amortization		(22,258	)		(21,673	)		(21,644	)		(21,643	)
Asset impairment charges		(160	)		16			(40	)		(214	)
Loss from writeoff of deferred financing fees and extinguishment of debt		(19,541	)		—			(8,244	)		(1,486	)
Loss from continuing operations		(32,282	)		(14,447	)		(26,376	)		(21,543	)
(Loss) gain from discontinued operations		(15	)		3			121			(170	)
Net loss	$	(32,297	)	$	(14,444	)	$	(26,255	)	$	(21,713	)
Per common share - basic and diluted:
Loss from continuing operations	$	(0.38	)	$	(0.19	)	$	(0.38	)	$	(0.33	)
Loss from discontinued operations		—			—			—			—
Net loss per share	$	(0.38	)	$	(0.19	)	$	(0.38	)	$	(0.33	)
	Quarter Ended
	December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004
	(in thousands, except per share amounts)
Revenues	$	65,533		$	58,743		$	56,347		$	50,859
Operating loss from continuing operations		(6,937	)		(3,403	)		(6,210	)		(7,331	)
Depreciation, accretion, and amortization		(22,351	)		(22,641	)		(22,646	)		(22,815	)
Asset impairment charges		(5,472	)		(88	)		(1,515	)		(17	)
Loss from writeoff of deferred financing fees and extinguishment of debt		(16,433	)		(2,093	)		(454	)		(22,217	)
Loss from continuing operations		(41,516	)		(24,830	)		(26,177	)		(51,500	)
Loss from discontinued operations		(320	)		(2,542	)		(470	)		75
Net loss	$	(41,836	)	$	(27,372	)	$	(26,647	)	$	(51,425	)
Per common share - basic and diluted:
Loss from continuing operations	$	(0.65	)	$	(0.43	)	$	(0.46	)	$	(0.92	)
Loss from discontinued operations		(0.01	)		(0.04	)		(0.01	)		—
Net loss per share	$	(0.66	)	$	(0.47	)	$	(0.47	)	$	(0.92	)

Because loss per share amounts are calculated using the weighted average number of common and dilutive common shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total loss per share amounts for the year.

23. SUBSEQUENT EVENTS

Subsequent to December 31, 2005, the Company closed on the acquisition of 66 towers for an aggregate purchase price of $18.9 million, which was paid in cash.

On February 22, 2006, SBA Senior Finance II entered into three forward-starting interest rate swap agreements, at an aggregate notional principal amount of $200 million, to hedge the variability of future interest rates in anticipation of the issuance of debt, which is expected to be issued on or before December 21, 2007 by an affiliate of SBA Communications Corporation. Under the

F-32

swap agreements, Senior Finance II has agreed to pay a fixed monthly interest rate of 5.024% on a total notional amount of $200 million, beginning on or before December 21, 2007 through December 21, 2012, in exchange for receiving floating payments based on three-month LIBOR on the same notional amount for the same five-year period. The swap agreements will be settled in cash, in accordance with their terms, on or before December 21, 2007. At the inception date of the swaps, the Company has determined the swaps to be an effective cash flow hedge.

F-33

EX-5.1

Exhibit 5.1

Opinion of Akerman Senterfitt

regarding the validity of the Class A common stock

March 10, 2006

SBA Communications Corporation

5900 Broken Sound Parkway NW

Boca Raton, Florida 33487

Ladies and Gentlemen:

SBA Communications Corporation, a Florida corporation (the “Company”), filed with the Securities and Exchange Commission on October 12, 2001, a Shelf Registration Statement on Form S-4, as amended, Registration No. 333-71460 (the “Shelf Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). Such Shelf Registration Statement relates to the offering by the Company of the Company’s Class A common stock, $.01 par value per share (the “Class A Common Stock”). We have acted as counsel to the Company in connection with the preparation and filing of the Shelf Registration Statement and the issuance of 103,614 shares (the “Shares”) of Class A Common Stock pursuant to the Shelf Registration Statement, in connection with the acquisition of 73 towers, related prorated rental receipts and payments, and earn-out obligations related to acquisitions.

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

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

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

Sincerely,

AKERMAN SENTERFITT

/s/ Akerman Senterfitt

EX-10.35B

Exhibit 10.35B

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (the “Amendment”) among SBA PROPERTIES INC., a Florida corporation (“SBA”), SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), and JEFFREY A. STOOPS (the “Executive”) is made and entered into as of this 10th day of November, 2005.

W I T N E S S E T H:

WHEREAS, SBA and the Executive entered into an Employment Agreement, dated as of February 28, 2003, and as amended by that certain Amendment to Employment Agreement, dated as of June 25^th, 2005, by and between SBA and the Executive (the “Agreement”);

WHEREAS, the Executive, SBA and the Company mutually desire to amend the Agreement.

NOW, THEREFORE, effective as of the 10th day of November, 2005, the Agreement shall be amended as follows:

1. The Preamble to the Agreement shall be amended to replace the words “SBA PROPERTIES INC., a Florida corporation” with the words “SBA COMMUNICATIONS CORPORATION, a Florida corporation.”

2. Section 10 of the Agreement shall be amended to replace the words “SBA Properties Inc.” with the words “SBA COMMUNICATIONS CORPORATION, a Florida corporation.”

3. The Agreement is hereby amended to add the following new Section 10 after Section 9(h) and to renumber the sections that follow new Section 10 accordingly:

“10. RIGHTS AND OBLIGATIONS. The Executive hereby consents to the assignment by SBA Properties, Inc. to the Company, and the assumption by the Company, of all of SBA Properties, Inc.’s rights and obligations under the Agreement. The Executive acknowledges and agrees, for himself and each of his respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Assigns”), that the Executive and the Assigns shall have no right of action or remedy against SBA Properties, Inc. for any claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including without limitation, any Claims under federal, state, local or foreign law, that the Executive and the Assigns may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee of the Parent Group or (ii) the Agreement.”

4. The Agreement shall remain unchanged in all other respects. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed effective as of the day and year first above written.

SBA PROPERTIES, INC.
By:	/s/ Thomas P. Hunt
	Name: Thomas P. Hunt
	Title: Sr. Vice President and General Counsel
SBA COMMUNICATIONS CORPORATION
By:	/s/ Thomas P. Hunt
	Name: Thomas P. Hunt
	Title: Sr. Vice President and General Counsel
EXECUTIVE
/s/ Jeffrey A. Stoops
JEFFREY A. STOOPS

2

EX-10.36A

Exhibit 10.36A

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (the “Amendment”) among SBA PROPERTIES INC., a Florida corporation (“SBA”), SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), and KURT L. BAGWELL (the “Executive”) is made and entered into as of this 10th day of November, 2005.

W I T N E S S E T H:

WHEREAS, SBA and the Executive entered into an Employment Agreement, dated as of February 28, 2003 (the “Agreement”);

WHEREAS, the Executive, SBA and the Company mutually desire to amend the Agreement.

NOW, THEREFORE, effective as of the 10th day of November, 2005, the Agreement shall be amended as follows:

1. The Preamble to the Agreement shall be amended to replace the words “SBA PROPERTIES INC., a Florida corporation” with the words “SBA COMMUNICATIONS CORPORATION, a Florida corporation.”

2. Section 10 of the Agreement shall be amended to replace the words “SBA Properties Inc.” with the words “SBA COMMUNICATIONS CORPORATION, a Florida corporation.”

3. The Agreement is hereby amended to add the following new Section 10 after Section 9(h) and to renumber the sections that follow new Section 10 accordingly:

“10. RIGHTS AND OBLIGATIONS. The Executive hereby consents to the assignment by SBA Properties, Inc. to the Company, and the assumption by the Company, of all of SBA Properties, Inc.’s rights and obligations under the Agreement. The Executive acknowledges and agrees, for himself and each of his respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Assigns”), that the Executive and the Assigns shall have no right of action or remedy against SBA Properties, Inc. for any claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including without limitation, any Claims under federal, state, local or foreign law, that the Executive and the Assigns may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee of the Parent Group or (ii) the Agreement.”

4. The Agreement shall remain unchanged in all other respects. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed effective as of the day and year first above written.

SBA PROPERTIES, INC.
By:	/s/ Jeffrey A. Stoops
	Name: Jeffrey A. Stoops
	Title: President and Chief Executive Officer
SBA COMMUNICATIONS CORPORATION
By:	/s/ Jeffrey A. Stoops
	Name: Jeffrey A. Stoops
	Title: President and Chief Executive Officer
EXECUTIVE
/s/ Kurt L. Bagwell
KURT L. BAGWELL

2

EX-10.37A

Exhibit 10.37A

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (the “Amendment”) among SBA PROPERTIES INC., a Florida corporation (“SBA”), SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”), and THOMAS P. HUNT (the “Executive”) is made and entered into as of this 10th day of November, 2005.

W I T N E S S E T H:

WHEREAS, SBA and the Executive entered into an Employment Agreement, dated as of February 28, 2003 (the “Agreement”);

WHEREAS, the Executive, SBA and the Company mutually desire to amend the Agreement.

NOW, THEREFORE, effective as of the 10th day of November, 2005, the Agreement shall be amended as follows:

1. The Preamble to the Agreement shall be amended to replace the words “SBA PROPERTIES INC., a Florida corporation” with the words “SBA COMMUNICATIONS CORPORATION, a Florida corporation.”

2. Section 10 of the Agreement shall be amended to replace the words “SBA Properties Inc.” with the words “SBA COMMUNICATIONS CORPORATION, a Florida corporation.”

3. The Agreement is hereby amended to add the following new Section 10 after Section 9(h) and to renumber the sections that follow new Section 10 accordingly:

“10. RIGHTS AND OBLIGATIONS. The Executive hereby consents to the assignment by SBA Properties, Inc. to the Company, and the assumption by the Company, of all of SBA Properties, Inc.’s rights and obligations under the Agreement. The Executive acknowledges and agrees, for himself and each of his respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “Assigns”), that the Executive and the Assigns shall have no right of action or remedy against SBA Properties, Inc. for any claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including without limitation, any Claims under federal, state, local or foreign law, that the Executive and the Assigns may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee of the Parent Group or (ii) the Agreement.”

4. The Agreement shall remain unchanged in all other respects. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed effective as of the day and year first above written.

SBA PROPERTIES, INC.
By:	/s/ Jeffrey A. Stoops
	Name: Jeffrey A. Stoops
	Title: President and Chief Executive Officer
SBA COMMUNICATIONS CORPORATION
By:	/s/ Jeffrey A. Stoops
	Name: Jeffrey A. Stoops
	Title: President and Chief Executive Officer
EXECUTIVE
/s/ Thomas P. Hunt
THOMAS P. HUNT

2

EX-10.49

Exhibit 10.49

AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

between

SBA PROPERTIES, INC. AND ANY ADDITIONAL BORROWER OR BORROWERS THAT

MAY BECOME A PARTY HERETO

as Borrowers

and

SBA CMBS-1 DEPOSITOR LLC

as Lender

Dated November 18, 2005

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.1	Certain Defined Terms	3
Section 1.2	Accounting Terms	24
Section 1.3	Other Definitional Provisions	24
ARTICLE II
TERMS OF THE LOAN
Section 2.1	Loan	25
Section 2.2	Interest	26
Section 2.3	Additional Borrowers	27
Section 2.4	Payments	28
Section 2.5	Maturity	30
Section 2.6	Prepayment	30
Section 2.7	Outstanding Balance	30
Section 2.8	Reserved	31
Section 2.9	Reasonableness of Charges	31
Section 2.10	Servicing/Special Servicing	31
ARTICLE III
CONDITIONS TO LOAN
Section 3.1	Conditions to Funding of the Loan on the Closing Date	31
Section 3.2	Conditions to any Loan Increase	34
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1	Organization, Powers, Capitalization, Good Standing, Business	36
Section 4.2	Authorization of Borrowing, etc.	36
Section 4.3	Financial Statements	37
Section 4.4	Indebtedness and Contingent Obligations	37
Section 4.5	Title to the Sites	37
Section 4.6	Zoning; Compliance with Laws	38
Section 4.7	Leases; Agreements	38

-i-

Section 4.8	Condition of the Sites	39
Section 4.9	Litigation; Adverse Facts	39
Section 4.10	Payment of Taxes	39
Section 4.11	Adverse Contracts	39
Section 4.12	Performance of Agreements	40
Section 4.13	Governmental Regulation	40
Section 4.14	Employee Benefit Plans and ERISA Affiliates	40
Section 4.15	Broker’s Fees	40
Section 4.16	Solvency	40
Section 4.17	Disclosure	41
Section 4.18	Use of Proceeds and Margin Security	41
Section 4.19	Insurance	41
Section 4.20	Investments	41
Section 4.21	No Plan Assets	41
Section 4.22	Plans	41
Section 4.23	Not Foreign Person	41
Section 4.24	No Collective Bargaining Agreements	41
Section 4.25	Ground Leases	42
Section 4.26	Easements	43
Section 4.27	Principal Place of Business	44
Section 4.28	Environmental Compliance	44
Section 4.29	Separate Tax Lot	44
Section 4.30	Sites Generally	44
ARTICLE V
COVENANTS OF BORROWER PARTIES
Section 5.1	Financial Statements and Other Reports	45
Section 5.2	Existence; Qualification	48
Section 5.3	Payment of Impositions and Claims	49
Section 5.4	Maintenance of Insurance	49
Section 5.5	Operation and Maintenance of the Sites; Casualty; Condemnation	51
Section 5.6	Inspection	54
Section 5.7	Compliance with Laws and Contractual Obligations	54
Section 5.8	Further Assurances	55
Section 5.9	Performance of Agreements and Leases	55
Section 5.10	Leases	55
Section 5.11	Management Agreement	56
Section 5.12	Deposits; Application of Receipts	57
Section 5.13	Estoppel Certificates	57
Section 5.14	Indebtedness	58
Section 5.15	No Liens	58
Section 5.16	Contingent Obligations	58
Section 5.17	Restriction on Fundamental Changes	58
Section 5.18	Transactions with Related Persons	58

-ii-

Section 5.19	Bankruptcy, Receivers, Similar Matters	59
Section 5.20	ERISA	59
Section 5.21	Ground Leases	60
Section 5.22	Easements	64
Section 5.23	Lender’s Expenses	67
Section 5.24	Post-Closing Covenants	67
ARTICLE VI
RESERVES
Section 6.1	Security Interest in Reserves; Other Matters Pertaining to Reserves	68
Section 6.2	Funds Deposited with Lender	68
Section 6.3	Impositions and Insurance Reserve	69
Section 6.4	Advance Rents Reserve Sub-Account	70
Section 6.5	Cash Trap Reserve	70
ARTICLE VII
DEPOSIT ACCOUNT; LOCK BOX ACCOUNT; CASH MANAGEMENT
Section 7.1	Establishment of Deposit Account and Central Account	71
Section 7.2	Application of Funds in Central Account	72
Section 7.3	Application of Funds After Event of Default	72
ARTICLE VIII
DEFAULT, RIGHTS AND REMEDIES
Section 8.1	Event of Default	73
Section 8.2	Acceleration and Remedies	75
Section 8.3	Performance by Lender	77
Section 8.4	Evidence of Compliance	77
ARTICLE IX
LIMITED-PURPOSE, BANKRUPTCY-REMOTE REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 9.1	Applicable to Borrowers	78
Section 9.2	Applicable to Borrower Parties	80

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ARTICLE X
PLEDGE OF OTHER COMPANY COLLATERAL
Section 10.1	Grant of Security Interest/UCC Collateral	81
ARTICLE XI
RESTRICTIONS ON LIENS, TRANSFERS; ASSUMABILITY; RELEASE OF PROPERTIES
Section 11.1	Restrictions on Transfer and Encumbrance	82
Section 11.2	Transfers of Beneficial Interests	83
Section 11.3	Defeasance	83
Section 11.4	Release of Sites	84
Section 11.5	Substitution of a Mortgaged Site	87
Section 11.6	Substitution of Other Pledged Sites	90
Section 11.7	Addition of an Additional Site or Additional Borrower Site	92
Section 11.8	Determination of Allocated Loan Amounts	96
ARTICLE XII
RECOURSE; LIMITATIONS ON RECOURSE
Section 12.1	Limitations on Recourse	97
Section 12.2	Partial Recourse	97
Section 12.3	Miscellaneous	98
ARTICLE XIII
WAIVERS OF DEFENSES OF GUARANTORS AND SURETIES
Section 13.1	Waivers	98
ARTICLE XIV
MISCELLANEOUS
Section 14.1	Expenses and Attorneys’ Fees	100
Section 14.2	Indemnity	100
Section 14.3	Amendments and Waivers	101
Section 14.4	Retention of the Borrowers’ Documents	101
Section 14.5	Notices	101
Section 14.6	Survival of Warranties and Certain Agreements	103
Section 14.7	Failure or Indulgence Not Waiver; Remedies Cumulative	103
Section 14.8	Marshalling; Payments Set Aside	103

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Section 14.9	Severability	103
Section 14.10	Headings	103
Section 14.11	APPLICABLE LAW	103
Section 14.12	Successors and Assigns	104
Section 14.13	Sophisticated Parties, Reasonable Terms, No Fiduciary Relationship	104
Section 14.14	Reasonableness of Determinations	105
Section 14.15	Limitation of Liability	105
Section 14.16	No Duty	105
Section 14.17	Entire Agreement	106
Section 14.18	Construction; Supremacy of Loan Agreement	106
Section 14.19	CONSENT TO JURISDICTION	106
Section 14.20	WAIVER OF JURY TRIAL	106
Section 14.21	Counterparts; Effectiveness	107
Section 14.22	Servicer	107
Section 14.23	Obligations of Borrower Parties	107
Section 14.24	Additional Inspections; Reports	107
Section 14.25	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets	107

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AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Loan Agreement”) is dated as of November 18, 2005, and entered into by and between SBA PROPERTIES, INC., a Florida corporation (“SBA Properties”, also the “Initial Borrower”), and the ADDITIONAL BORROWER OR BORROWERS that may become a party hereto (collectively and, together with Initial Borrower, the “Borrowers” and, individually, each, a “Borrower”), and SBA CMBS-1 DEPOSITOR LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

RECITALS

WHEREAS, SBA Senior Finance, Inc. (“SBA Finance”) entered into that certain Credit Agreement with Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners, General Electric Capital Corporation, as co-lead arranger and co-syndication agent, TD Securities (USA) Inc., as documentation agent, and Lehman Commercial Paper Inc., as administrative agent, and the lenders set forth therein (collectively, the “Existing Lenders”), dated as of January 30, 2004 (as amended through the date hereof, the “Existing Credit Agreement”), pursuant to the terms of which the Existing Lenders advanced certain funds (the “Existing Indebtedness”) to SBA Finance;

WHEREAS, SBA Communications Corporation, SBA Telecommunications Inc., SBA Finance and certain of its subsidiaries entered into that certain Amended and Restated Guarantee and Collateral Agreement, dated January 30, 2004 (the “Existing Guaranty”), in favor of Lehman Commercial Paper, Inc., as administrative agent under the Existing Credit Agreement;

WHEREAS, the Initial Borrower has (i) assumed the rights and obligations of SBA Finance under the Existing Credit Agreement and of SBA Towers, Inc. (“SBA Tower”) and Tampa Towers, Inc. (“Tampa Towers”) under the Existing Guaranty, in each case pursuant to an Assignment and Acceptance Agreement (the “Assumption Agreement”) dated as of November 18, 2005, among Lender, Initial Borrower, SBA Finance, SBA Towers and Tampa Towers and (ii) delivered mortgages, deeds of trust, and/or deeds to secure debt as additional security for the obligations under the Existing Credit Agreement;

WHEREAS, Lender has (i) succeeded to the rights and obligations of the Existing Lenders under the Existing Credit Agreement and the rights and obligations of SBA Towers and Tampa Towers under the Existing Guaranty, and (ii) has become the Administrative Agent and the sole lender thereunder, all pursuant to the terms of the Existing Credit Agreement (for the avoidance of doubt, there shall be no Administrative Agent under this Loan Agreement);

WHEREAS, the Initial Borrower and the Lender have agreed to (i) modify the terms and conditions of the Existing Indebtedness and the Existing Guaranty and (ii) provide for

an additional advance in an amount (the “Increased Indebtedness”) such that the Principal Amount of the Loan outstanding as of the Closing Date will be $405,000,000 pursuant to the terms hereof;

WHEREAS, to secure the additional obligations under the Increased Indebtedness, the Initial Borrower has agreed to deliver certain additional collateral to Lender pursuant to the terms hereof;

WHEREAS, the Borrower and the Lender have agreed to treat each Component as a separate loan for U.S. federal income tax purposes;

WHEREAS, the Borrowers and Lender intend these recitals to be a material part of this Loan Agreement; and

WHEREAS, all things necessary to make this Loan Agreement the valid and legally binding obligation of the Borrowers in accordance with its terms, for the uses and purposes herein set forth, have been done and performed.

NOW, THEREFORE, to evidence and secure the payment of the principal of, Yield Maintenance (if any) and interest on the indebtedness under the Existing Credit Agreement, the Increased Indebtedness and any Loan Increase and all other obligations, liabilities or sums due or to become due pursuant to the Loan Documents, the Initial Borrower and Lender have executed and delivered this Loan Agreement and the Initial Borrower and Lender by these presents and by the execution and delivery hereof do hereby irrevocably agree as follows:

The terms, covenants and provisions of the Existing Credit Agreement as herein modified, amended and restated are hereby modified, ratified and confirmed in all respects by the Initial Borrower and the terms, covenants and provisions of the Existing Credit Agreement are hereby modified, amended and restated so that henceforth, the terms, covenants and provisions of this Loan Agreement shall supersede the terms, covenants and provisions of the Existing Credit Agreement and the terms, covenants and provisions of the Existing Credit Agreement shall read the same as the following text:

NOW, THEREFORE, in consideration of the premises and the representations, warranties, agreements, provisions and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Initial Borrower and Lender agree as follows:

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ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms. The terms defined below are used in this Loan Agreement as so defined. Terms defined in the preamble and recitals to this Loan Agreement are used in this Loan Agreement as so defined.

“Acceptable Manager” means SBA Network Management, Inc. or another Manager, in each case, as provided in Section 5.11(C).

“Account Collateral” means all of the Borrowers’ right, title and interest in and to the Accounts, the Reserves, all monies and amounts which may from time to time be on deposit therein, all monies, checks, notes, instruments, documents, deposits, and credits from time to time in the possession of Lender representing or evidencing such Accounts and Reserves and all earnings and investments held therein and proceeds thereof.

“Accounts” means, collectively, the Deposit Account, the Central Account, the Sub-Accounts thereof, and any other accounts pledged to Lender pursuant to this Loan Agreement or any other Loan Document.

“Addition” has the meaning set forth in Section 11.7.

“Additional Borrower Site” and “Additional Borrower Sites” means, individually or collectively, any properties (including land and Improvements) and all related facilities that are owned or leased by an Additional Borrower.

“Additional Borrower” and “Additional Borrowers” means, individually or collectively, any additional borrower that becomes a party hereto pursuant to Section 2.3.

“Additional Closing Date” means the date on which any Additional Closing occurs.

“Additional Closing” means any funding of a Loan Increase pursuant to a Loan Agreement Supplement and the consummation of the other transactions contemplated by such Loan Agreement Supplement.

“Additional Site” and “Additional Sites” means, individually or collectively, any additional properties (including land and Improvements) and all related facilities that become owned or leased by a Borrower after, in the case of the Initial Borrower, the Closing Date, and, in the case of any other Borrower, the date on which such Borrower became a Borrower, in each case, in accordance with Section 11.7.

“Additional Trust Fund Expenses” has the meaning set forth in the Trust Agreement.

“Administrative Fees” has the meaning set forth in Section 2.10.

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“Advance Interest” has the meaning assigned thereto in the Trust Agreement.

“Advance Rents Reserve” has the meaning set forth in Section 6.4.

“Advance Rents Reserve Deposit” has the meaning set forth in the Cash Management Agreement.

“Advance Rents Reserve Sub-Account” has the meaning set forth in Section 6.4.

“Affiliate” means in relation to any Person, any other Person: (i) directly or indirectly controlling, controlled by, or under common control with, the first Person; (ii) directly or indirectly owning or holding fifty percent (50%) or more of the voting stock or other equity interest in the first Person; or (iii) fifty percent (50%) or more of whose voting stock or other equity interest is directly or indirectly owned or held by the first Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Where expressions such as “[name of party] or any Affiliate” are used, the same shall refer to the named party and any Affiliate of the named party. Further, the Affiliates of any Person that is an entity shall include all natural persons who are officers, agents, directors, members, partners, or employees of the entity Person.

“Allocated Loan Amount” means (a) for any Site, other than a Replacement Site prior to the first Allocated Loan Amount Determination Date following the date on which such Site became a Replacement Site, (i) during the period from and including the Closing Date to but excluding the first Allocated Loan Amount Determination Date following the Closing Date, the amount with respect to such Site set forth on Exhibit A and (ii) during the period from and including the first Allocated Loan Amount Determination Date following the Closing Date or any Allocated Loan Amount Determination Date thereafter to but excluding the next succeeding Allocated Loan Amount Determination Date, the amount with respect to such Site determined by the Lender for such period in accordance with Section 11.8 and (b) for any Replacement Site prior to the first Allocated Loan Amount Determination Date following the date on which such Site became a Replacement Site, an amount equal to the Allocated Loan Amount for the related Substituted Site or Substituted Sites.

“Allocated Loan Amount Determination Date” means any of the following dates: an Additional Closing Date, the date of any Addition or the date of any Release.

“Amended Deed of Trust” means an amendment to the Deed of Trust originally encumbering the Mortgaged Site for which an Amended Easement or an Amended Ground Lease has been executed, the effect of which is to add additional property (including land and improvements) to the existing Mortgage Site and to spread the lien of the existing Deed of Trust to encumber the existing Mortgaged Site and such additional property subject to the Amended Easement or Amended Ground Lease, as applicable.

“Amended Easement” has the meaning set forth in Section 5.22.

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“Amended Ground Lease” has the meaning set forth in Section 5.21.

“Amortization Period” means the period which shall commence (i) at such time as the Lender determines that as of the end of any calendar quarter the Debt Service Coverage Ratio fell below the Minimum DSCR for such calendar quarter and will continue to exist until the Lender determines that as the end of any calendar quarter the Debt Service Coverage Ratio exceeds the Minimum DSCR for such calendar quarter or (ii) on such Anticipated Repayment Date if any Component is not repaid in full on or prior to the Anticipated Repayment Date for such Component, and will continue to exist until such Component is repaid in full.

“Annual Advance Rents Reserve Deposit” has the meaning set forth in the Cash Management Agreement.

“Annualized Run Rate Net Cash Flow” means, for any Site as of any date of determination, the Annualized Run Rate Revenue for such Site as of such date (including site maintenance fees paid, license and easement fees and similar fees and revenues), less the sum, as of such date, of (i) current year annual real and personal property taxes (including payments in lieu of taxes), current year annual insurance expenses and ground lease payments, if applicable, annualized as of such date of determination with respect to such Site, and amounts payable to a Third Party Owner under a Site Management Agreement, if applicable, (ii) trailing twelve (12) month expenses in respect of such Site for maintenance (including maintenance capital expenditures, which for each Tower on a Site are assumed to be the per Tower average of the Maintenance Capital Expenditures during such period), utilities, licenses and permits (excluding portfolio support personnel), and (iii) a Management Fee equal to ten percent (10%) of the Annualized Run Rate Revenue for such Site. For purposes of clause (ii) of this definition, for any Additional Site or Additional Borrower Site, the calculation of the trailing twelve (12) month expenses shall be based on, at the time of, acquisition of such Site and through three (3) full calendar months thereafter, the applicable Borrower’s annual budgeted expenses in respect of such Site for maintenance (including maintenance capital expenditures, which for each Tower on a Site are assumed to be the per Tower average of the Maintenance Capital Expenditures during such period), utilities, licenses and permits (excluding portfolio support personnel), and following the third full calendar month following the acquisition of such Site and through the date that the Site ceases to be an Unseasoned Site, actual expenses in respect of such Site for maintenance (including maintenance capital expenditures, which for each Tower on a Site are assumed to be the per Tower average of the Maintenance Capital Expenditures during such period), utilities, licenses and permits (excluding portfolio support personnel) annualized based upon the number of full calendar months of ownership of such Site.

“Annualized Run Rate Revenue” means, at any point in time, the net annualized rent payable by Lessees for occupancy of a Site at such time.

“Anticipated Repayment Date” for each Component, has the meaning set forth in the Loan Agreement Supplement relating to such Component.

“Approved Accounting Firm” means any nationally recognized accounting firm, reasonably acceptable to Lender.

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“ARD Component Rate” for each Component, has the meaning set forth in the Loan Agreement Supplement relating to such Component

“Assignment of Management Agreement” means the Collateral Assignment of Management Agreement of even date herewith among the Initial Borrower, any Additional Borrower that becomes a party thereto, and the Manager, constituting an Assignment of the Management Agreement as Collateral for the Loan, as same may be amended or modified from time to time.

“Assumption Agreement” has the meaning set forth in the Recitals.

“Available Funds” has the meaning set forth in the Cash Management Agreement.

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

“Borrower” and “Borrowers” have the meanings set forth in the preamble; provided that, (i) following a Borrower Release, “Borrowers” will mean each of the Borrowers remaining as a party to the Loan Documents and “Borrower” will mean any of such remaining parties, and (ii) following the addition of an Additional Borrower as provided by Section 2.3, “Borrower” will include such Additional Borrower as a Borrower for all purposes hereunder.

“Borrower Party” and “Borrower Parties” means, individually or collectively, the Initial Borrower, any Additional Borrower, the Guarantor, and SBA Holdings.

“Borrower Party Secretary” has the meaning set forth in Section 3.1.

“Borrower Release” has the meaning set forth in Section 11.4(F).

“Business Day” means any day excluding (i) Saturday, (ii) Sunday, (iii) a legal holiday in the State of New York, the State of Florida, the state where the primary servicing office of the Servicer is located, or the state in which the corporate trust office of the Trustee is located, and (iv) any day on which banking institutions located in any such state are generally not open for the conduct of regular business.

“CapEx Budget” means the annual budget covering the planned Capital Expenditures for the period covered by such budget. The CapEx Budget shall not include Capital Expenditures consisting of discretionary expenditures made to acquire fee or easement interests with respect to any Ground Lease Site, one-time payments made to obtain long-term extensions of Ground Leases, or non-recurring expenditures made to enhance the operating revenues of a Site.

“Capital Expenditures” means expenditures for Capital Improvements.

“Capital Improvements” means capital improvements, repairs or alterations, fixtures, equipment and other capital items (whether paid in cash or property or accrued as

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liabilities) made by the Borrowers that, in conformity with GAAP, would not be included in the Borrowers’ annual financial statements as an operating expense.

“Cash Management Agreement” means the Cash Management Agreement of even date herewith among the Initial Borrower, any Additional Borrower that becomes a party thereto, Lender, Manager, and Central Account Bank.

“Cash Trap Condition” has the meaning set forth in Section 6.5.

“Cash Trap DSCR” means 1.30:1.

“Cash Trap Reserve” has the meaning set forth in Section 6.5.

“Central Account” and “Central Account Bank” have the meanings set forth in Section 7.1.

“Certificate” has the meaning set forth in the Trust Agreement.

“Claims” has the meaning set forth in Section 5.3.

“Closing” means the modification of the terms and conditions of the Existing Indebtedness and the funding of the Increased Indebtedness.

“Closing Date” means the date on which the Closing occurs.

“Collateral” means rights, interests, and property of every kind, real and personal, tangible and intangible, which is granted, pledged, liened, or encumbered as security for the Loan or any of the other Obligations including, without limitation, the Sites and the Account Collateral.

“Compliance Certificate” has the meaning set forth in Section 5.1.

“Component Principal Balance” means, for any Component on any date of determination, the outstanding principal amount of such Component. The initial Component Principal Balance for each Component will be specified in the Loan Agreement Supplement relating to such Component.

“Component Rate” means, for any Component, the rate per annum set forth in the Loan Agreement Supplement relating to such Component.

“Component” has the meaning set forth in Section 2.1(A).

“Condemnation Proceeds” means, collectively, the proceeds of any condemnation or taking pursuant to the exercise of the power of eminent domain or purchase in lieu thereof.

“Contingent Obligation”, as applied to any Person, means any direct or indirect liability, contingent or otherwise, of that Person: (A) with respect to any indebtedness, lease, dividend or other obligation of another if the primary purpose or intent of the Person incurring

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such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (B) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (C) under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect against fluctuations in interest rates; or (D) under any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect that Person against fluctuations in currency values. Contingent Obligations shall include (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making (other than the Loan), discounting with recourse or sale with recourse by such Person of the obligation of another, (ii) the obligation to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement, and (iii) any liability of such Person for the obligations of another through any agreement to purchase, repurchase or otherwise acquire such obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed.

“Contractual Obligation”, as applied to any Person, means any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject, other than the Loan Documents.

“Debt Service Coverage Ratio” or “DSCR” as of any date of determination is the Net Cash Flow for the Sites divided by the amount of interest, Servicing Fees and Trustee Fees that the Borrowers will be required to pay over the succeeding twelve (12) months on the Principal Amount of the Loan (excluding any Post-ARD Additional Interest or Value Reduction Accrued Interest), determined without giving effect to any reduction in interest due related to any Value Reduction Amount.

“Deeds of Trust” means, collectively, (i) the Deeds of Trust, Assignments, Security Agreements and Financing Statements, (ii) the Mortgages, Assignments, Security Agreements and Financing Statements, and (iii) the Deeds to Secure Debt, Assignments, Security Agreements and Financing Statements from the Borrowers, constituting Liens on the Mortgaged Sites as Collateral for the Loan as same have been, or may be, assigned, modified or amended from time to time.

“Default” means any breach or default under any of the Loan Documents, whether or not the same is an Event of Default, and also any condition or event that, after notice or lapse of time or both, would constitute an Event of Default if that condition or event were not cured or removed within any applicable grace or cure period.

“Deposit Account” has the meaning set forth in Section 7.1.

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“Deposit Account Agreement” has the meaning set forth in Section 7.1.

“Deposit Bank” has the meaning set forth in Section 7.1.

“Distribution Date” shall mean the fifteenth 15^th day of each calendar month or, if any such fifteenth 15^th day is not a Business Day, the next succeeding Business Day, beginning in January 2006.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Due Date” means each day that is four (4) Business Days prior to any Distribution Date.

“Easement” or “Easements” means, individually and collectively, the easement interests granted to the Initial Borrower by the owner of the applicable fee interest in the Sites described on Schedule 4.26 attached hereto; provided that, (i) following termination of an Easement, or the conversion of an Easement Site to a Ground Lease Site or an Owned Site pursuant to Section 5.22, “Easements” shall not include such Easement or the easement interest relating to such Easement Site, (ii) following a Substitution with respect to an Easement Site, “Easements” shall include the easement interest relating to the Replacement Site and shall exclude the easement interest relating to the Substituted Site, (iii) with respect to, or following, the addition of any Additional Site(s) and/or Additional Borrower Site(s), “Easements” shall include the easement interests relating to the Additional Site(s) and/or Additional Borrower Site(s) and (iv) following the conversion of any Ground Lease Site to an Easement Site pursuant to Section 5.21, “Easements” shall include the easement interest relating to any Site so converted.

“Easement Site” means each Site that is the subject of an Easement.

“Easement Default” has the meaning set forth in Section 4.26(D).

“Eligible Account” means a separate and identifiable account from all other funds held by the holding institution, which account is either (i) an account maintained with an Eligible Bank or (ii) a segregated trust account maintained by a corporate trust department of a federal depository institution or a state chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations § 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity or is otherwise acceptable to the Rating Agencies.

“Eligible Bank” means a bank that satisfies the Rating Criteria or, so long as Midland Loan Services, Inc. is the Servicer, PNC Bank, National Association.

“Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including any Multiemployer Plan) and (i) which is maintained for employees of any of the Borrowers or any ERISA Affiliate, (ii) which has at any time within the preceding six (6) years been maintained for the employees of any of the Borrowers or any

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current or former ERISA Affiliate or (iii) for which any of the Borrowers or any ERISA Affiliate has or may have any liability, including contingent liability.

“Environmental Indemnity” means the Environmental Indemnity of even date herewith among the Initial Borrower, Lender, and any Additional Borrower that becomes a party thereto, as same may be amended or modified from time to time.

“Environmental Laws” means all present and future local, state, federal or other governmental authority, statutes, ordinances, codes, orders, decrees, laws, rules or regulations pertaining to or imposing liability or standards of conduct concerning environmental regulation (including, without limitation, regulations concerning health and safety), contamination or clean-up or the handling, generation, release or storage of Hazardous Material affecting the Sites including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act, as amended, the Emergency Planning and Community Right-to-Know Act of 1986, as amended, the Hazardous Substances Transportation Act, as amended, the Solid Waste Disposal Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, the Toxic Substances Control Act, as amended, the Safe Drinking Water Act, as amended, the Occupational Safety and Health Act, as amended, any state superlien and environmental clean-up statutes and all regulations adopted in respect of the foregoing laws whether now or hereafter in effect, but excluding any local, state, federal, or other governmental historic preservation or similar laws relating to historical resources and historic preservation not related to (i) protection of health or the environment or (ii) Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, and all rules and regulations promulgated thereunder, as amended from time to time.

“ERISA Affiliate” means, in relation to any Person, any other Person under common control with the first Person, within the meaning of Section 4001(a)(14) of ERISA.

“Estoppel” has the meaning set forth in Section 4.25(A).

“Event of Default” has the meaning set forth in Section 8.1.

“Excess Cash Flow” means Available Funds remaining in the Central Account on any Due Date after allocations and/or distributions of all amounts required to be allocated or distributed pursuant to Section 3.3(a)(i)-(vi) of the Cash Management Agreement.

“Excess Interest” has the meaning set forth in Section 2.2.

“Exculpated Parties” has the meaning set forth in Section 12.2.

“Existing Credit Agreement” has the meaning set forth in the Recitals.

“Existing Indebtedness” has the meaning set forth in the Recitals.

“Existing Guaranty” has the meaning set forth in the Recitals.

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“Existing Lenders” has the meaning set forth in the Recitals.

“Extraordinary Expenses” means Capital Expenditures and Operating Expenses not set forth in either the annual CapEx Budget or the Operating Budget.

“Federal Obligations” means non-callable direct obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States of America or any agency or instrumentality thereof, provided that such obligations are backed by the full faith and credit of the United States of America as chosen by the Borrowers, subject to the approval of Lender.

“Financial Statements” means statements of operations and retained earnings, statements of cash flow and balance sheets.

“Financing Statements” means the Uniform Commercial Code Financing Statements naming the applicable Borrower Parties as debtor, and Lender as secured party, required under applicable state law to perfect the security interests created hereunder or under the other Loan Documents.

“Fitch” means Fitch Ratings, Inc.

“GAAP” means generally accepted accounting principles as set forth in Statement on Auditing Standards No. 69 entitled “The Meaning of Presenting Fairly in Conformity with Generally Accepted Accounting Principles in the Independent Auditor’s Report” issued by the Auditing Standards Board of the Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board to the extent such principles are applicable to the facts and circumstances as of the date of determination.

“Governmental Authority” means, with respect to any Person, any federal or state government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government, and any arbitration board or tribunal in each case having jurisdiction over such applicable Person or such Person’s property, and any stock exchange on which shares of capital stock of such Person are listed or admitted for trading.

“Governmental Leases” means Leases with any federal or state government or other political subdivision thereof for space on a Tower located on a Site, provided that such lease (by way of a lease, purchase order, request for proposal, or similar requisition system) does not contain any provision that would materially and adversely affect Lender’s Collateral or the priority of any Deed of Trust.

“Ground Lease Default” has the meaning set forth in Section 4.25(A)(iii).

“Ground Lease” and “Ground Leases” means, collectively or individually, the ground leases described on Schedule 4.25 attached hereto; provided that, (i) following termination of a Ground Lease, or the conversion of a Ground Lease Site to an Easement Site or an Owned Site pursuant to Section 5.21, “Ground Leases” shall not include such Ground Lease

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or the ground lease relating to such Ground Lease Site, (ii) following a Substitution with respect to a Ground Lease Site, “Ground Leases” shall include the ground lease relating to the Replacement Site and shall exclude the ground lease relating to the Substituted Site, (iii) with respect to, or following, the addition of any Additional Site(s) and/or Additional Borrower Site(s), “Ground Leases” shall also include all ground leases relating to the Additional Sites and/or Additional Borrower Sites and (iv) following the conversion of any Easement Site to a Ground Lease Site pursuant to Section 5.22, “Ground Leases” shall include the ground lease relating to any Site so converted.

“Ground Lease Site” means each Site that is the subject of a Ground Lease.

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

“Guarantor” means SBA CMBS-1 Guarantor LLC, a Delaware limited liability company, and its permitted successors and assigns.

“Guaranty” means collectively, the Environmental Indemnity, the Parent Guaranty and the Payment Guaranty.

“Hazardous Material” means all or any of the following: (A) substances, materials, compounds, wastes, products, emissions and vapors that are defined or listed in, regulated by, or otherwise classified pursuant to, any applicable Environmental Laws, including any so defined, listed, regulated or classified as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic substances”, “pollutants”, “contaminants”, or any other formulation intended to regulate, define, list or classify substances by reason of deleterious, harmful or dangerous properties; (B) waste oil, oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (C) any flammable substances or explosives or any radioactive materials; (D) asbestos in any form; (E) electrical or hydraulic equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (F) radon; (G) mold; or (H) urea formaldehyde, provided, however, such definition shall not include (i) cleaning materials and other substances commonly used in the ordinary course of the Borrowers’ business, which materials exist only in reasonable quantities and are stored, contained, transported, used, released, and disposed of in accordance with all applicable Environmental Laws, or (ii) cleaning materials and other substances commonly used in the ordinary course of the Borrowers’ tenant’s, or any of their respective agent’s, business, which materials exist only in reasonable quantities and are stored, contained, transported, used, released, and disposed of in accordance with all applicable Environmental Laws.

“Impositions” means (i) all real property taxes, and vault charges and all other taxes, levies, assessments and other similar charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of every kind and nature whatsoever (including any payments in lieu of taxes), which at any time prior to, at or after the execution hereof may be assessed, levied or imposed by, in each case, a governmental authority upon any of the Sites or the rents relating thereto or upon the ownership, use, occupancy or enjoyment thereof, and any interest, cost or penalties imposed by such governmental authority with respect to any of the

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foregoing and (ii) all rent and other amounts payable by the Borrowers for each of the Ground Leases and Easements. Impositions shall not include (x) any sales or use taxes payable by the Borrowers, (y) taxes payable by tenants or guests occupying any portions of the Sites, or (z) taxes or other charges payable by any Manager unless such taxes are being paid on behalf of the Borrowers.

“Impositions and Insurance Reserve” means the reserve established pursuant to Section 6.3.

“Improvements” means all buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements of every kind and nature now or hereafter located on the Sites and owned by the Borrowers.

“Increased Indebtedness” has the meaning set forth in the Recitals.

“Indebtedness” or “indebtedness”, means, for any Person, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit (unless secured in full by Dollars), or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests but not any preferred return or special dividend paid solely from, and to the extent of, excess cash flow after the payment of all operating expenses, capital improvements and debt service on all Indebtedness, (iv) all obligations under leases that constitute capital leases for which such Person is liable, and (v) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss, provided that reimbursement or indemnity obligations related to surety bonds incurred in the ordinary course of business and fully secured by cash collateral shall not be considered “Indebtedness” hereunder.

“Indemnified Liabilities” has the meaning set forth in Section 14.2.

“Indemnitees” has the meaning set forth in Section 14.2.

“Independent Director” means, with respect to any entity, an individual who shall not have been at the time of such individual’s appointment or at any time while serving as a director of such entity, and shall not have been at any time during the preceding five years (i) a director (other than as an independent director/member), officer, employee, partner, attorney or counsel or a stockholder having the beneficial ownership of more than [        ]% of the issued and outstanding equity interests of such entity or any of its Affiliates (except that such individual may be an independent director of any of its Affiliates) or a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (ii) a customer, creditor, manager, contractor, supplier or other Person who derives any of its purchases or revenues from its activities with such entity or any of its Affiliates (other than a company that provides professional independent directors and which also may provide other ancillary corporate, partnership, company or trust

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services to such entity or any of its Affiliates in the ordinary course of their business), (iii) a stockholder, creditor, manager, contractor, partner, customer, employee, officer, director, supplier of another entity controlling, directly or indirectly, or under common control with such entity or any of its Affiliates or (iv) a member of the immediate family of such an individual. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

“Initial Borrower” has the meaning set forth in the Recitals.

“Initial Purchasers” means Lehman Brothers Inc. and Deutsche Bank Securities, Inc.

“Insurance Policies” has the meaning set forth in Section 5.4.

“Insurance Premiums” means the annual insurance premiums for the insurance policies required to be maintained by the Borrowers with respect to the Sites under Section 5.4.

“Insurance Proceeds” means all of the proceeds received under the Insurance Policies.

“Interest Accrual Period” means, with respect to each Due Date, the period from and including the Distribution Date immediately preceding such Due Date to but excluding the Distribution Date immediately following such Due Date.

“Involuntary Borrower Bankruptcy” has the meaning set forth in Section 5.19.

“IRC” means the Internal Revenue Code of 1986, and any rule or regulation promulgated thereunder from time to time, in each case as amended from time to time.

“IRS” means the Internal Revenue Service or any successor thereto.

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

“Lease” means any lease, tenancy, license, assignment and/or other rental or occupancy agreement or other agreement or arrangement (including, without limitation, any and all guaranties of any of the foregoing) heretofore or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Sites or any portion thereof, including any extensions, renewals, modifications or amendments thereof, and including any ground lease where a Borrower is the landlord thereunder.

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“Lender” has the meaning set forth in the Recitals.

“Lien” means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, whether voluntary or involuntary, (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

“Liquidation Fees” has the meaning set forth in the Trust Agreement.

“Loan” has the meaning set forth in Section 2.1.

“Loan Agreement” means this Amended and Restated Loan and Security Agreement, as same may be amended, modified or restated from time to time (including all schedules, exhibits, annexes and appendices hereto).

“Loan Agreement Supplement” means a loan agreement supplement to this Loan Agreement to be executed by the Borrowers and the Lender which provides for certain terms for the Components and may, among other things, provide for a Loan Increase or an Addition as described therein.

“Loan Documents” means this Loan Agreement, the Notes, the Deeds of Trust, the Assignment of Management Agreement, the Payment Guaranty, the Parent Guaranty, the Pledge Agreement, the Environmental Indemnity, the Financing Statements, the Cash Management Agreement, and any and all other documents and agreements from the Borrowers, Guarantor, SBA Holdings, or Manager and accepted by Lender for the purposes of evidencing and/or securing the Loan.

“Loan Increase” means any increase in the outstanding principal amount of the Loan made pursuant to a Loan Agreement Supplement.

“Loss Proceeds” means, collectively, all Insurance Proceeds and all Condemnation Proceeds.

“Loss Proceeds Reserve Sub-Account” has the meaning set forth in the Cash Management Agreement.

“Maintenance Capital Expenditures” means Capital Expenditures made for the purpose of maintaining the Sites or complying with applicable laws, regulations, ordinances, statutes, codes, or rules applicable to the Sites, but shall exclude discretionary expenditures made to acquire fee or long-term easement interests with respect to, or a long term extension of the Ground Lease on, any Ground Lease Site and non-recurring expenditures made to enhance the operating revenues of a Site, but excluding Capital Expenditures set forth in the CapEx Budget.

“Managed Sites” means (i) following the addition of any Additional Site(s) and/or Additional Borrower Site(s), “Managed Sites” shall include any Additional Site(s) and/or Additional Borrower Site(s) that is not an Owned Site, Ground Lease Site or Easement Site and is subject to a Site Management Agreement and identified as “Managed Sites” in any related Loan Agreement Supplement, (ii) following an Other Pledged Site Substitution with respect to a

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Property that will be subject to a Site Management Agreement, “Managed Sites” shall include the Replacement Other Pledged Sites and shall exclude the Substituted Other Pledged Site and (iii) following termination of a Site Management Agreement pursuant to Section 5.9, “Managed Sites” shall mean each of the Sites that remain subject to a Site Management Agreement.

“Management Agreement” means the Management Agreement between the Initial Borrower, any Additional Borrower which becomes a party thereto, and SBA Network Management, Inc., as the Initial Manager, dated as of the date hereof, and any management agreement which may hereafter be entered into in accordance with the terms and conditions hereof, pursuant to which any subsequent Manager may hereafter manage one or more of the Sites.

“Management Fee” means the fees earned by the Manager pursuant to the terms of the Management Agreement.

“Manager” means SBA Network Management, Inc., as the Initial Manager or another Manager as provided in Section 5.11(c) which may hereafter be charged with management of one or more of the Sites in accordance with the terms and conditions hereof.

“Material Adverse Effect” means, as determined by Lender in its reasonable discretion, (A) a material adverse effect (which may include economic or political events) upon the business, operations, or condition (financial or otherwise) of SBA Holdings, the Borrowers and Guarantor (taken as a whole), or (B) the material impairment of the ability of SBA Holdings, Borrowers and Guarantor (taken as a whole) to perform their obligations under the Loan Documents (taken as a whole), or (C) the material impairment of the ability of Lender to enforce or collect the Obligations under the Loan Documents as such Obligations become due, or (D) a material adverse effect on the use, value or operation of the Sites as a whole as Collateral for the Loan, provided, however that if five percent (5%) or more of the Operating Revenues derived from the Sites taken as a whole are materially and adversely affected, then a Material Adverse Effect shall be deemed to exist. In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event does not of itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then occurring events and existing conditions would result in a Material Adverse Effect.

“Material Agreement” means any Site Management Agreements and any written contract or agreement, or series of related agreements, by the Borrowers relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Sites under which there is an obligation of the Borrowers, in the aggregate, to pay, or under which the Borrowers receive in compensation, more than $250,000 per annum, excluding (i) the Management Agreement, (ii) the Leases and (iii) any agreement which is terminable by the Borrowers on not more than sixty (60) days’ prior written notice without any fee or penalty.

“Material Lease” means any written Lease, or a series of Leases which provide for specified equipment and a uniform rental rate, by a Borrower of space at one or more of the Sites which (i)(a) provides for annual rent or other payments in an amount equal to or greater

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than $250,000, and (b) may not be cancelled by a Borrower on thirty (30) days’ notice without payment of a termination fee, penalty or other cancellation fee, (ii) obligates the Borrower to make any improvements to the Sites either directly or through cash allowances (including, without limitation, free rent, tenant improvement allowances, or landlord’s construction work) to the applicable tenant in excess of $200,000 per Site, or (iii) is a ground lease where the Borrower is the landlord under such ground lease.

“Maturity Date” for each Component has the meaning set forth in the Loan Agreement Supplement relating to such Component. The “Maturity Date” for each Note is the date set forth on such Note, as amended, modified or restated, on which the final payment of principal of such Note becomes due and payable as provided herein, whether at such stated Maturity Date, by acceleration, or otherwise.

“Maximum Rate” has the meaning set forth in Section 2.2.

“Minimum DSCR” means 1.15:1.

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

“Mortgages” means the mortgages, deeds of trust and deeds to secure debt creating first priority mortgage liens on the Borrowers’ interests (fee, leasehold or easement) in the Mortgaged Sites.

“Mortgaged Sites” and “Mortgaged Site” means, collectively, or individually, the properties (including land and Improvements) described in Exhibit C, and all related facilities, owned or leased by the Initial Borrower and which shall be encumbered by and are more particularly described in the respective Deeds of Trust; provided that, (i) following a Release of a Mortgaged Site, “Mortgaged Sites” shall not include such Mortgaged Site, (ii) following a Substitution with respect to a Mortgaged Site, “Mortgaged Sites” shall include the Replacement Site and shall exclude the Substituted Site and, (iii) with respect to, or following, the addition of any Additional Site(s) and/or Additional Borrower Site(s), “Mortgaged Sites” shall include all such Sites required to be encumbered by a Deed of Trust pursuant to the Loan Agreement Supplement relating to such Additional Sites or Additional Borrower Sites.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 3(37) or Section 4001(a)(3) of ERISA to which any of the Borrowers or any Affiliate is making, or is accruing an obligation to make, contributions or has made, or been obligated to make, contributions within the preceding six (6) years, or for which any of the Borrowers or any Affiliate has or may have any liability, including contingent liability.

“Net Cash Flow” for the Sites is four times the excess of the Net Operating Income for the trailing three-month period ended as of the most recently ended calendar month for which the Borrowers have been required to deliver Financial Statements to the Lender pursuant to Section 5.1(A)(iv) over the Management Fee payable for such period; provided that for any period during the first three (3) full calendar months following acquisition of an Additional Site or the addition of an Additional Borrower Site, Net Cash Flow for the Sites

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relating to such Additional Sites or Additional Borrower Sites shall be calculated as the Annualized Run Rate Net Cash Flow of such Sites.

“Net Operating Income” or “NOI” means, for any period, the amount by which Operating Revenues exceed Operating Expenses (excluding Management Fees, interest, income taxes, depreciation, accretion and amortization).

“Notes” has the meaning set forth in Section 2.1.

“Obligations” means the Loan and all obligations, liabilities and indebtedness of every nature to be paid or performed by the Borrowers under the Loan Documents, including the Principal Amount of the Loan, interest accrued thereon and all fees, costs and expenses, and other sums now or hereafter owing, due or payable and whether before or after the filing of a proceeding under the Bankruptcy Code by or against any of the Borrowers, and the performance of all other terms, conditions and covenants under the Loan Documents.

“Officer’s Certificate” means a certificate delivered to Lender by a Borrower or the Manager, as applicable, which is signed on behalf of such Borrower or the Manager by an authorized officer of such Borrower or the Manager which states that the items set forth in such certificate are true, accurate and complete in all material respects.

“Operating Budget” means, for any period, the Borrowers’ budget setting forth the Borrowers’ best estimate, after due consideration, of all Operating Expenses and any other expenses for the Sites for such period, as same may be amended pursuant to Section 5.1(D) hereof.

“Operating Expenses” means, for any period, without duplication, all direct costs and expenses of operating and maintaining the Sites (including Management Fees) determined in accordance with GAAP and all Maintenance Capital Expenditures related to the Sites excluding (i) the cost of portfolio support personnel provided by the Manager to perform site visits, (ii) the impact on rent expense of accounting for ground and other site leases with fixed escalators on a straight-line basis as required under SFAS 13 and (iii) the impact of amortization of lease origination cost. Operating Expenses do not include discretionary capital expenditures made to acquire a fee interest or a long-term easement in a Ground Lease Site, expenditures to obtain long term extensions of ground leases or expenditures to otherwise enhance the Operating Revenues of a Site.

“Operating Revenues” means, for any period, all revenues of the Borrowers from operation of the Sites or otherwise arising in respect of the Sites that are properly allocable to the Sites for such period in accordance with GAAP, including, without limitation, all revenues from the leasing, subleasing, licensing, concessions or other grant of the right of the possession, use or occupancy of all or any portion of the Sites or personalty located thereon, or rendering of service by the Borrowers, proceeds from rental or business interruption insurance relating to business interruption or loss of income for the period in question and any other items of revenue which would be included in operating revenues under GAAP; excluding the impact on revenues of accounting for leases with fixed escalators on a straight-line basis as required under SFAS No. 13, proceeds from abatements, reductions or refunds of real estate or personal property taxes

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relating to the Sites, dividends on insurance policies relating to the Sites, condemnation proceeds arising from a temporary taking of all or a part of any Sites, security and other deposits until they are forfeited by the depositor, advance rentals until they are earned, proceeds from a sale, financing or other disposition of the Sites or any part thereof or interest therein and other non-recurring revenues as determined by Lender, insurance proceeds (other than proceeds from rental or business interruption insurance), other condemnation proceeds, capital contributions or loans to the Borrowers and disbursements to the Borrowers from the Reserves.

“Other Advance Rents Reserve Deposit” has the meaning set forth in the Cash Management Agreement.

“Other Company Collateral” has the meaning set forth in Section 10.1.

“Other Pledged Site Substitution” has the meaning set forth in Section 11.6.

“Other Pledged Sites” means, collectively, the properties (including land and Improvements) described in Exhibit D, and all related facilities, owned or leased by the Initial Borrower; provided that, following (x) an Other Pledged Site Substitution, “Other Pledged Sites” shall include the Replacement Other Pledged Site and shall exclude the Substituted Other Pledged Site, and (y) the addition of any Additional Sites or Additional Borrower Sites, “Other Pledged Sites” shall include all Additional Sites and Additional Borrower Sites that are not Mortgaged Sites pursuant to the Loan Agreement Supplement relating to such Additional Sites or Additional Borrower Sites, including any such Sites which any Borrower manages on behalf of a Third Party Owner pursuant to a Site Management Agreement.

“Other Rents Reserve Deposit” has the meaning set forth in the Cash Management Agreement.

“Other Title Policies” means the ALTA policies of title insurance pertaining to the Other Pledged Sites issued by the Title Company to the Borrowers.

“Owned Sites” and “Owned Site” means, collectively or individually all real estate owned, in fee by the Borrowers, including, following the addition of an Additional Site or Additional Borrower Site, any such Additional Site or Additional Borrower Site owned in fee, and any Easement Site or Ground Lease Site a fee interest in which is acquired by a Borrower, in each case, together with any fixtures and appurtenances thereon.

“Parent Guaranty” means the Parent Guaranty of even date herewith, from SBA Holdings to Lender, as same may be amended or modified from time to time.

“Payment Guaranty” means the Payment Guaranty of even date herewith, from Guarantor to Lender, as same may be amended or modified from time to time.

“Permitted Encumbrances” means, collectively, (i) the Deeds of Trust and the other Liens of the Loan Documents in favor of Lender, (ii) the items shown in Schedule B to the Title Policies as of Closing, (iii) Liens for Impositions not yet due and payable or Liens arising after the date hereof which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted in accordance with Section 5.3(B); (iv) statutory

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Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens arising by operation of law, which are incurred in the ordinary course of business and discharged by the Borrowers by payment, bonding or otherwise within forty-five (45) days after the filing thereof or which are being contested in good faith in accordance with Section 5.3(B); (v) Liens arising from reasonable and customary purchase money financing of personal property and equipment leasing to the extent the same are created in the ordinary course of business in accordance with Section 5.14(B); (vi) all easements, rights-of-way, restrictions and other similar charges or non-monetary encumbrances against real property which do not have a Material Adverse Effect; and (vii) Liens on cash collateral accounts to secure reimbursement or indemnity obligations related to surety bonds obtained in the ordinary course of business.

“Permitted Indebtedness” has the meaning set forth in Section 5.14.

“Permitted Investments” has the meaning set forth in the Cash Management Agreement.

“Permitted Ownership Interest Transfers” has the meaning set forth in Section 11.2.

“Person” means and includes natural persons, corporations, limited liability companies, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof and their respective permitted successors and assigns (or in the case of a governmental Person, the successor functional equivalent of such Person).

“Pledge Agreement” means, collectively, that certain Pledge and Security Agreement delivered by Guarantor and that certain Pledge and Security Agreement delivered by SBA Holdings, each dated as of the date hereof and given for the benefit of Lender.

“Post-ARD Additional Interest” has the meaning set forth in Section 2.4(A)(ii).

“Pre-Existing Condition” has the meaning set forth in Section 5.5.

“Property” has the meaning set forth in Section 9.1.

“Principal Amount” means, with respect to the Loan, the aggregate Component Principal Balance of all Components of the Loan, and with respect to any Component, the principal amount of such Component, in each case as such amount may be reduced from time to time pursuant to the terms of this Loan Agreement, the Notes or the other Loan Documents.

“Quarterly Advance Rents Reserve Deposit” has the meaning set forth in the Cash Management Agreement.

“Rating Agency” means Moody’s or Fitch. If any such rating agency or any successor fails to remain in existence, “Rating Agency” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to the other parties hereto, and specific

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ratings of Fitch or Moody’s herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

“Rating Agency Confirmation” means, with respect to the transaction or matter in question, each Rating Agency shall have confirmed in writing that such transaction or matter shall not result in a downgrade, qualification, or withdrawal of the then current rating for any certificate or other securities issued in connection with any Securitization (or the placing of such certificate or other security on negative credit watch or ratings outlook in contemplation of any such action with respect thereto).

“Rating Criteria” with respect to any Person, means that (i) the short-term unsecured debt obligations of such Person are rated at least “P-1” by Moody’s and “F-1” by Fitch, if deposits are held by such Person for a period of less than one month, or (ii) the long-term unsecured debt obligations of such Person are rated at least “Aa2” by Moody’s and “A” by Fitch, if deposits are held by such Person for a period of one month or more.

“Receipts” means all revenues, receipts and other payments to the Borrowers of every kind arising from ownership, operation or management of the Sites, including without limitation, all warrants, stock options, or equity interests in any Tenant, licensee or other Person occupying space at, or providing services related to or for the benefit of, the Sites received by the Borrowers or any Related Person in lieu of rent or other payment, but excluding, (i) any amounts received by the Borrowers and required to be paid to any Person that is not a Related Person as management fees, brokerage fees, fees payable to the owner of a Managed Site or similar fees or reimbursements, (ii) any other amounts received by the Borrowers or any Related Person that constitute the property of a Person other than a Borrower (including, without limitation, all revenues, receipts and other payments arising from the ownership, operation or management of properties by Affiliates of the Borrower), and (iii) security deposits received under a Lease, unless and until such security deposits are applied to the payment of amounts due under such Lease.

“Register” has the meaning set forth in Section 14.12.

“Register Agent” has the meaning set forth in Section 14.12.

“Related Party” has the meaning set forth in Section 9.1.

“Related Person” means any Person in which a Borrower, SBA Holdings or the Guarantor holds, directly or indirectly, greater than a ten percent (10%) equity interest.

“Release” means the release of a Site from the applicable Loan Documents in accordance with Section 11.4.

“Release Price” means an amount equal to the greater of (x) one hundred twenty-five percent (125%) of the Allocated Loan Amount of the applicable Site and (y) such amount as shall result in the Debt Service Coverage Ratio following the proposed Release being equal to or greater than the Debt Service Coverage Ratio as in effect immediately prior to the Release.

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“Released Site” means a Site that has been released from the applicable Loan Documents in accordance with Section 11.4.

“Rent Roll” has the meaning set forth in Section 3.1.

“Rents” has the meaning set forth in the Deeds of Trust.

“Replacement Other Pledged Site” and “Replacement Other Pledged Sites” have the meanings set forth in Section 11.6.

“Replacement Other Pledged Site” and “Replacement Other Pledged Sites” have the meanings set forth in Section 11.6.

“Replacement Site” and “Replacement Sites” have the meanings set forth in Section 11.5.

“Reserve Sub-Accounts” has the meaning set forth in Section 7.1.

“Reserves” means the Imposition and Insurance Reserve, the Advance Rents Reserve, the Cash Trap Reserve and any other reserves held by or on behalf of Lender pursuant to this Loan Agreement or the other Loan Documents.

“Responsible Officer” means a chief executive officer, president or chief financial officer (or other individual performing the functions of any of the foregoing of such person).

“Restoration” has the meaning set forth in Section 5.5.

“SBA Finance” has the meaning set forth in the Recitals.

“SBA Holdings” means SBA CMBS-1 Holdings, LLC, a Delaware limited liability company, and its successors and assigns.

“SBA Parent” has the meaning set forth in Section 5.1.

“SBA Properties” has the meaning set forth in the Recitals.

“Scheduled Defeasance Payments” means payments on or prior to, but as close as possible to (i) each Due Date after the date of defeasance and through and including the first Due Date that is less than nine months prior to the Anticipated Repayment Date for each Component in amounts equal to the scheduled payments due on such dates under the Loan Documents, including payment of any Workout Fees due under the Trust Agreement and (ii) the first Due Date that is less than nine months prior to the Anticipated Repayment Date for each Component of the Loan in an amount equal to the Principal Amount of the Loan and accrued interest thereon, including payment of any Workout Fees due under the Trust Agreement.

“SEC” has the meaning set forth in Section 5.1.

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“Securitization” means an offering of securities rated by the Rating Agencies representing direct or indirect interests in the Loan or the right to receive income therefrom.

“Security Agreement” has the meaning set forth in Section 11.3.

“Semi-Annual Advance Rents Reserve Deposit” has the meaning set forth in the Cash Management Agreement.

“Servicer” means a Person selected by Lender from time to time in its sole discretion to service the Loan.

“SFASB” means Statement of Financial Accounting Standards 13 published by the Financial Accounting Standards Board.

“Site Management Agreement” means any lease (other than a Ground Lease), management agreement, or similar agreement pursuant to which a Borrower is authorized to sublease or otherwise broker space at a Managed Site.

“Sites” means, collectively, the Mortgaged Sites and the Other Pledged Sites.

“SNDA” has the meaning set forth in Section 5.10.

“Special Servicing Period” has the meaning set forth in the Trust Agreement.

“Sub-Accounts” has the meaning set forth in Section 7.1.

“Substituted Other Pledged Site” has the meaning set forth in Section 11.6.

“Substituted Site” has the meaning set forth in Section 11.5.

“Substitution” has the meaning set forth in Section 11.5.

“Successor Borrowers” has the meaning set forth in Section 11.3.

“Supplemental Financial Information” means (i) commencing with the one year anniversary of the Closing Date, a comparison of budgeted expenses and the actual expenses for the prior calendar year or corresponding calendar quarter for such prior year, and (ii) such other financial reports as the subject entity shall routinely and regularly prepare as requested by Lender.

“Tax Liabilities” has the meaning set forth in Section 2.8.

“Tenant” means a tenant or licensee under a Lease.

“Third Party Owner” means a third party with which a Borrower has entered into a lease, management or similar agreement with respect to a Site.

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“Title Company” means Stewart Title Insurance Company, a New York corporation, and such other national title insurance company as may be reasonably acceptable to Lender.

“Title Policies” means the ALTA mortgagee policies of title insurance pertaining to the Deeds of Trust on the Mortgaged Sites issued by the Title Company to Lender.

“Tower” and “Towers” means collectively, or individually, any wireless communications towers owned, leased or managed (or to be owned, leased or managed) by a Borrower, including any rooftop or other sites owned, leased or managed by a Borrower, together with any real estate, fixtures and appurtenances that accompany the towers, rooftops or other sites that may be added as Additional Site(s) and/or Additional Borrower Site(s).

“Transfer” has the meaning set forth in Section 11.2.

“Trust Agreement” means the Trust and Servicing Agreement dated as of even date hereof, between Lender, as depositor, LaSalle Bank National Association, as trustee, ABN AMRO Bank N.V., as fiscal agent, and Midland Loan Services, Inc., as servicer.

“Trustee” means the trustee of the trust established to hold the Loan in connection with the Securitization.

“UCC” means the Uniform Commercial Code in effect in each State in which any of the Collateral or Other Company Collateral may be located from time to time.

“Unseasoned Site” means any Site that has been owned by the Borrowers, or any of them, for less than twelve (12) full calendar months.

“Value Reduction Accrued Interest” has the meaning set forth in Section 2.4(A)(iii).

“Value Reduction Amount” has the meaning set forth in the Trust Agreement.

“Variable Funding Series” has the meaning set forth in the Trust Agreement.

“Waiving Party” has the meaning set forth in Section 13.1.

“Workout Fees” has the meaning set forth in the Trust Agreement.

“Yield Maintenance” has the meaning set forth in Section 2.6(B).

Section 1.2 Accounting Terms. For purposes of this Loan Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to such terms in conformity with GAAP.

Section 1.3 Other Definitional Provisions. References to “Articles”, “Sections”, “Subsections”, “Exhibits” and “Schedules” shall be to Articles, Sections, Subsections, Exhibits and Schedules, respectively, of this Loan Agreement unless otherwise

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specifically provided. Any of the terms defined in Section 1.1 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. In this Loan Agreement, “hereof”, “herein”, “hereto”, “hereunder” and the like mean and refer to this Loan Agreement as a whole and not merely to the specific article, section, subsection, paragraph or clause in which the respective word appears; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; and any reference to any statute or regulation may include any amendments of same and any successor statutes and regulations. Further, (i) any reference to any agreement or other document may include subsequent amendments, assignments, and other modifications thereto, and (ii) any reference to any Person may include such Person’s respective permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons.

ARTICLE II

TERMS OF THE LOAN

Section 2.1 Loan.

(A) Amendment and Restatement; Loan. The Existing Credit Agreement is hereby amended and restated in its entirety in accordance with the terms of this Loan Agreement. Subject to the terms and conditions of this Loan Agreement and in reliance upon the representations and warranties of the Initial Borrower contained herein, Lender and the Initial Borrower agree to combine the Existing Indebtedness and the Increased Indebtedness so that such Indebtedness shall consist of separate components (each, a “Component”) with a combined initial principal amount of $405,000,000 which Components shall initially include: (i) a Component in an original principal amount equal to $238,580,000 (“Component 2005-1A”); (ii) a Component in an original principal amount equal to $48,320,000 (“Component 2005-1B”); (iii) a Component in an original principal amount equal to $48,320,000 (“Component 2005-1C”); (iv) a Component in an original principal amount equal to $48,320,000 (“Component 2005-1D”) and (v) a Component in an original principal amount equal to $21,460,000 (“Component 2005-1E”). Such Components (each being treated as a separate loan for U.S. federal income tax purposes) and the obligation of the Borrower to repay such Components together with all interest and other amounts from time to time owing hereunder, may be referred to collectively herein as the “Loan.” The designation and original principal amount of any additional Component will be as provided for in the Loan Agreement Supplement relating to such Component.

(B) Notes. On the Closing Date, the Initial Borrower shall execute and deliver to Lender five Promissory Notes, dated of even date herewith (as amended, modified or restated, together with any additional Notes executed pursuant to a Loan Increase, by the Initial Borrower and any Additional Borrower, and any replacement or substitute notes therefor, by means of multiple notes or otherwise, collectively, the “Notes”), made by the Initial Borrower to the order of Lender, which shall initially include: a Note in the initial principal amount equal to $238,580,000 (“Note 2005-1A”), a Note in the initial principal amount equal to $48,320,000 (“Note 2005-1B”), a Note in the initial principal amount equal to $48,320,000

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(“Note 2005-1C”), a Note in the initial principal amount equal to $48,320,000 (“Note 2005-1D”), and a Note in the initial principal amount equal to $21,460,000 (“Note 2005-1E”). On any Additional Closing Date, the Borrowers shall execute and deliver to Lender additional Notes, one corresponding to each Component provided for in the Loan Agreement Supplement relating to such Additional Closing Date, and having an initial principal amount and Maturity Date provided for therein.

(C) Use of Proceeds. The proceeds of the Components funded at the Closing shall be used to (i) acquire the Existing Credit Agreement from the Existing Lenders; (ii) pay all recording fees and taxes, title insurance premiums, the reasonable out-of-pocket costs and expenses incurred by Lender, including reasonable legal fees and expenses of counsel to Lender, and other costs and expenses approved by Lender (which approval will not be unreasonably withheld) related to the Components; (iii) establish the Reserves required hereunder; and (iv) pay all fees and expenses incurred by the Initial Borrower and to make a cash distribution to the Guarantor. The Guarantor shall distribute the amount received by it from the Depositor to SBA Holdings and SBA Holdings shall distribute that amount to SBA Finance who may distribute or contribute it to any of its Affiliates for any purpose. The proceeds of the Components funded on any Additional Closing Date shall be used for the purposes provided in the applicable Loan Agreement Supplement.

Section 2.2 Interest.

(A) Rate of Interest. The outstanding principal balance of each Component of the Loan shall bear interest for each Interest Accrual Period at a rate per annum equal to the lesser of (i) the Component Rate, or following the Anticipated Repayment Date for such Component, the ARD Component Rate, as applicable, for such Component and (ii) the Maximum Rate.

(B) Computation of Interest. Interest on each Component of the Loan and all other Obligations owing to Lender shall be computed on the basis of a 360-day year consisting of twelve (12) thirty (30) day months, and shall be charged for the actual number of days elapsed during any partial thirty (30) day month, in each case, except to the extent provided in any Loan Agreement Supplement. Interest shall be payable in arrears (except with respect to the number of days from the Due Date in any Interest Accrual Period to the last day of such Interest Accrual Period as to which interest shall be payable in advance, if any).

(C) Interest Laws. Notwithstanding any provision to the contrary contained in this Loan Agreement or the other Loan Documents, the Borrowers shall not be required to pay, and Lender shall not be permitted to collect, any amount of interest in excess of the maximum amount of interest permitted by law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for in this Loan Agreement or in any of the other Loan Documents, then in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrowers shall not be obligated to pay any Excess Interest; (3) any Excess Interest that Lender may have received hereunder shall be, at Lender’s option, (a) applied as a credit against either or both of the outstanding principal balance of the Loan or accrued and unpaid interest thereunder (not to exceed the maximum amount permitted by law), (b) refunded to the payor thereof, or (c) any combination of the foregoing;

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(4) the interest rate(s) provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable law (the “Maximum Rate”), and this Loan Agreement and the other Loan Documents shall be deemed to have been and shall be, reformed and modified to reflect such reduction; and (5) the Borrowers shall not have any action against Lender for any damages arising out of the payment or collection of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any Obligation is calculated at the Maximum Rate rather than the applicable rate under this Loan Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on such Obligations shall, to the extent permitted by law, remain at the Maximum Rate until Lender shall have received or accrued the amount of interest which Lender would have received or accrued during such period on Obligations had the rate of interest not been limited to the Maximum Rate during such period.

Section 2.3 Additional Borrowers. Subject to the satisfaction of the conditions set forth below, the Borrowers may elect, pursuant to a Loan Agreement Supplement, other newly executed Loan Documents and/or modifications, amendments or supplements to then Existing Loan Documents (in each case, reasonably acceptable to Lender) to cause one or more direct or indirect wholly-owned subsidiaries of the Guarantor to assume and become jointly and severally obligated under the Notes and the Loan Documents for repayment of the Loan, to add the Additional Borrower Sites of such Additional Borrower in accordance with Section 11.7, and to pledge the Other Company Collateral of such Additional Borrower. Upon such election and satisfaction of such conditions, (i) Schedule 1 shall be amended to include such Additional Borrowers as are designated to become “Borrowers” hereunder; and (ii) all references to the Borrowers hereunder shall include all of the Additional Borrowers identified on such amended Schedule 1. Any election to add an Additional Borrower shall be subject to the satisfaction of the following conditions precedent:

(A) No Event of Default or Amortization Period is then continuing;

(B) No event or condition has occurred or exists that, with the giving or notice or passage of time, would give rise to an Event of Default;

(C) If a Special Servicing Period is then in effect, Servicer consent has been obtained;

(D) Such Additional Borrower must be a direct or indirect wholly-owned subsidiary of the Guarantor;

(E) The Guarantor shall have pledged 100% of the equity of such Additional Borrower, or, if such Additional Borrower is not a direct subsidiary of the Guarantor, of the direct parent of such Additional Borrower, pursuant to the Pledge Agreement to secure its obligations pursuant to the Payment Guaranty and, if such Additional Borrower is not a direct subsidiary of the Guarantor, the direct parent of such Additional Borrower shall have pledged 100% of the equity of such Additional Borrower in support of its obligation to guarantee the Loan, by executing a pledge and a guaranty substantially in the form of the Payment Guaranty and the Pledge Agreement, subject to the Lender’s reasonable approval);

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(F) On or prior to the date of such election, the Borrowers shall deliver to the Lender an opinion or opinions of counsel reasonably satisfactory to the Lender stating (i) that the addition of such Additional Borrower will not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under section 1001 of the IRC and (ii) the Loan Increase, if any, will not create a taxable event, for U.S. Federal income tax purposes, to any holder of a Certificate;

(G) On or prior to the date of such election, the Borrowers shall deliver to the Lender an opinion of counsel reasonably satisfactory to Lender concerning the substantive non-consolidation of such Additional Borrower, in a form reasonably satisfactory to Lender, provided that an opinion in the form of the substantive non-consolidation opinion delivered to the Lender on the Closing Date with regards to the Initial Borrower pursuant to Section 3.1(E)(iv) shall be satisfactory to Lender;

(H) Such Additional Borrower shall have represented and warranted to the Lender, in the Loan Agreement Supplement, as to itself, the representations and warranties set forth in Article IV (other than Section 4.30) as of the date of such election;

(I) Such Additional Borrower shall have represented and warranted to the Lender, in the Loan Agreement Supplement, as to itself, the representations and warranties set forth in Section 9.1;

(J) On or prior to the date of such election, the conditions with respect to the Addition of the Additional Borrower Sites of such Additional Borrower set forth in Section 11.7 shall have been satisfied; and

(K) On or prior to the date of such election, the organizational documents of such Additional Borrower shall contain provisions that limit the purposes of such Additional Borrower in a manner that is consistent with the provisions governing the purposes of the Initial Borrower set forth in the organizational documents of the Initial Borrower on the Closing Date.

Section 2.4 Payments.

(A) Payments of Interest and Principal. The Borrowers shall make payments of interest and principal on the Notes as follows:

(i) On each Due Date commencing with the first Due Date, and on each Due Date thereafter through and including the Maturity Date for any Component then outstanding (except as modified by clause (ii) of this Section 2.4(A)), the Borrowers shall make (a) first, payment of all Administrative Fees then due and owing under the Loan Documents, (b) second, a payment of interest at the applicable Component Rate on each Component for the Interest Accrual Period ending immediately following such Due Date, and (c) third, a payment of principal on the Loan, if any, each of which shall be paid in accordance with Section 3.3(a) of the Cash Management Agreement. Notwithstanding the foregoing, during the continuance of an Event of Default, payments shall be applied to the Obligations in accordance with Section 3.3(e) of the Cash Management Agreement.

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(ii) Commencing on the first Due Date after the commencement of an Amortization Period, and on each Due Date during such Amortization Period, 100% of Excess Cash Flow on such Due Date shall be due. Until paid as provided for in Section 3.3 of the Cash Management Agreement, payment of interest accruing in an amount equal to the excess of (x) the applicable ARD Component Rate for each Component over (y) the applicable Component Rate for such Component, shall be deferred (the “Post-ARD Additional Interest”). Post-ARD Additional Interest shall not bear interest.

(iii) If a Value Reduction Amount is determined to exist in accordance with the Trust Agreement, commencing on the first Due Date after such Value Reduction Amount is in effect, the interest due on any Component shall be the amount of interest for such Component calculated pursuant to clause (A) above deeming the Component Principal Balance to be reduced by an amount equal to the Value Reduction Amount for such Component, applying the Value Reduction Amount to the principal amounts of the Components in inverse order of alphabetical designation, and applied pro rata to each Component of the same alphabetical designation, based on the Component Principal Balance. Until paid as provided for in Section 3.3 of the Cash Management Agreement, interest accrued and not paid as a consequence of a Value Reduction Amount shall be deferred and, on each Due Date, shall be added to any interest previously deferred pursuant to this sentence and remaining unpaid (“Value Reduction Accrued Interest”). Value Reduction Accrued Interest shall not bear interest.

(B) Date and Time of Payment. Two (2) Business Days prior to the applicable Due Date, Lender shall provide a statement of principal and interest required to be paid on such Due Date. The Borrowers shall receive credit for payments on the Loan which are transferred to the account of Lender as provided below (i) on the day that such funds are received by Lender if such receipt occurs by 2:00 p.m. (New York time) on such day, or (ii) on the next succeeding Business Day after such funds are received by Lender if such receipt occurs after 2:00 p.m. (New York time). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be made on the next succeeding Business Day.

(C) Manner of Payment; Application of Payments. The Borrowers promise to pay all of the Obligations relating to the Loan as such amounts become due or are declared due pursuant to the terms of this Loan Agreement. All payments by the Borrowers on the Loan shall be made without deduction, defense, set off or counterclaim and in immediately available funds delivered to Lender by wire transfer to such accounts at such banks as Lender may from time to time designate. Payment shall be made in accordance with Section 3.3(a) of the Cash Management Agreement and, to the extent sufficient funds are contained in the Central Account, or an Account or Sub-Account thereof, to make the required monthly payments on such Due Date, the Borrowers shall be deemed to have satisfied its obligation to make such payments. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, payments shall be applied to the Obligations in such order as the Lender shall determine in its sole and absolute discretion, provided that, if amounts are applied to pay interest or principal of the Loan, such payments shall be made in the priority provided in items (iii) and (ix) through (xi) of Section 3.3(a) of the Cash Management Agreement.

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Section 2.5 Maturity.

(A) Maturity Date. To the extent not sooner due and payable in accordance with the Loan Documents, the then outstanding principal balance of each Note and all accrued and unpaid interest thereon (and including interest through the end of the Interest Accrual Period then in effect), shall be due and payable on the Maturity Date for such Note.

Section 2.6 Prepayment.

(A) Manner of Prepayment. The Borrowers may prepay the Loan in whole or in part on any date upon payment of the applicable Yield Maintenance, and no Yield Maintenance is payable in connection with any prepayment of a Component of the Loan that occurs (i) less than nine months prior to the Anticipated Repayment Date with respect to such Component, (ii) with Loss Proceeds received as a result of any condemnation or casualty of a Site or (iii) during an Amortization Period. Together with such prepayment the Borrowers also shall pay (i) all accrued and unpaid interest on the principal amount of the Loan being prepaid through the date of such prepayment and (ii) all other Obligations, in each case, then due and owing. If any prepayment (whether in whole or in part) occurs, then together therewith the Borrowers also are required to pay to Lender the amount of interest that would have accrued on the principal amount being prepaid from and including the date of such prepayment to the end of the Interest Accrual Period during which such prepayment occurs. Except during the continuation of an Event of Default or an Amortization Period that commenced as the result of the occurrence of an event described in clause (i) of the definition thereof, prepayments will be applied, at the option of the Borrowers, either (x) to the payment of the principal of the Components of the Loan sequentially in order of the alphabetical designation of each such Component, and pro rata among any such Components of the same alphabetical designation, based on the Component Principal balance of each such Component, in each case, in the amount up to the Component Principal Balance of each such Component or (y) to the payment in full of the Component Principal Balances of the Components having the same numerical designation. Prepayments during the continuation of an Event of Default or an Amortization Period that commenced as the result of the occurrence of an event described in clause (i) of the definition thereof will be applied in accordance with clause (x) of the preceding sentence.

(B) Yield Maintenance. If any prepayment of all or any portion of the Components of the Loan shall occur, then except as provided in clause (A) above or as otherwise expressly provided in this Loan Agreement or the other Loan Documents to the contrary, the Borrowers shall pay the Yield Maintenance on each Component (or portion thereof) being prepaid to Lender together with such prepayment, as liquidated damages (which shall be the sole and exclusive remedy of Lender in connection with such prepayment) and compensation for costs incurred, and in addition to all other amounts due and owing to Lender. “Yield Maintenance” for each Component has the meaning set forth in the Loan Agreement Supplement relating to such Component.

Section 2.7 Outstanding Balance. The balance on Lender’s books and records shall be presumptive evidence (absent manifest error) of the amounts owing to Lender by the Borrowers; provided that any failure to record any transaction affecting such balance or any

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error in so recording shall not limit or otherwise affect the Borrowers’ obligation to pay the Obligations.

Section 2.8 Reserved.

Section 2.9 Reasonableness of Charges. The Borrower Parties agree that (i) the actual costs and damages that Lender would suffer by reason of an Event of Default (exclusive of the attorneys’ fees and other costs incurred in connection with enforcement of Lender’s rights under the Loan Documents) or a prepayment would be difficult and needlessly expensive to calculate and establish, and (ii) the amount of Yield Maintenance is reasonable, taking into consideration the circumstances known to the parties at this time, and (iii) such Yield Maintenance, and Lender’s reasonable attorneys’ fees and other costs and expenses incurred in connection with enforcement of Lender’s rights under the Loan Documents shall be due and payable as provided herein, and (iv) such Yield Maintenance, and the obligation to pay Lender’s reasonable attorneys’ fees and other enforcement costs do not, individually or collectively, constitute a penalty.

Section 2.10 Servicing/Special Servicing. Lender may change the Servicer from time to time without the consent of the Borrowers, on prior written notice to the Borrowers. The Borrowers expressly acknowledge and agree that the Servicer Fees and Trustee Fees, and if the Loan becomes a specially serviced loan, any additional fees of the Servicer payable in connection therewith (including, but not limited to any Liquidation Fees and Workout Fees), and any Advance Interest and any other Additional Trust Fund Expenses and fees, including any Rating Agency fees, reimbursements and indemnifications as shall be incurred or payable in connection with any Securitization (collectively, the “Administrative Fee”) shall be payable by the Borrowers and shall constitute a portion of the Obligations. Lender shall provide a reasonably detailed statement of Administrative Fees for which the Borrowers are liable two (2) Business Days prior to the date when due; provided that failure to timely provide such statement shall not relieve the Borrowers from the obligation to pay all such Administrative Fees.

ARTICLE III

CONDITIONS TO LOAN

Section 3.1 Conditions to Funding of the Loan on the Closing Date. The obligations of Lender to fund the Loan are subject to the prior or concurrent satisfaction or waiver of the conditions set forth below, and to satisfaction of any other conditions specified herein or elsewhere in the Loan Documents. Where in this Section any documents, instruments or information are to be delivered to Lender, then the condition shall not be satisfied unless (i) the same shall be in form and substance reasonably satisfactory to Lender, and (ii) if so required by Lender, the Initial Borrower shall deliver to Lender a certificate duly executed by the Initial Borrower stating that the applicable document, instrument or information is true and complete and does not omit to state any information without which the same might reasonably be deemed materially misleading.

(A) Loan Documents. On or before the Closing Date, the Initial Borrower shall execute and deliver and cause to be executed and delivered to Lender all of the Loan

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Documents together with such other documents as may be reasonably required by Lender, each, unless otherwise noted, of even date herewith, duly executed, in form and substance satisfactory to Lender and in quantities designated by Lender (except for the Notes executed on the Closing Date, of which only one of each designation shall be signed), which Loan Documents shall become effective upon the Closing.

(B) Deposits. The deposits required herein, including without limitation, the initial deposits into the Reserves and Accounts, shall have been made (and at the Initial Borrower’s option, the same may be made from the proceeds of the Loan).

(C) Performance of Agreements, Truth of Representations and Warranties. Each Borrower Party and all other Persons executing any agreement on behalf of any Borrower Party shall have performed in all material respects all agreements which this Loan Agreement provides shall be performed on or before the Closing Date. The representations and warranties contained herein and in the other Loan Documents shall be true, correct and complete on and as of the Closing Date.

(D) Closing Certificate. On or before the Closing Date, Lender shall have received certificates of even date herewith executed on behalf of the Initial Borrower by the chief financial officer (or similar officer of the Initial Borrower) stating that: (i) on such date, to the Initial Borrower’s Knowledge no Default exists; (ii) no material adverse change in the financial condition or operations of the business of the Initial Borrower or the projected cash flow of the Initial Borrower or the Sites has occurred since the delivery to Lender of any financial statements, budgets, proformas, or similar materials (or if there has been any change, specifying such change in detail), and that, to the Initial Borrower’s Knowledge after due inquiry, such financial materials fairly present the financial condition and results of operations of the Initial Borrower, and all other materials delivered to Lender are complete and accurate in all material respects; (iii) the representations and warranties set forth in this Loan Agreement are true and correct in all material respects on and as of such date with the same effect as though made on and as of such date (or if any such representations or warranties require qualification, specifying such qualification in detail); and (iv) to the Initial Borrower’s Knowledge, there are no material facts or conditions concerning the Sites or any Borrower Party that have not been disclosed to Lender which could have a Material Adverse Effect.

(E) Opinions of Counsel. On or before the Closing Date, Lender shall have received from legal counsel for the Initial Borrower reasonably satisfactory to Lender, written legal opinions, each in form and substance reasonably acceptable to Lender, as to such matters as Lender shall request, including opinions to the effect that (i) each of the Borrower Parties is validly existing and in good standing in its state of organization, (ii) this Loan Agreement and the Loan Documents have been duly authorized, executed and delivered and are enforceable in accordance with their terms subject to customary qualifications for bankruptcy, general equitable principles, and other customary assumptions and qualifications; (iii) the Deposit Account Agreement and Cash Management Agreement have been duly authorized, executed and delivered by the Initial Borrower and Manager and are enforceable in accordance with their terms and the security interests in favor of Lender in the Account Collateral have been validly created and perfected; and (iv) none of the Initial Borrower, SBA Holdings or the Guarantor would be consolidated in any bankruptcy proceeding affecting SBA Parent, SBA Finance or the

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Manager. Also on or before the Closing Date, Lender shall have received the following legal opinions, each in form and substance reasonably acceptable to Lender: (a) an opinion of the Initial Borrower’s local counsel in each state in which Mortgaged Sites generating five percent (5%) or more of the operating revenues from the Mortgaged Sites (taken as a whole) are located as to the enforceability of, and the creation and perfection of Liens under, the Deeds of Trust in such states (based on a review of the form of such documents) and such other matters as Lender may reasonably request; (b) opinions of Akerman Senterfitt, reasonably acceptable to Lender, for the Initial Borrower that, among other matters, (1) under Florida law (x) the prior unanimous written consent of its board of directors (including the Independent Directors) would be required for a voluntary bankruptcy filing by the Initial Borrower, (y) such unanimous consent requirements are enforceable against the Borrower in accordance with their terms; (2) under Florida law the bankruptcy or dissolution of the Guarantor would not cause the dissolution of the Borrower; (3) under Florida law, creditors of the Guarantor shall have no legal or equitable remedies with respect to the assets of the Borrower; and (4) a federal bankruptcy court would hold that Florida law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of the Initial Borrower; (c) opinions of the Delaware Counsel Group or other Delaware legal counsel, reasonably acceptable to Lender, for each of the Guarantor and SBA Holdings that, among other matters, (1) under Delaware law (x) the prior unanimous written consent of its board of directors (including the Independent Directors) would be required for a voluntary bankruptcy filing by the Guarantor and SBA Holdings, (y) such unanimous consent requirements are enforceable against the Guarantor and SBA Holdings in accordance with their terms; (2) under Delaware law the bankruptcy or dissolution of its member would not cause the dissolution of the Guarantor and SBA Holdings; (3) under Delaware law, creditors of its member shall have no legal or equitable remedies with respect to the assets of the Guarantor and SBA Holdings; and (4) a federal bankruptcy court would hold that Delaware law governs the determination of what Persons have authority to file a voluntary bankruptcy petition on behalf of the Guarantor and SBA Holdings; and (d) such other legal opinions as Lender may reasonably request.

(F) Title Policies.

(i) On or before the Closing Date, Lender shall have received and approved the Title Policies. The Title Policies shall be in form and substance reasonably satisfactory to Lender, shall be in full force and effect, shall be freely assignable to and will inure to the benefit of the Trustee (subject to recordation of assignments of the Deeds of Trust) without the consent or any notification to the Title Company, shall have the premium therefor paid in full as of the Closing Date, the Title Company shall be licensed in each state in which a Mortgaged Site is located, shall have no claims made under such Title Policy, and shall affirmatively insure the first priority of the Mortgage on the applicable Site, subject to any exceptions provided for in such Title Policy.

(ii) On or before the Closing Date, Lender shall have received copies of the Other Title Policies.

(G) Certificates of Formation and Good Standing. On or before the Closing Date, Lender shall have received copies of the organizational documents and filings of each Borrower Party, together with good standing certificates (or similar documentation)

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(including verification of tax status) from the state of its formation and from all states in which the laws thereof require such Person to be qualified and/or licensed to do business. Each such certificate shall be dated not more than thirty (30) days prior to the Closing Date, as applicable, and certified by the applicable Secretary of State or other authorized governmental entity. In addition, on or before the Closing Date, as applicable, the secretary or corresponding officer of each Borrower Party, or the secretary or corresponding officer of the partner, trustee, or other Person as required by such Borrower Party’s organizational documents (as the case may be, the “Borrower Party Secretary”) shall have delivered to Lender a certificate stating that the copies of the organizational documents as delivered to Lender are true and correct and are in full force and effect, and that the same have not been amended except by such amendments as have been so delivered to Lender.

(H) Certificates of Incumbency and Resolutions. On or before the Closing Date, Lender shall have received certificates of incumbency and resolutions of each Borrower Party and its constituents as requested by Lender, approving and authorizing the Loan and the execution, delivery and performance of the Loan Documents, certified as of the Closing Date by the Borrower Party Secretary as being in full force and effect without modification or amendment.

(I) Rent Roll. Prior to the Closing, Lender shall have received from the Initial Borrower a rent roll for each of the Sites (collectively, the “Rent Roll”), certified by the Initial Borrower, and in form and substance satisfactory to Lender.

(J) Insurance Policies and Endorsements. On or before the Closing Date, Lender shall have received copies of certificates of insurance (dated not more than twenty (20) days prior to the Closing Date) regarding insurance required to be maintained under this Loan Agreement and the other Loan Documents, together with endorsements satisfactory to Lender naming Lender as an additional insured and loss payee, as required by this Loan Agreement, under such policies.

(K) Documentation Regarding Application of Proceeds. At least two (2) days prior to the Closing Date, Lender shall have received payoff demand letters and wiring instructions from each lender or other obligee of any existing indebtedness which is required to be paid pursuant to this Loan Agreement.

(L) Legal Fees; Closing Expenses. The Borrowers shall have paid any and all reasonable legal fees and expenses of counsel to Lender, together with all recording fees and taxes, title insurance premiums, and other reasonable costs and expenses related to the Closing.

Section 3.2 Conditions to any Loan Increase. (A) The Lender and the Borrower may increase the outstanding principal amount of the Loan with Rating Agency Confirmation upon execution of a Loan Agreement Supplement relating thereto, along with such other documents required by such Loan Agreement Supplement (all of which shall be reasonably acceptable to Lender), upon satisfaction of the following conditions:

(i) No Event of Default or Amortization Period is then continuing;

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(ii) No event or condition has occurred or exists that, with the giving or notice or passage of time, would give rise to an Event of Default;

(iii) If a Special Servicing Period is then in effect, Servicer consent has been obtained;

(iv) The Borrowers shall have obtained Rating Agency Confirmation for the transactions contemplated by the relevant Loan Agreement Supplement;

(v) If such Loan Increase is being made in conjunction with the addition of Additional Sites, the conditions set forth in Section 11.7 shall have been satisfied;

(vi) On or prior to the date of such Loan Increase, the Borrowers shall deliver to the Lender an opinion of counsel reasonably satisfactory to the Lender providing that the Loan Increase will not cause a taxable event, for U.S. federal income tax purposes, to any holder of a Certificate;

(vii) If such Loan Increase is being made in conjunction with the addition of one or more Additional Borrowers, the conditions set forth in Section 2.3 shall have been satisfied, and

(viii) The representations and warranties of the Initial Borrower set forth in Article IV hereof shall be true as of the Additional Closing Date (except for Section 4.30).

All other terms and conditions of the Loan Increase shall be provided for in the related Loan Agreement Supplement. The Borrowers and Loan Agreement Supplement shall also comply with the requirements of Section 2.01 of the Trust Agreement.

(B) On the date of a Loan Increase, the Borrowers shall deliver an Officer’s Certificate to the effect that there is no Event of Default, Amortization Period then continuing or event or condition that, with the giving of notice or passage of time, would give rise to an Event of Default.

(C) Any Loan Increase will be represented by one or more new Components provided for in the Loan Agreement Supplement relating to such Loan Increase. The Anticipated Repayment Date for each Component related to the Loan Increase, as defined in such Loan Agreement Supplement, will be later than the Anticipated Repayment Dates for all then-outstanding Components, except if such Component corresponds to a Variable Funding Series to be issued under the Trust. No Component of any Loan Increase may have an alphabetical designation higher than any then-outstanding Component.

(D) An additional Note shall be executed by the Borrowers in respect of each Component relating to such Loan Increase as provided in Section 2.1.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce Lender to enter into this Loan Agreement and to make the Loan, each Borrower represents and warrants to Lender that, except as set forth on Schedule 4, the statements set forth in this Article IV, after giving effect to the Closing, will be, true, correct and complete in all respects as of the Closing Date.

Section 4.1 Organization, Powers, Capitalization, Good Standing, Business.

(A) Organization and Powers. Each Borrower Party is duly organized, validly existing and in good standing under the laws of the state of its formation or incorporation. Each Borrower Party has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and proposed to be conducted, and to enter into each Loan Document to which it is a party and to perform the terms thereof.

(B) Qualification. Each Borrower Party is duly qualified and in good standing in the state of its formation or incorporation. In addition, each Borrower Party is duly qualified and in good standing in each state where necessary to carry on its present business and operations, except in jurisdictions in which the failure to be qualified and in good standing could not reasonably be expected to have a Material Adverse Effect.

(C) Organization. The organizational chart set forth as Schedule 4.1(C) accurately sets forth the direct and indirect ownership structure of the Borrowers.

Section 4.2 Authorization of Borrowing, etc.

(A) Authorization of Borrowing. The Borrowers have the power and authority to incur the Indebtedness evidenced by the Notes. The execution, delivery and performance by each Borrower Party of each of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company, partnership, trustee, corporate or other action, as the case may be.

(B) No Conflict. The execution, delivery and performance by each Borrower Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby do not and will not: (1) violate (x) any provision of law applicable to any Borrower Party; (y) the partnership agreement, certificate of limited partnership, certificate of formation, certificate of incorporation, bylaws, declaration of trust, limited liability company agreement, operating agreement or other organizational documents, as the case may be, of each Borrower Party; or (z) any order, judgment or decree of any Governmental Authority binding on any Borrower Party or any of its Affiliates; (2) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any Borrower Party or any of its Affiliates (except where such breach will not cause a Material Adverse Effect); (3) result in or require the creation or imposition of any Lien (other than the Lien of the Loan Documents) upon the Sites or assets of any Borrower Party; or (4) require any

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approval or consent of any Person under any Contractual Obligation of any Borrower Party, which approvals or consents have not been obtained on or before the dates required under such Contractual Obligation, but in no event later than the Closing Date (except where the failure to obtain such approval or consent will not have a Material Adverse Effect).

(C) Governmental Consents. The execution and delivery by each Borrower Party of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority.

(D) Binding Obligations. This Loan Agreement is, and the Loan Documents, including the Notes, when executed and delivered will be, the legally valid and binding obligations of each Borrower Party that is a party thereto, enforceable against each of the Borrower Parties, as applicable, in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditor’s rights. No Borrower Party has any defense or offset to any of its obligations under the Loan Documents to which it is a party. No Borrower Party has any claim against Lender or any Affiliate of Lender.

Section 4.3 Financial Statements. All pro forma financial statements concerning the Borrowers and their Affiliates which have been furnished by or on behalf of the Borrowers to Lender pursuant to this Loan Agreement present fairly in all material respects the financial condition of the Persons covered thereby.

Section 4.4 Indebtedness and Contingent Obligations. As of the Closing, the Borrowers shall have no outstanding Indebtedness or Contingent Obligations other than the Obligations or any other Permitted Indebtedness.

Section 4.5 Title to the Sites. The Borrowers have good and marketable fee simple title (or, in the case of the Ground Lease Sites, leasehold title, or in the case of Easement Sites, an Easement) to the Sites, other than the Managed Sites, free and clear of all Liens except for the Permitted Encumbrances. The Borrowers own all personal property on the Sites (other than the Managed Sites and personal property which is owned by tenants of such Site, not used or necessary for the operation of the applicable Site or leased by the Borrowers as permitted hereunder), subject only to the Permitted Encumbrances, or which constitutes leased temporary mobile antennas. The Deeds of Trust will create (i) a valid, perfected first lien on the applicable Sites, subject only to the Permitted Encumbrances, and (ii) perfected first priority security interests in and to, and perfected collateral assignments of, all personalty in connection therewith (including the Rents and the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. There are no proceedings in condemnation or eminent domain affecting any of the Sites, and to the actual Knowledge of the Borrowers, none is threatened. No Person has any option or other right to purchase (other than rights of first refusal) all or any portion of any interest owned by the Borrowers with respect to the Sites. There are no mechanic’s, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Sites which are or will be liens prior to, or equal or coordinate with, the lien of the applicable Deed of Trust the effect of which is reasonably likely to have a Material Adverse Effect. The Permitted Encumbrances, in the aggregate, do not materially interfere with the benefits of the security intended to be provided by

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the Deeds of Trust and this Loan Agreement, materially and adversely affect the value of any of the Mortgaged Sites taken as a whole, impair the use or operations of any of the Mortgaged Sites or impair the Borrowers’ ability to pay their obligations in a timely manner.

Section 4.6 Zoning; Compliance with Laws. The Sites and the use thereof comply with all applicable zoning, subdivision and land use laws, regulations and ordinances, all applicable health, fire, building codes, parking laws and all other laws, statutes, codes, ordinances, rules and regulations applicable to the Sites, or any of them, including without limitation the Americans with Disabilities Act, except to the extent failure to so comply would not, in the aggregate, be reasonably likely to have a Material Adverse Effect. All permits, licenses and certificates for the lawful use, occupancy and operation of each component of each of the Sites given as Collateral hereunder in the manner in which it is currently being used, occupied and operated have been obtained and are current and in full force and effect, except to the extent failure to obtain any such permits, licenses or certificates would not, in the aggregate, be reasonably likely to have a Material Adverse Effect. To the Borrowers’ Knowledge, (i) no legal proceedings are pending or threatened with respect to the zoning of any Site and (ii) neither the zoning nor any other right to construct, use or operate any Site and any easement appurtenant or related to such Site is in any way dependent upon or related to any real estate other than such Site (other than the parent parcel such Site is a part of to the extent permitted by applicable building or zoning codes) and such easement, except to the extent same would not, in the aggregate, be reasonably likely to have a Material Adverse Effect.

Section 4.7 Leases; Agreements.

(A) Leases; Agreements. The Borrowers have made available, have delivered, or will deliver pursuant to Section 3.1(I) and (K), as applicable, to Lender (i) true and complete copies (in all material respects) of all Material Leases and (ii) a list of all Material Agreements affecting the operation and management of the Sites, and such Material Leases and list of Material Agreements have not been modified or amended except pursuant to amendments or modifications delivered to Lender. Except for the rights of the Manager pursuant to the existing Management Agreement, and the fee owners of Managed Sites, no Person has any right or obligation to manage any of the Sites or to receive compensation in connection with such management. Except for the parties to any leasing brokerage agreement that has been delivered to Lender, no Person has any right or obligation to lease or solicit tenants for the Sites, or (except for cooperating outside brokers and revenue sharing arrangements under Ground Leases) to receive compensation in connection with such leasing.

(B) Rent Roll, Disclosure. A true and correct copy of the Rent Roll has been delivered to Lender. Except only as specified in the Rent Roll, to the Borrowers’ Knowledge, (i) the Leases are in full force and effect; (ii) the Borrowers have not given any notice of default to any tenant under any Lease which remains uncured; (iii) no tenant has any set off, claim or defense to the enforcement of any Lease; (iv) no tenant is in default in the performance of any other obligations under its Lease; and (v) there are no rent concessions (whether in form of cash contributions, work agreements, assumption of an existing tenant’s other obligations, or otherwise) or extensions of time whatsoever not reflected in such Rent Roll, except to the extent that the failure of the representations set forth in items (i) through (iv) to be true with respect to the Leases (other than Material Leases) in the aggregate is not reasonably likely to have a

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Material Adverse Effect. To the Borrowers’ Knowledge, each of the Leases is valid and binding on the parties thereto in accordance with its terms.

(C) Management Agreement. The Borrowers have delivered to Lender a true and complete copy of the Management Agreement that will be in effect on the Closing Date, and such Management Agreement has not been modified or amended except pursuant to amendments or modifications delivered to Lender. The Management Agreement is in full force and effect and no default by any of the Borrowers or Manager exists thereunder.

Section 4.8 Condition of the Sites. As of the Closing Date all Improvements are in good repair and condition, except for ordinary wear and tear as is customary in the tower industry. Any damage to the Improvements is fully covered by insurance (subject to the applicable deductible) and the required repairs thereon are capable of being completed within six (6) months of the Closing Date. The Borrowers are not aware of any latent or patent structural or other material defect or deficiency in the Sites, and all necessary utilities are fully connected to the Improvements and are fully operational, are sufficient to meet the reasonable needs of each of the Sites as now used or presently contemplated to be used, and no other utility facilities or repairs are necessary to meet the reasonable needs of each of the Sites as now used or presently contemplated, except to the extent the same would not, in the aggregate, be reasonably likely to have a Material Adverse Effect. To the Borrowers’ Knowledge, none of the Improvements create encroachments over, across or upon the Sites’ boundary lines, rights of way or easements, and no building or other improvements on adjoining land create such an encroachment, which, in the aggregate, could reasonably be expected to have a Material Adverse Effect. Access has been insured by the Title Company for all Sites except to the extent that failure to have such access would not be reasonably likely to have a Material Adverse Effect.

Section 4.9 Litigation; Adverse Facts. There are no judgments outstanding against any Borrower Party, or affecting any of the Sites or any property of any Borrowers, nor to the Borrowers’ Knowledge after due inquiry is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration now pending or threatened against any Borrower Party or any of the Sites that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 4.10 Payment of Taxes. All federal, state and local tax returns and reports of each Borrower required to be filed have been timely filed (or each Borrower has timely filed for an extension and the applicable extension has not expired), and all taxes, assessments, fees and other governmental charges (including any payments in lieu of taxes) upon such Person and upon its properties, assets, income and franchises which are due and payable have been paid except to the extent same are being contested in accordance with Section 5.3(B).

Section 4.11 Adverse Contracts. Except for the Loan Documents, the Borrowers are not parties to or bound by, nor is any property of such Person subject to or bound by, any contract or other agreement which restricts such Person’s ability to conduct its business in the ordinary course as currently conducted that, either individually or in the aggregate, has a Material Adverse Effect or could reasonably be expected to have a Material Adverse Effect.

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Section 4.12 Performance of Agreements. To the Borrowers’ Knowledge, no Borrower is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation of any such Borrower which could, in the aggregate, reasonably be expected to have a Material Adverse Effect, and no condition exists that, with the giving of notice or the lapse of time or both, would constitute such a default which could, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 4.13 Governmental Regulation. No Borrower Party is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed money.

Section 4.14 Employee Benefit Plans and ERISA Affiliates. No Borrower Party maintains or contributes to, or has any obligation (including a contingent obligation) under, or liability with respect to, any Employee Benefit Plan. No Borrower Party or any of their respective ERISA Affiliates has or will have any liability relating to ERISA that could result in a Lien on any Other Pledged Site and no Lien on the assets of any Borrower Party in favor of the Pension Benefit Guarantee Corporation established pursuant to Subtitle A of Title IV or ERISA (or any successor) or any Employee Benefit Plan has arisen during the six year period prior to the date on which this representation is made or deemed made.

Section 4.15 Broker’s Fees. No broker’s or finder’s fee, commission or similar compensation will be payable by or pursuant to any contract or other obligation of the Borrowers with respect to the making of the Loan or any of the other transactions contemplated hereby or by any of the Loan Documents. The Borrowers shall indemnify, defend, protect, pay and hold Lender harmless from any and all broker’s or finder’s fees claimed to be due in connection with the making of the Loan arising from any Borrower Parties’ actions.

Section 4.16 Solvency. The Borrowers (a) have not entered into the transactions contemplated hereby or by any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents, including their assumption of liabilities under the Existing Indebtedness and their obligations and liabilities under the Increased Indebtedness. After giving effect to the Loan, the fair saleable value of each Borrower’s assets exceed and will, immediately following the making of the Loan, exceed such Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and Contingent Obligations. The fair saleable value of each Borrower’s assets is and will, immediately following the making of the Loan, be greater than the Borrower’s probable liabilities, including the maximum amount of its Contingent Obligations on its debts as such debts become absolute and matured. Each Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. The Borrowers do not intend to, and do not believe that they will, incur Indebtedness and liabilities (including Contingent Obligations and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by the Borrowers and the amounts to be payable on or in respect of obligations of the Borrowers).

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Section 4.17 Disclosure. No financial statements or other information furnished to Lender by the Borrowers contains any untrue representation, warranty or statement of a material fact, or omits to state a material fact necessary in order to make the statements contained therein not misleading. No Loan Document or any other document, certificate or written statement for use in connection with the Loan and prepared by the Borrowers, or any information provided by any Borrower and contained in, or used in preparation of, any document or certificate for use in connection with the Loan, contains any untrue representation, warranty or statement of a material fact, or omits to state a material fact necessary in order to make the statements contained therein not misleading. There is no fact known to the Borrowers that has had or could have a Material Adverse Effect and that has not been disclosed in writing to Lender by the Borrowers.

Section 4.18 Use of Proceeds and Margin Security. The Borrowers shall use the proceeds of the Loan only for the purposes set forth herein and consistent with all applicable laws, statutes, rules and regulations. No portion of the proceeds of the Loan shall be used by the Borrowers or any Person in any manner that might cause the borrowing or the application of such proceeds to violate Regulation T, Regulation U or Regulation X or any other regulation of the Board of Governors of the Federal Reserve System.

Section 4.19 Insurance. Set forth on Schedule 4.19 is a complete and accurate description of all policies of insurance for each Borrower that are in effect as of the Closing Date. Such insurance policies conform to the requirements of Section 5.4. No notice of cancellation has been received with respect to such policies, and, to each Borrower’s Knowledge, the Borrowers are in compliance with all conditions contained in such policies.

Section 4.20 Investments. The Borrowers have no (i) direct or indirect interest in, including without limitation stock, partnership interest or other securities of, any other Person, or (ii) direct or indirect loan, advance or capital contribution to any other Person, including all indebtedness from that other Person.

Section 4.21 No Plan Assets. No Borrower Party is or will be (i) an employee benefit plan as defined in Section 3(3) of ERISA which is subject to ERISA, (ii) a plan as defined in Section 4975(e)(1) of the IRC which is subject to Section 4975 of the IRC, or (iii) an entity whose underlying assets constitute “plan assets” of any such employee benefit plan or plan for purposes of Title I of ERISA or Section 4975 of the IRC.

Section 4.22 Plans. No Borrower Party is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with a Borrower Party are not and will not be subject to statutes or regulations applicable to the Borrower Party regulating investments of and fiduciary obligations with obligations with respect to any employee benefit plan or similar retirement plan or arrangement (including governmental plans).

Section 4.23 Not Foreign Person. No Borrower Party is a “foreign person” within the meaning of Section 1445(f)(3) of the IRC.

Section 4.24 No Collective Bargaining Agreements. No Borrower Party is a party to any collective bargaining agreement.

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Section 4.25 Ground Leases. (A) With respect to each Ground Lease encumbered by a Deed of Trust:

(i) The Ground Lease and any easements appurtenant or related thereto contain the entire agreement of the Ground Lessor and the applicable Borrower pertaining to the Ground Lease Site covered thereby. The Borrowers have no estate, right, title or interest in or to the Ground Lease Site except under and pursuant to the Ground Lease and any easements appurtenant or related thereto. The Borrowers have made available, delivered, or will deliver pursuant to Section 5.24(C), a true and correct copy of the Ground Lease to Lender and the Ground Lease has not been modified, amended or assigned except as set forth therein and in any Estoppel related thereto.

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

(iii) The Ground Lease is in full force and effect, and no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under the Ground Lease (a “Ground Lease Default”) exists on the part of the Borrowers or, to the Borrowers’ Knowledge, on the part of the Ground Lessor under the Ground Lease, except to the extent such Ground Lease Default would not be reasonably likely to have a Material Adverse Effect. The Borrowers have not received any written notice that a Ground Lease Default exists, or that the Ground Lessor or any third party alleges the same to exist that would, in either case, be reasonably likely to have a Material Adverse Effect.

(iv) The applicable Borrower is the exclusive owner of the lessee’s interest under and pursuant to the applicable Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under the Ground Lease (other than assignments that will terminate on or prior to Closing), except in favor of Lender pursuant to this Loan Agreement and the other Loan Documents.

(v) The Ground Lease or a memorandum thereof or other instrument sufficient to permit recording of a deed of trust or similar security instrument has been recorded and the Ground Lease (or a separate agreement with respect thereto (the “Estoppel”)) permits the interest of the lessee thereunder to be encumbered by the related Deed of Trust.

(vi) Except for the Permitted Encumbrances, the applicable Borrower’s interests in the Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Deed of Trust unless a non-disturbance agreement has been obtained from the applicable holder of such lien or encumbrance.

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

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(B) With respect to the Ground Leases constituting an Other Pledged Site:

(i) The Ground Lease and any easements appurtenant or related thereto contain the entire agreement of the Ground Lessor and the applicable Borrower pertaining to the Ground Lease Site covered thereby. The Borrowers have no estate, right, title or interest in or to the Ground Lease Site except under and pursuant to the Ground Leases. The Borrowers have made available, delivered or will deliver a true and correct copy of the Ground Lease to Lender and the Ground Lease has not been modified, amended or assigned except as set forth therein (or in the applicable Estoppel).

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

(iii) The Ground Lease is in full force and effect, and no Ground Lease Default exists on the part of the Borrowers or, to the Borrowers’ Knowledge, on the part of the Ground Lessor under the Ground Lease except to the extent such Ground Lease Default would not, be reasonably likely to have a Material Adverse Effect. The Borrowers have not received any written notice that a Ground Lease Default exists, or that the Ground Lessor or any third party alleges the same to exist, that would, in either case, be reasonably likely to have a Material Adverse Effect.

(iv) The applicable Borrower is the exclusive owner of the lessee’s interest under and pursuant to the Ground Lease and has not assigned, transferred, or encumbered its interest in, to, or under the Ground Lease (other than assignments that will terminate on or prior to Closing), except in favor of Lender pursuant to this Loan Agreement and the other Loan Documents.

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

Section 4.26 Easements. (A) Each Easement and any easements appurtenant or related thereto contain the entire agreement pertaining to the applicable Site covered thereby. The Borrowers have no estate, right, title or interest in or to such Sites except under and pursuant to the Easements. The Borrowers have made available, delivered or will deliver true and correct copies of each of the Easements to Lender and the Easements have not been modified, amended or assigned except as set forth therein (or in the applicable Estoppel).

(B) To the Knowledge of the Borrower each fee owner of the Sites subject to the Easements is the exclusive fee simple owner of the fee estate with respect to such Site.

(C) There are no rights to terminate any Easement other than as expressly set forth in the applicable Easement or as provided by applicable law.

(D) Each Easement is in full force and effect and, to the Borrowers’ Knowledge, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default under any Easement (an “Easement Default”) exists on the part of the Borrowers, except to the extent such Easement Default would not be reasonably likely to have a Material Adverse Effect. The Borrowers have not received any written notice that an

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Easement Default exists, or that any third party alleges the same to exist that would, in either case, be reasonably likely to have a Material Adverse Effect.

(E) The applicable Borrower is the exclusive owner of the easement interest under and pursuant to the applicable Easement and has not assigned, transferred, or encumbered its interest in, to, or under any Easement (other than assignments that will terminate on or prior to Closing), except in favor of Lender pursuant to this Loan Agreement and the other Loan Documents.

Section 4.27 Principal Place of Business. Initial Borrower has been organized in, and its principal place of business has been located in the State of Florida, for the past 5 years.

Section 4.28 Environmental Compliance. Except to the extent the effect of which is not reasonably likely to have a Material Adverse Effect or cause an imminent threat to human health: the Sites are in compliance with all applicable Environmental Laws and no notice of violation of such Environmental Laws has been issued by any Governmental Authority which has not been resolved; no action has been taken by the Borrowers that would cause the Sites to not be in compliance with all applicable Environmental Laws pertaining to Hazardous Materials; and no Hazardous Materials are present at the Sites, except in quantities not violative of applicable Environmental Laws.

Section 4.29 Separate Tax Lot. Each of the Sites that the Borrowers own in fee constitute one or more separate tax parcels.

Section 4.30 Sites Generally.

(A) With respect to the Sites generally:

(i) With respect to Sites generating at least 70% of the Annualized Run Rate Net Cash Flow of all Sites as of July 31, 2005, the Sites are Owned Sites or Ground Lease Sites where the Ground Lease (or the applicable Estoppel) requires that, if there shall be a monetary default by the Borrower under the Ground Lease, Ground Lessor shall accept the cure thereof by Lender within fifteen (15) days after the expiration of any grace period provided to Borrower under the Lease to cure such default prior to terminating the Ground Lease. If there shall be a non-monetary default by the Borrower under the Ground Lease, Ground Lessor shall accept the cure thereof by Lender within thirty (30) days after the expiration of any grace period provided to Borrower under the Ground Lease to cure such default prior to terminating the Ground Lease.

(ii) At least 70% of the Annualized Run Rate Net Cash Flow of all Sites as of July 31, 2005 is represented by the Owned Sites plus Ground Lease Sites which have a term (including all available extensions) that extends not less than ten (10) years beyond the Maturity Date of the Components with the numerical designation 2005-1.

(iii) At least 70% of the Annualized Run Rate Net Cash Flow of all Sites as of July 31, 2005 is represented by the Owned Sites plus Ground Lease Sites where the Ground Lease (or the applicable Estoppel) requires the Lender to have the right to exercise any rights of the Borrower under the Ground Lease, including the right to exercise any renewal

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option(s) or purchase options(s), and such Ground Leases may not be amended in any respect which would be reasonably likely to have a material adverse effect on Lender’s interest therein or surrendered, terminated, or cancelled, in each case, without the prior written consent of Lender.

(iv) With respect to Sites generating at least 70% or more of the Annualized Run Rate Net Cash Flow of all Sites as of July 31, 2005, the Sites are Owned Sites or Ground Lease Sites where the Ground Lease (or the applicable Estoppel) requires that, if such Ground Lease is terminated as result of a Borrower default under such Ground Lease or is rejected in any bankruptcy proceeding, Ground Lessor will be obligated to enter into a new lease with Lender or its designee on the same terms as the Ground Lease within fifteen (15) days of Lender’s request made within thirty (30) days of notice of such termination or rejection, provided Lender pays all past due amounts under the Ground Lease. The foregoing is not applicable to normal expirations of the Ground Lease term.

ARTICLE V

COVENANTS OF BORROWER PARTIES

Each Borrower covenants and agrees that until payment in full of the Loan, all accrued and unpaid interest and all other Obligations, it shall perform and comply with all covenants in this Article V applicable to such Person.

Section 5.1 Financial Statements and Other Reports.

(A) Financial Statements.

(i) Annual Reporting. Within one hundred twenty (120) days after the end of each calendar year, commencing with the end of the 2005 fiscal year, the Borrowers shall, and shall cause SBA Communications Corporation or its successor (“SBA Parent”) to, provide true and complete copies of their Financial Statements for such year to Lender; provided that, while SBA Parent is a publicly traded entity, delivery of SBA Parent’s annual report on form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) shall satisfy the requirements of this Section 5.1(A)(i) with respect to SBA Parent. All such Financial Statements shall be audited by an Approved Accounting Firm or by other independent certified public accountants reasonably acceptable to Lender, and shall bear the unqualified certification of such accountants that such Financial Statements present fairly in all material respects the financial position of the subject company. The annual Financial Statements shall be accompanied by Supplemental Financial Information for such calendar year. The annual Financial Statements for the Borrowers shall also be accompanied by a certification executed by each Borrower’s chief executive officer or chief financial officer (or other officer with similar duties), satisfying the criteria set forth in Section 5.1(A)(vii) below, and a Compliance Certificate (as defined below).

(ii) Quarterly Reporting. Within forty-five (45) days after the end of each of the first three fiscal quarters in each year, the Borrowers shall, and shall cause, SBA Parent to, provide copies of their Financial Statements for such quarter to Lender, together with a

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certification executed on behalf of the Borrowers by their respective chief executive officers or chief financial officers (or other officer with similar duties) in accordance with the criteria set forth in Section 5.1(A)(vii) below; provided that, while SBA Parent is a publicly traded entity, delivery of SBA Parent’s quarterly report on Form 10-Q filed with the SEC shall satisfy the requirements of this Section 5.1(A)(ii) with respect to SBA Parent. Such quarterly Financial Statements shall be accompanied by Supplemental Financial Information and a Compliance Certificate for such calendar quarter. Together with the quarterly Financial Statements delivered hereunder, the Borrowers shall, or shall cause Manager to, deliver or make available in an online database copies of all Leases executed during such calendar quarter.

(iii) Leasing Reports. Within forty-five (45) days after each calendar quarter, each Borrower shall provide to Lender: (a) a certified Rent Roll and a schedule of security deposits held under Material Leases, each in form and substance reasonably acceptable to Lender, (b) a schedule of any Material Leases that expired during such calendar quarter, (c) a schedule of Material Leases scheduled to expire within the next twelve (12) months.

(iv) Monthly Reporting. Within thirty (30) days after the end of each calendar month after the Closing Date, each Borrower shall provide, or cause Manager to provide, to Lender the following items determined in accordance with GAAP: (a) monthly and year-to-date operating statements prepared for such calendar month (which shall include budgeted and, commencing with the first full calendar month following the one year anniversary of the Closing Date, last year results for the same year-to-date period), containing such information as is necessary and sufficient under GAAP to fairly represent the results of operation of the Sites of such Borrower during such calendar month (except that full financial statement footnotes are only required annually), all in form reasonably satisfactory to Lender; and (b) monthly and year-to-date detailed reports (substantially in the form of Schedule 5.1(A)(iv)) of Operating Expenses, including supporting documentation satisfactory to Lender in its sole discretion for each item of Operating Expense in excess of the Monthly Operating Expense Amount for which Lender has approved a disbursement from the Central Account pursuant to the terms of Section 3.3(a) of the Cash Management Agreement. Along with such operating statements, each Borrower shall deliver to Lender a Compliance Certificate of such Borrower’s chief executive officer or chief financial officer (or other officer with similar duties) satisfying the criteria set forth in Section 5.1(A)(vii) below.

(v) Additional Reporting. In addition to the foregoing, the Borrowers shall, and shall cause SBA Holdings, Guarantor and Manager to, promptly provide to Lender such further documents and information concerning the operation of a Site and its operations, properties, ownership, and finances as Lender shall from time to time reasonably request upon prior written notice to the Borrowers.

(vi) GAAP. The Borrowers will, and will cause SBA Holdings, Guarantor and Manager to, maintain systems of accounting established and administered in accordance with sound business practices and sufficient in all respects to permit preparation of Financial Statements in conformity with GAAP. All annual Financial Statements shall be prepared in accordance with GAAP.

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(vii) Certifications of Financial Statements and Other Documents, Compliance Certificate. Together with the Financial Statements and other documents and information provided to Lender by or on behalf of the Borrowers and SBA Parent under this Section, the Borrowers also shall deliver, and shall cause SBA Parent to deliver, to Lender a certification to Lender, executed on behalf of the Borrowers and SBA Parent by their respective chief executive officer or chief financial officer (or other officer with similar duties), stating that to their Knowledge after due inquiry such quarterly and annual Financial Statements and information fairly present the financial condition and results of operations of the Borrowers and SBA Parent for the period(s) covered thereby (except for the absence of footnotes with respect to the monthly and quarterly Financial Statement), and do not omit to state any material information without which the same might reasonably be misleading, and all other non-financial documents submitted to Lender (whether monthly, quarterly or annually) are true, correct, accurate and complete in all material respects. In addition, where this Loan Agreement requires a “Compliance Certificate”, the Person required to submit the same shall deliver a certificate duly executed on behalf of such Person by its chief executive officer or chief financial officer (or other officer with similar duties) stating that, to their Knowledge after due inquiry, there does not exist any Default or Event of Default under the Loan Documents (or if any exists, specifying the same in detail).

(viii) Fiscal Year. Each Borrower represents that its fiscal year and that of the Guarantor and SBA Holdings ends on December 31, or such other fiscal year end as determined by such Borrower with the consent of the Lender, such consent not to be unreasonably withheld.

(B) Accountants’ Reports. Within a reasonable period of time, each Borrower will deliver to Lender copies of all material reports submitted by independent public accountants in connection with each annual audit of the Financial Statements or other business operations of such Borrower made by such accountants, including the comment letter submitted by such accountants to management in connection with the annual audit.

(C) Tax Returns. Within thirty (30) days after filing the same, each Borrower shall deliver to Lender a copy of its Federal income tax returns (or the return of the applicable Person into which such Borrower’s Federal income tax return is consolidated) filed in 2006 or thereafter, certified on its behalf by its chief financial officer (or similar position) to be true and correct in all material respects.

(D) Annual Operating Budget and CapEx Budgets. Prior to February 15, of each calendar year, commencing on such date in 2006, the Borrowers shall deliver to Lender the Operating Budget and CapEx Budget (in each case presented on a monthly and annual basis) for such calendar year for informational purposes only. The Borrowers may make changes to the Operating Budget and the CapEx Budget from time to time as deemed reasonably necessary by the Borrowers, including to reflect the addition of any Additional Borrower, Additional Sites, or Additional Borrower Sites. Notice of any modifications to the Operating Budget and the CapEx Budget shall be delivered to Lender at the time of delivery of the next financial reporting required pursuant to Section 5.1(A)(iv). The Operating Budget shall identify and set forth each Borrower’s reasonable estimate, after due consideration, of all Operating Expenses on a line-item basis consistent with the form of Operating Budget delivered to Lender prior to Closing. The

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Operating Budget and the CapEx Budget will be delivered to Lender for Lender’s information only and shall not be subject to Lender’s approval provided that each such budget is consistent in form with the budgets delivered to Lender in connection with the Closing.

(E) Material Notices. (i) The Borrowers shall promptly deliver, or cause to be delivered, copies of all notices given or received with respect to a default under any term or condition related to any Permitted Indebtedness of any Borrower, and shall notify Lender within five (5) Business Days of any event of default with respect to any such Permitted Indebtedness.

(ii) The Borrowers shall promptly deliver to Lender copies of any and all notices of a material default or breach which is reasonably expected to result in a termination received with respect to any Material Agreement or any Material Lease.

(F) Events of Default, etc. Promptly upon any of the Borrowers obtaining Knowledge of any of the following events or conditions, such Borrower shall deliver to the Lender and the Trustee a certificate executed on its behalf by its chief financial officer or similar officer specifying the nature and period of existence of such condition or event and what action such Borrower or any Affiliate thereof has taken, is taking and proposes to take with respect thereto: (i) any condition or event that constitutes an Event of Default; (ii) any Material Adverse Effect; or (iii) any actual or alleged material breach or default or assertion of (or written threat to assert) remedies under the Management Agreement, any Ground Lease or any Easement.

(G) Litigation. Promptly upon any of the Borrowers obtaining knowledge of (1) the institution of any action, suit, proceeding, governmental investigation or arbitration against the Borrowers or any of the Sites not previously disclosed in writing by the Borrowers to Lender which would be reasonably likely to have a Material Adverse Effect and is not covered by insurance or (2) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting the Borrowers or the Sites which, in each case, if adversely determined and not covered by insurance could reasonably be expected to have a Material Adverse Effect, the Borrowers will give notice thereof to Lender and, upon request from Lender, provide such other information as may be reasonably available to them to enable Lender and its counsel to evaluate such matter.

(H) Insurance. Prior to the end of each insurance policy period of the Borrowers, the Borrowers will deliver certificates, reports, and/or other information (all in form and substance reasonably satisfactory to Lender), (i) outlining all material insurance coverage maintained as of the date thereof by the Borrowers and all material insurance coverage planned to be maintained by the Borrowers in the subsequent insurance policy period and (ii) to the extent not paid directly by the Servicer, evidencing payment in full of the premiums for such insurance policies.

(I) Other Information. With reasonable promptness, Borrowers will deliver such other information and data with respect to such Person and its Affiliates or the Sites as from time to time may be reasonably requested by Lender upon prior written notice.

Section 5.2 Existence; Qualification. The Borrowers will, and will cause Guarantor and SBA Holdings to, at all times preserve and keep in full force and effect their

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existence as a limited partnership, limited liability company, or corporation, as the case may be, and all rights and franchises material to its business, including their qualification to do business in each state where it is required by law to so qualify.

Section 5.3 Payment of Impositions and Claims. (A) Except for those matters being contested pursuant to clause (B) below, the Borrowers will pay (i) all Impositions; (ii) all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets (hereinafter referred to as the “Claims”); and (iii) all federal, state and local income taxes, sales taxes, excise taxes and all other taxes and assessments of the Borrowers on their business, income or assets; in each instance before any penalty or fine is incurred with respect thereto.

(B) The Borrowers shall not be required to pay, discharge or remove any Imposition or Claim relating to a Site so long as the Borrowers contest in good faith such Imposition, Claim or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the applicable Site or any portion thereof, so long as: (i) no Event of Default shall have occurred and be continuing, (ii) prior to the date on which such Imposition or Claim would otherwise have become delinquent, the Borrowers shall have given Lender prior written notice of their intent to contest said Imposition or Claim and shall have deposited with Lender (or with a court of competent jurisdiction or other appropriate body reasonably approved by Lender) such additional amounts as are necessary to keep on deposit at all times, an amount by way of cash (or other form reasonably satisfactory to Lender), equal to (after giving effect to any Reserves then held by Lender for the item then subject to contest) at least one hundred twenty-five percent (125%) of the total of (x) the balance of such Imposition or Claim then remaining unpaid, and (y) all interest, penalties, costs and charges accrued or accumulated thereon; (iii) no risk of sale, forfeiture or loss of any interest in the applicable Site or any part thereof arises, in Lender’s reasonable judgment, during the pendency of such contest; (iv) such contest does not, in Lender’s reasonable determination, have a Material Adverse Effect; and (v) such contest is based on bona fide, material, and reasonable claims or defenses. Any such contest shall be prosecuted with due diligence, and the Borrowers shall promptly pay the amount of such Imposition or Claim as finally determined, together with all interest and penalties payable in connection therewith. Lender shall have full power and authority, but no obligation, to apply any amount deposited with Lender to the payment of any unpaid Imposition or Claim to prevent the sale or forfeiture of the applicable Site for non-payment thereof, if Lender reasonably believes that such sale or forfeiture is threatened.

Section 5.4 Maintenance of Insurance. The Borrowers will continuously maintain the following described policies of insurance without cost to Lender (the “Insurance Policies”):

(i) Commercial general liability insurance, including death, bodily injury and broad form property damage coverage with a combined single limit in an amount not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate for any policy year;

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(ii) For each Site (other than the Managed Sites) located in whole or in part in a federally designated “special flood hazard area”, flood insurance to the extent required by law and available at federally subsidized rates;

(iii) An umbrella excess liability policy with a limit of not less than ten million dollars ($10,000,000) over primary insurance, which policy shall include coverage for water damage, so-called assumed and contractual liability coverage, premises medical payment and automobile liability coverage, and coverage for safeguarding of personalty and shall also include such additional coverages and insured risks which are acceptable to Lender;

(iv) Business interruption and/or rent loss insurance with an aggregate limit equal to $5,000,000;

(v) Property insurance in an amount equal to $5,000,000; and

(vi) During any period of construction, repair or restoration, builders “all risk” insurance in an amount equal to not less than the full insurable value of the applicable Sites.

All Insurance Policies shall be in content (including, without limitation, endorsements or exclusions, if any), form, and amounts, and issued by companies, satisfactory to Lender from time to time and shall name Lender and its successors and assignees as their interests may appear as an “additional insured” or “loss payee” for each of the liability policies under this Section 5.4 and shall (except for Worker’s Compensation Insurance) contain a waiver of subrogation clause reasonably acceptable to Lender. All Insurance Policies under Sections 5.4(ii), (iv), and (v), hereof with respect to the Mortgaged Sites shall contain a Non-Contributory Standard mortgagee clause and a mortgagee’s Loss Payable Endorsement (Form 438 BFU NS), or their equivalents (such endorsements shall entitle Lender to collect any and all proceeds payable under all such insurance, with the insurance company waiving any claim or defense against Lender for premium payment, deductible, self-insured retention or claims reporting provisions). All Insurance Policies shall provide that the coverage shall not be modified without thirty (30) days’ advance written notice to Lender and shall provide that no claims shall be paid thereunder to a Person other than Lender without ten (10) days’ advance written notice to Lender. The Borrowers may obtain any insurance required by this Section through blanket policies; provided, however, that such blanket policies shall separately set forth the amount of insurance in force (together with applicable deductibles, and per occurrence limits) with respect to the Sites and shall afford all the protections to Lender as are required under this Section. Except as may be expressly provided above, all policies of insurance required hereunder shall contain no annual aggregate limit of liability, other than with respect to liability insurance. If a blanket policy is issued, a certified copy of said policy shall be furnished, together with a certificate indicating that Lender is an additional insured (and, if applicable, loss payee) under such policy in the designated amount. The Borrowers will deliver duplicate originals of all Insurance Policies, premium prepaid for a period of one (1) year, to Lender and, in case of Insurance Policies about to expire, the Borrowers will deliver duplicate originals of replacement policies satisfying the requirements hereof to Lender prior to the date of expiration; provided, however, if such replacement policy is not yet available, the Borrowers shall provide Lender with an insurance certificate executed by the insurer or its authorized agent evidencing that the insurance required hereunder is being maintained under such policy, which certificate

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shall be acceptable to Lender on an interim basis until the duplicate original of the policy is available. An insurance company shall not be satisfactory unless such insurance company is licensed or authorized to issue insurance in the State where the applicable Site is located and has a claims paying ability rating by the Rating Agencies of “A” (or its equivalent). With Rating Agency Confirmation, the Borrowers may satisfy any of the obligations under this Section 5.4 through self-insurance. Notwithstanding the foregoing, a carrier which does not meet the foregoing ratings requirement shall nevertheless be deemed acceptable hereunder provided that such carrier is reasonably acceptable to Lender and the Borrowers shall obtain and deliver to Lender a Rating Agency Confirmation with respect to such carrier from each of the Rating Agencies. If any insurance coverage required under this Section 5.4 is maintained by a syndicate of insurers, the preceding ratings requirements shall be deemed satisfied (without any required Rating Agency Confirmation) as long as at least seventy-five percent (75%) of the coverage (if there are four or fewer members of the syndicate) or at least sixty percent (60%) of the coverage (if there are five or more members of the syndicate) is maintained with carriers meeting the claims-paying ability ratings requirements by Fitch and Moody’s (if applicable) set forth above and all carriers in such syndicate have a claims-paying ability rating by Fitch of not less than “BBB” and by Moody’s of not less than “Baa2” (to the extent rated by Moody’s). The Borrowers shall furnish Lender receipts for the payment of premiums on such insurance policies or other evidence of such payment reasonably satisfactory to Lender in the event that such premiums have not been paid by Lender pursuant to the Loan Agreement. The requirements of this Section 5.4 shall apply to any separate policies of insurance taken out by the Borrowers concurrent in form or contributing in the event of loss with the Insurance Policies. Losses shall be payable to Lender notwithstanding (1) any act, failure to act or negligence of the Borrowers or their agents or employees, Lender or any other insured party which might, absent such agreement, result in a forfeiture or all or part of such insurance payment, other than the willful misconduct of Lender knowingly in violation of the conditions of such policy, (2) the occupation or use of the Sites or any part thereof for purposes more hazardous than permitted by the terms of such policy, (3) any foreclosure or other action or proceeding taken pursuant to this Loan Agreement or (4) any change in title to or ownership of the Sites or any part thereof. The property insurance described in this Section 5.4 hereof shall include “underground hazards” coverage; “time element” coverage by which Lender shall be assured payment of all amounts due under the Notes, this Loan Agreement and the other Loan Documents; “extra expense” (i.e., soft costs), clean-up, transit and ordinary payroll coverage; and “expediting expense” coverage to facilitate rapid repair or restoration of the Sites. The Insurance Policies shall not contain any deductible in excess of $300,000.

The foregoing notwithstanding, until March 2006, the Borrowers may satisfy their obligations under this Section 5.4 through coverage provided under insurance policies obtained by SBA Parent in existence at closing.

Section 5.5 Operation and Maintenance of the Sites; Casualty; Condemnation. (A) The Borrowers shall maintain or cause to be maintained in good repair, working order and condition all material property necessary for use in the business of each Borrower, including the applicable Site, and will make or cause to be made all appropriate repairs, renewals and replacements thereof, all in accordance with the then applicable best customs and practices of the Borrower’s industry. All work required or permitted under this

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Loan Agreement shall be performed in a workmanlike manner and in compliance with all applicable laws.

(B) (i) In the event of casualty or loss at any of the Sites, the Borrowers shall give immediate written notice of any such casualty or loss exceeding $250,000, or which is not covered by insurance, to the insurance carrier and to Lender and shall, to the extent permitted by law, promptly commence and diligently prosecute to completion, in accordance with the terms hereof, the repair and restoration of the Site as nearly as possible to the Pre-Existing Condition, excluding replacement of obsolete Other Company Collateral which is not required in connection with operating the applicable Site (a “Restoration”). The Borrowers hereby authorize and empower Lender as attorney-in-fact for the Borrowers (jointly with the Borrowers unless an Event of Default has occurred and is continuing), or any of them, with respect to Insurance Proceeds related to a casualty in excess of $1,000,000 to make proof of loss, to adjust and compromise any claim under insurance policies, to appear in and prosecute any action arising from such insurance policies, to collect and receive Insurance Proceeds (and regardless of the amount of such Insurance Proceeds if an Event of Default exists), to deposit such Insurance Proceeds directly into and be held in the Loss Proceeds Reserve Sub-Account pending the Lender’s determination with respect to Restoration of the affected Site as set forth in Subsection 5.5(C)), and to deduct therefrom Lender’s expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section shall require Lender to incur any expense or take any action hereunder. The Borrowers further authorize Lender, at Lender’s option, with respect to Insurance Proceeds in excess of $1,000,000 (and regardless of the amount of such Insurance Proceeds if an Event of Default exists) (a) to hold the balance of such proceeds to be used to reimburse the Borrowers for the cost of Restoration of any of the Sites or (b) subject to Subsection 5.5(C), to apply such Insurance Proceeds to payment of the Obligations whether or not then due, in any order.

(ii) The Borrowers shall promptly give Lender written notice of any known actual or threatened commencement of any condemnation or eminent domain proceeding affecting the Sites or any portion thereof that could reasonably be expected to adversely impact the ability of the Borrowers to fulfill their respective obligations under the Leases relating to such Sites. Lender is hereby irrevocably appointed as the attorney-in-fact for the Borrowers (jointly with the Borrowers unless a Event of Default has occurred and is continuing), or any of them, with respect to Condemnation Proceeds in excess of $1,000,000 to collect, receive and retain any Condemnation Proceeds (and regardless of the amount of such Condemnation Proceeds if an Event of Default exists, to be deposited directly into and held in the Loss Proceeds Reserve Sub-Account pending the Borrowers’ determination with respect to Restoration of the affected Site as set forth in Subsection 5.5(C)) and to make any compromise or settlement in connection with such proceeding. In accordance with the terms hereof, the Borrowers shall cause the Condemnation Proceeds in excess of $1,000,000 (and regardless of the amount of such Condemnation Proceeds if an Event of Default exists) which are payable to the Borrowers, to be paid directly to Lender. If the applicable Site is sold following an Event of Default, through foreclosure or otherwise, prior to the receipt by Lender of Condemnation Proceeds, Lender shall have the right, whether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive said Condemnation Proceeds, or a portion thereof sufficient to pay the Obligations. Notwithstanding the foregoing, the Borrowers may prosecute any condemnation proceeding

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and settle or compromise and collect Condemnation Proceeds of not more than $1,000,000 provided that: (a) no Event of Default shall have occurred and be continuing, (b) in Borrower’s reasonable good faith judgment, such condemnation or taking does not and will not materially restrict access to the Sites or otherwise have a Material Adverse Effect and the Site remaining after such condemnation or taking is capable of being restored to an economically viable whole of substantially the same type which existed prior to the condemnation or taking or in substantial compliance with all applicable laws, (c) the Borrowers apply the Condemnation Proceeds to any reconstruction or repair of the Site necessary as a result of such condemnation or taking, and (d) the Borrowers promptly commence and diligently prosecute such reconstruction or repair to completion in accordance with all applicable laws. Subject to the terms hereof, the Borrowers authorize Lender to apply such Condemnation Proceeds, after the deduction of Lender’s reasonable expenses incurred in the collection of such Condemnation Proceeds (provided, however, that nothing contained in this Section shall require Lender to incur any expenses or take any action hereunder), at Lender’s option, to restoration or repair of the Sites or to payment of the Obligations, whether or not then due, in the order determined by Lender, with the balance, if any, to the Borrowers. Lender shall not exercise Lender’s option to apply such Condemnation Proceeds to payment of the Obligations provided that each of the conditions (as applicable) to the release of Loss Proceeds for restoration or repair of the Sites under Section 5.5(C) below have been satisfied with respect to such Condemnation Proceeds.

(C) Lender shall not exercise Lender’s option to apply Loss Proceeds to payment of the Obligations if all of the following conditions are met: (i) no Event of Default then exists; (ii) Lender reasonably determines that there will be sufficient funds to complete the Restoration of the Site to at least substantially to the condition it was in immediately prior to such casualty or condemnation (excluding replacement of obsolete Other Company Collateral which is not required in connection with operating the applicable Site) and in compliance with applicable laws (the “Pre-Existing Condition”) and to timely make all payments due under the Loan Documents (including but not limited to Administrative Fees) during the Restoration of the affected Site; (iii) Lender reasonably determines that the Net Operating Income of the Sites (including rental income or business interruption insurance) will be sufficient to pay principal and interest on the Loan (and any outstanding Administrative Fees); and Operating Revenues of the Sites, after the Restoration thereof to the Pre-Existing Condition, will be sufficient to meet all Operating Expenses, and payments for Reserves; and (iv) Lender determines that the Restoration of the affected Site to the Pre-Existing Condition will be completed not later than six (6) months prior to the next succeeding Anticipated Repayment Date for any Component of the Loan. If Lender elects to apply Loss Proceeds to payment of the Obligations, such application shall be made on the Due Date immediately following such election in accordance with the terms of the Cash Management Agreement. Notwithstanding the foregoing to the contrary, the Borrowers may, in their reasonable discretion, and within thirty (30) days of receipt of such Loss Proceeds, elect not to restore or replace a Site, in which event any Loss Proceeds relating to such Site held in the Loss Proceeds Reserve Sub-Account shall be applied to payment of the Obligations on the Due Date immediately following such election.

(D) Lender shall not be obligated to disburse Loss Proceeds more frequently than once every calendar month. If Loss Proceeds are applied to the payment of the Obligations, any such application of Loss Proceeds to principal shall not extend or postpone the due dates of

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the monthly payments due under the Notes or otherwise under the Loan Documents, or change the amounts of such payments. If Lender elects to apply all of such insurance or condemnation proceeds toward the repayment of the Obligations, the Borrowers shall (subject to compliance with Section 11.4) be entitled to obtain from Lender a Site Release (without representation or warranty) of the applicable Site from the Lien of the Deed of Trust relating to such Site (in which event the Borrowers shall not be obligated to restore the applicable Site pursuant to Section 5.5(B) above) provided that the Borrowers pay to Lender the amount, if any, by which the Release Price for such Site exceeds the Loss Proceeds received by Lender and applied to repayment of the Obligations. Any amount of Loss Proceeds remaining in Lender’s possession after full and final payment and discharge of all Obligations shall be refunded to, or as directed by, the Borrowers or otherwise paid in accordance with applicable law. If the Site is sold at foreclosure or if Lender acquires title to the Site, Lender shall have all of the right, title and interest of the applicable Borrower in and to any Loss Proceeds and unearned premiums on Insurance Policies.

(E) In no event shall Lender be obligated to make disbursements of Loss Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Borrowers, less a retainage equal to the greater of (x) the actual retainage required pursuant to the permitted contract, or (y) ten percent (10%) of such costs incurred until the Restoration has been completed. The retainage shall in no event be less than the amount actually held back by the Borrowers from contractors, subcontractors and materialmen engaged in the Restoration. The retainage shall not be released until Lender is reasonably satisfied that the Restoration has been completed in accordance with the provisions of this Section 5.5 and that all approvals necessary for the re-occupancy and use of the Site have been obtained from all appropriate governmental authorities, and Lender receives final lien waivers and such other evidence reasonably satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the retainage.

Section 5.6 Inspection. Each Borrower shall permit any authorized representatives designated by Lender to visit and inspect during normal business hours its Sites and its business, including its financial and accounting records, and to make copies and take extracts therefrom and to discuss its affairs, finances and business with its officers and independent public accountants (with such Borrower’s representative(s) present), at such reasonable times during normal business hours and as often as may be reasonably requested, provided that same is conducted in such a manner as to not unreasonably interfere with the Borrowers’ business, and in accordance with the applicable Ground Lease, if any. Unless an Event of Default has occurred and is continuing, Lender shall provide advance written notice of at least three (3) Business Days prior to visiting or inspecting any Site or such Borrower’s offices.

Section 5.7 Compliance with Laws and Contractual Obligations. The Borrowers will (A) comply with the requirements of all present and future applicable laws, rules, regulations and orders of any governmental authority in all jurisdictions in which it is now doing business or may hereafter be doing business, other than those laws, rules, regulations and orders the noncompliance with which collectively could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) maintain all licenses and permits now held or hereafter acquired by any Borrower, the loss, suspension, or revocation of which, or

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failure to renew, in the aggregate could have a Material Adverse Effect and (C) perform, observe, comply and fulfill all of its material obligations, covenants and conditions contained in any Contractual Obligation.

Section 5.8 Further Assurances. The Borrowers shall, from time to time, execute and/or deliver such documents, instruments, agreements, financing statements, and perform such acts as Lender at any time may reasonably request to evidence, preserve and/or protect the Collateral at any time securing or intended to secure the Obligations and/or to better and more effectively carry out the purposes of this Loan Agreement and the other Loan Documents.

Section 5.9 Performance of Agreements and Leases. Each Borrower Party shall duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Loan Documents to which it is a party, (ii) under all Material Agreements and Leases and (iii) all other agreements entered into or assumed by such Person in connection with the Sites, and will not suffer or permit any material default or event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in this clause (iii) would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted to terminate or assign any Site Management Agreement which the Borrowers reasonably deem necessary in accordance with prudent business practices, provided that (i) the Borrowers provide written notice to Lender of such determination not later than thirty (30) days prior to such termination or assignment, (ii) together with such notice the Borrowers provide supporting information reasonably acceptable to Lender that immediately following such termination or assignment the DSCR will be equal to or greater than the DSCR immediately prior to such termination or assignment, (iii) if (a) the aggregate Allocated Loan Amount with respect to all Sites affected by the proposed termination or assignment and each such Site for which termination has occurred under this Section 5.9, Section 5.21(A), and Section 5.22(A), would exceed five percent (5%) of the aggregate original Component Principal Balances of all Components of the Loan then outstanding, or (b) at least 90% of the Annualized Run Rate Revenue of the remaining Sites does not consist of revenues from telephony Lessees and non-telephony investment-grade Lessees (taken together), a Rating Agency Confirmation is obtained, and (iv) if during a Special Servicing Period, Servicer approval is obtained. In connection with any sale permitted pursuant to the terms of this Section 5.9, the Borrowers may sell any Other Company Collateral associated with the applicable Site and no longer required in connection with the operation of the Borrowers’ business.

Section 5.10 Leases. Any Rents which constitute Advance Rents Reserve Deposits shall be deposited into the Advance Rents Reserve Sub-Account to be applied in accordance with the Cash Management Agreement. The Borrowers, at Lender’s request, shall furnish Lender with executed copies of all Leases hereafter made. Each new Lease, other than (x) the addition of new sites pursuant to existing master Leases, (y) new Leases in the form of existing Leases with the same tenants, or (z) Governmental Leases, shall specifically provide that such Lease (i) is subordinate to the Deeds of Trust, provided that Lender agrees not to disturb the applicable Tenant’s possession for so long as Tenant is not in default under the terms of the

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applicable lease (as evidenced by an agreement substantially in the form of Exhibit E-1; (ii) that the tenant attorns to Lender; (iii) that the attornment of the tenant shall not be terminated by foreclosure; and (iv) that in no event shall Lender, as holder of the Deeds of Trust or as successor landlord, be liable to the tenant for any act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the date that Lender or any subsequent owner acquires title to the Site. On the Closing Date and at such other times as shall be required by applicable law (including upon replacement of the Manager) or upon the request of a Tenant, Lender shall execute a power of attorney (in the form of Exhibit F) enabling Manager (on behalf of Lender) to execute an agreement (an “SNDA”) providing that Lender agrees not to disturb the applicable tenant’s possession for so long as tenant is not in default under the terms of the applicable lease, substantially in one of the forms described in Exhibit E-2 (with the appropriate information completed therein) without any material changes being made to the form.

Section 5.11 Management Agreement. (A) The Borrowers shall cause Manager to manage the Sites in accordance with the Management Agreement. The Borrowers shall (i) perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of each Borrower to be performed and observed, (ii) promptly notify Lender of any notice to any of the Borrowers of any material default under the Management Agreement of which they are aware, and (iii) prior to termination of the Manager in accordance with Section 5.11(C), Borrowers shall renew the Management Agreement prior to each expiration date thereunder in accordance with its terms. If the Borrowers shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of the Borrowers to be performed or observed, then, without limiting Lender’s other rights or remedies under Loan Agreement or the other Loan Documents, and without waiving or releasing the Borrowers from any of their obligations hereunder or under the Management Agreement, Lender shall have the right, upon prior written notice to the Borrowers, but shall be under no obligation, to pay any sums and to perform any act as may be reasonably appropriate to cause such material conditions of the Management Agreement on the part of the Borrowers to be performed or observed. If the Borrowers fail to renew the Management Agreement, the Lender has the right, but not the obligation, to renew the Management Agreement within ten (10) Business Days’ of receipt of notice from the Manager that the Management Agreement will terminate unless otherwise renewed.

(B) The Borrowers shall not surrender, terminate, cancel, or modify other than non-material changes, the Management Agreement, or enter into any other Management Agreement with any new Manager, other than an Acceptable Manager (under a management agreement substantially similar in all material respects to the initial Management Agreement), or consent to the assignment by the Manager of its interest under the Management Agreement, other than to an Acceptable Manager, in each case without delivery of Rating Agency Confirmations from each of the Rating Agencies and written consent of the Lender. In any case, Borrowers shall deliver to Lender copies of all modifications, amendments and supplements to the Management Agreement promptly upon execution thereof. If at any time Lender consents to the appointment of a new Manager, or if an Acceptable Manager shall become the Manager, such new Manager, or the Acceptable Manager, as the case may be, and the Borrowers shall, as a condition of Lender’s consent, or with respect to an Acceptable Manager, prior to

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commencement of its duties as Manager, execute a subordination of management agreement in substantially the form delivered in connection with the closing of the Loan.

(C) Lender shall have the right to terminate the Management Agreement and require that the Manager be replaced with a Person chosen by the Borrowers (or, if an Event of Default has occurred and is then continuing, Lender) and reasonably acceptable to Lender, upon the earliest to occur of any one or more of the following events: (i) an Event of Default has occurred and is then continuing, (ii) thirty (30) days after notice from Lender to the Borrowers if Manager has engaged in fraud, gross negligence or willful misconduct arising from or in connection with its performance under the Management Agreement, (iii) thirty (30) days after notice from Lender to the Borrowers following the latest Maturity Date of any Component then outstanding, (iv) if the DSCR is less than 1.1:1 as of the end of any calendar quarter and Lender reasonably determines that such decline in the DSCR is primarily attributable to acts or omissions of the Manager rather than factors affecting the Borrowers’ industry generally or (v) a default by the Manager in the performance of its obligations under the Management Agreement, which default could reasonably be expected to have a Material Adverse Effect, and such default remains unremedied for thirty (30) days following written notice to Manager. The appointment of any Person chosen by the Borrowers (or the Lender) to be successor Manager who is not an Affiliate of SBA Parent will require Rating Agency Confirmation. A replacement Manager who satisfies the foregoing shall be an “Acceptable Manager”.

Section 5.12 Deposits; Application of Receipts. The Borrowers will deposit all Receipts into, and otherwise comply with, the Accounts established from time to time hereunder. Subject to Article VII hereof and the Cash Management Agreement, each Borrower shall promptly apply all Receipts to the payment of all current and past due Operating Expenses, and to the repayment of all sums currently due or past due under the Loan Documents, including all payments into the Reserves.

Section 5.13 Estoppel Certificates. (A) Within ten (10) Business Days following a request by Lender, the Borrowers shall provide to Lender a duly acknowledged written statement confirming (i) the amount of the outstanding principal balance of the Loan, (ii) the terms of payment and Maturity Dates of the Notes, (iii) the date to which interest has been paid, (iv) whether any offsets or defenses exist against the Obligations, and if any such offsets or defenses are alleged to exist, the nature thereof shall be set forth in detail and (v) that this Loan Agreement, the Notes, the Deeds of Trust and the other Loan Documents are legal, valid and binding obligations of the Borrower Parties and have not been modified or amended, or if modified or amended, describing such modification or amendments.

(B) Within ten (10) Business Days following a written request by the Borrowers, Lender shall provide to the Borrowers a duly acknowledged written statement setting forth the amount of the outstanding principal balance of the Loan, the date to which interest has been paid, and whether Lender has provided the Borrowers with written notice of any Event of Default. Compliance by Lender with the requirements of this Section shall be for informational purposes only and shall not be deemed to be a waiver of any rights or remedies of Lender hereunder or under any other Loan Document.

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Section 5.14 Indebtedness. The Borrowers will not directly or indirectly create, incur, assume, guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness except for the following (collectively, “Permitted Indebtedness”):

(A) The Obligations;

(B) (i) Unsecured trade payables not evidenced by a note and arising out of purchases of goods or services in the ordinary course of business, (ii) Indebtedness incurred in the financing of equipment or other personal property used at any Site in the ordinary course of business, and (iii) contingent earn-out obligations not to exceed $5,000,000 in the aggregate; provided that (a) each such trade payable is payable not later than ninety (90) days after the original invoice date and is not overdue by more than thirty (30) days, and (b) the aggregate amount of such trade payables and Indebtedness relating to financing of equipment and personal property or otherwise referred to in clauses (i), and (ii) above outstanding does not, at any time, exceed $10,000,000.

In no event shall any Indebtedness other than the Loan be secured, in whole or in part, by the Sites or any portion thereof or interest therein or any proceeds of the foregoing.

Section 5.15 No Liens. The obligations of each Borrower under this Section are in addition to and not in limitation of its obligations under Article XI herein. The Borrowers shall not create, incur, assume or permit to exist any Lien on or with respect to the Sites, any other Collateral or any such direct or indirect ownership interest in the Borrowers, except the Permitted Encumbrances.

Section 5.16 Contingent Obligations. Other than Permitted Indebtedness, no Borrower Party shall directly or indirectly create or become or be liable with respect to any Contingent Obligation.

Section 5.17 Restriction on Fundamental Changes. Except as otherwise expressly permitted in this Loan Agreement, no Borrower Party shall, or shall permit any other Person to, (i) amend, modify or waive any term or provision of such Borrower Party’s partnership agreement, certificate of limited partnership, articles of incorporation, by-laws, articles of organization, operating agreement or other organizational documents so as to violate or permit the violation of the limited-purpose entity provisions set forth in Article IX, unless required by law; or (ii) liquidate, wind-up or dissolve such Borrower Party or Manager.

Section 5.18 Transactions with Related Persons. The Borrowers shall not directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Related Person or with any director, officer or employee of any Borrower Party, except transactions in the ordinary course of business and pursuant to the reasonable requirements of the business of the Borrowers and upon fair and reasonable terms and are no less favorable to any of the Borrowers than would be obtained in a comparable arm’s length transaction with a Person that is not a Related Person. The Borrowers shall not make any payment or permit any payment to be made on behalf of the Borrowers to any Related Person when or as to any time when any Event of Default shall exist

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except as may be permitted by Lender pursuant to the terms of the Cash Management Agreement.

Section 5.19 Bankruptcy, Receivers, Similar Matters.

(A) Voluntary Cases. The Borrower Parties shall not commence any voluntary case under the Bankruptcy Code or under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect.

(B) Involuntary Cases, Receivers, etc. The Borrower Parties shall not apply for, consent to, or aid, solicit, support, or otherwise act, cooperate or collude to cause the appointment of or taking possession by, a receiver, trustee or other custodian for all or a substantial part of the assets of any Borrower. As used in this Loan Agreement, an “Involuntary Borrower Bankruptcy” shall mean any involuntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, in which any Borrower is a debtor or any portion of the Sites is property of the estate therein. The Borrowers shall not file a petition for, consent to the filing of a petition for, or aid, solicit, support, or otherwise act, cooperate or collude to cause the filing of a petition for an Involuntary Borrower Bankruptcy. In any Involuntary Borrower Bankruptcy, no Borrower Party shall, without the prior written consent of Lender, consent to the entry of any order, file any motion, or support any motion (irrespective of the subject of the motion), and the Borrowers shall not file or support any plan of reorganization. The Borrowers having any interest in any Involuntary Borrower Bankruptcy shall do all things reasonably requested by Lender to assist Lender in obtaining such relief as Lender shall seek, and shall in all events vote as directed by Lender. Without limitation of the foregoing, each such Borrower shall do all things reasonably requested by Lender to support any motion for relief from stay or plan of reorganization proposed or supported by Lender.

Section 5.20 ERISA.

(A) No ERISA Plans. None of the Borrower Parties will establish any Employee Benefit Plan or Multiemployer Plan, will commence making contributions to (or become obligated to make contributions to) or become liable with respect to any Employee Benefit Plan or Multiemployer Plan.

(B) Compliance with ERISA. No Borrower Party shall engage in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the IRC.

(C) No Plan Assets. The Borrower Parties shall not at any time during the term of this Loan Agreement become (1) an employee benefit plan defined in Section 3(3) of ERISA whether or not subject to ERISA, (2) a plan as defined in Section 4975(e)(1) of the IRC which is subject to Section 4975 of the IRC, (3) a “governmental plan” within the meaning of Section 3(32) of ERISA or (4) an entity any of whose underlying assets constitute “plan assets” of any such employee benefit plan, plan or governmental plan for purposes of Title I of ERISA, Section 4975 of the IRC or any other statutes applicable to the Borrower Party regulating investments of plans.

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Section 5.21 Ground Leases.

(A) Modification. Except as provided in this Section 5.21, the Borrowers shall not modify or amend any material substantive or economic term of, or, subject to the terms of Section 11.5, terminate, assign or surrender any Ground Lease, in each case without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Any such attempted or purported material modification, amendment, or any surrender or termination of any Ground Lease without Lender’s prior written consent shall be null and void and of no force or effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted, without Lender’s consent, to:

(i) (a) extend the terms of the Ground Leases, add renewal terms or option periods, relocate or correct a related easement, or (b) convert any Ground Lease Site to an Owned Site or Easement Site, in each case, during a Special Servicing Period, with Servicer consent;

(ii) terminate or assign any Ground Lease which the Borrowers reasonably deem necessary in accordance with prudent business practices, provided that (a) the Borrowers provide written notice to Lender of such determination not later than thirty (30) days prior to such termination or assignment, (b) together with such notice the Borrowers provide supporting information reasonably acceptable to Lender that immediately following such termination or assignment the DSCR will be equal to or greater than the DSCR immediately prior to such termination or assignment, (c) if (x) the aggregate Allocated Loan Amount of all Sites affected by the proposed termination or assignment and each such Site for which a termination has occurred under this Section 5.21(A), 5.9, and 5.22(A) would exceed 5% of the aggregate original Component Principal Balances of all Components then outstanding, or (y) at least 90% of the Annualized Run Rate Revenue of the remaining Sites does not consist of revenues from telephony Lessees and non-telephony investment-grade Lessees (taken together), a Rating Agency Confirmation is obtained, and (d) if during a Special Servicing Period, Servicer approval is obtained. In connection with any termination or assignment permitted pursuant to the terms of this Section 5.21(A), the Borrowers may sell any Other Company Collateral associated with the applicable Site and no longer required in connection with the operation of the Borrowers’ business; and

(iii) provided no Event of Default shall have occurred and is then continuing, increase, decrease or reconfigure the area of real property covered by a Ground Lease, and in connection therewith amend and restate the existing Ground Lease or replace the existing Ground Lease (either, an “Amended Ground Lease”), to include such additional real property or reflect such decrease or reconfiguration, provided that such Ground Lease is on commercially reasonable substantive (including, by way of either an estoppel or as provided by the terms of the Amended Ground Lease, such lender protections as were available to Lender in the Ground Lease (or Estoppel delivered in connection therewith) being replaced with the Amended Ground Lease) and economic terms (taking into consideration the additional, reduced or reconfigured real property covered by the Amended Ground Lease), with no reduction in the economic value of the applicable Site, and subject to the following conditions:

(a) Lender shall have received at least ten (10) days’ prior written notice of the execution of the Amended Ground Lease, together with a summary of the economic terms thereof, and, following execution and delivery of the Amended Ground Lease, Lender shall have received a copy of the Amended Ground Lease certified by the applicable Borrower as being true, accurate and complete, together with an estoppel from the applicable Ground Lessor demonstrating that the Amended Ground Lease is in full force and effect;

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(b) if additional property is being added to the Ground Lease, on or prior to execution and delivery of the Amended Ground Lease, Lender shall have received a new or refreshed ASTM compliant Phase I environmental report prepared by a consultant reasonably acceptable to Lender on subject property, together with a Phase II environment assessment report (if any database search Phase I environmental report reveals any condition that in Lender’s reasonable judgment warrants such a report) which concludes that the subject property does not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance, operation or repair of the subject property or the operation thereof as a tower property in full compliance with Environmental Laws) and is not in violation of any Environmental Laws;

(c) if the Ground Lease being replaced is, with respect to a Mortgaged Site, simultaneous with the execution and delivery of the Amended Ground Lease, Lender shall have received an Amended Deed of Trust executed and delivered by a duly authorized officer of the applicable Borrower encumbering the property included under the Amended Ground Lease, together with an endorsement to the existing Title Policy in substantially the form delivered at Closing insuring the lien of the Amended Deed of Trust, or a replacement policy in an amount equal to 125% of the Allocated Loan Amount with respect to such Site, in either case issued by the Title Company and dated as of the date of the Amended Ground Lease;

(d) Borrower shall pay or reimburse Lender for all reasonable costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with such Amended Ground Lease, and all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection therewith; and

(e) if the aggregate Allocated Loan Amount of all Sites for which an Amended Ground Lease has been executed exceeds twenty percent (20%) of the aggregate original Component Principal Balances of the Loan then outstanding, the Borrowers shall deliver a Rating Agency Confirmation to Lender.

(B) Performance of Ground Leases. The Borrowers shall fully perform as and when due each and all of their obligations under each Ground Lease in accordance with the terms of such Ground Lease, and shall not cause or suffer to occur any material breach or default in any of such obligations. The Borrowers shall exercise any option to renew or extend any

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Ground Lease and if the Borrowers elect not to renew a Ground Lease (which shall only be permitted if the Borrowers would be entitled to terminate such Ground Lease pursuant to clause (A) above) the Borrowers shall give Lender thirty (30) days prior written notice of the Borrowers’ intention not to renew such Ground Lease. If the Borrowers fail to renew a Ground Lease which is required to be renewed pursuant to this Section 5.21(B), Lender shall have the right to renew such Ground Lease on behalf of the Borrowers. Notwithstanding that certain of the obligations of the Borrowers under this Loan Agreement may be similar or identical to certain of the obligations of the Borrowers under the Ground Leases, all of the obligations of the Borrowers under this Loan Agreement are and shall be separate from and in addition to its obligations under the Ground Leases.

(C) Notice of Default. If the Borrowers shall have or receive any written notice that any Ground Lease Default has occurred, then the Borrowers immediately shall notify Lender in writing of the same and immediately deliver to Lender a true and complete copy of each such notice. Further, the Borrowers shall provide such documents and information as Lender shall reasonably request concerning the Ground Lease Default.

(D) Lender’s Right to Cure. If any material Ground Lease Default shall occur and be continuing, or if any Ground Lessor asserts that a material Ground Lease Default has occurred (whether or not the Borrowers question or deny such assertion), then, subject to (i) the terms and conditions of the applicable Ground Lease, and (ii) the Borrowers’ right to terminate Ground Leases in accordance with Section 5.21(A) hereof, Lender, upon five (5) Business Days’ prior written notice to the Borrowers, unless Lender reasonably determines that a shorter period (or no period) of notice is necessary to protect Lender’s interest in the Ground Lease, may (but shall not be obligated to) take any action that Lender deems reasonably necessary, including, without limitation, (i) performance or attempted performance of the applicable Borrower’s obligations under the applicable Ground Lease, (ii) curing or attempting to cure any actual or purported Ground Lease Default, (iii) mitigating or attempting to mitigate any damages or consequences of the same and (iv) entry upon the applicable Ground Lease Site for any or all of such purposes. Upon Lender’s request, each Borrower shall submit satisfactory evidence of payment or performance of any of its obligations under each Ground Lease. Lender may pay and expend such sums of money as Lender in its sole discretion deems necessary or desirable for any such purpose, and the Borrowers shall pay to Lender within five (5) Business Days of the written demand of Lender all such sums so paid or expended by Lender, together with interest thereon from the date of expenditure.

(E) Legal Action. The Borrowers shall not commence any action or proceeding against any Ground Lessor or affecting or potentially affecting any Ground Lease or the Borrowers’ or Lender’s interest therein, the effect of which could cause an event of default or termination of any such Ground Lease, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. The Borrowers shall notify Lender immediately if any action or proceeding shall be commenced between any Ground Lessor and any Borrower, or affecting or potentially affecting any Ground Lease or any Borrowers’ or Lender’s interest therein (including, without limitation, any case commenced by or against any Ground Lessor under the Bankruptcy Code). Lender shall have the option, exercisable upon notice from Lender to the Borrowers, to participate in any such action or proceeding with counsel of Lender’s choice. The Borrowers shall cooperate with Lender,

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comply with the reasonable instructions of Lender, execute any and all powers, authorizations, consents or other documents reasonably required by Lender in connection therewith, and shall not settle any such action or proceeding without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed.

(F) Bankruptcy. (i) If any Ground Lessor shall reject any Ground Lease under or pursuant to Section 365 of the Bankruptcy Code, without the Lender’s prior written consent, the Borrowers shall not elect to treat the Ground Lease as terminated but shall elect to remain in possession of the applicable Ground Lease Site and the leasehold estate under such Ground Lease. The lien of the Deed of Trust covering such Site does and shall encumber and attach to all of the Borrowers’ rights and remedies at any time arising under or pursuant to Section 365 of the Bankruptcy Code, including without limitation, all of such Borrowers’ rights to remain in possession of such Site and the leasehold estate.

(ii) The Borrowers acknowledge and agree that in any case commenced by or against the Borrowers under the Bankruptcy Code, Lender by reason of the liens and rights granted under the Deed of Trust covering such Site and the Loan Documents shall have a substantial and material interest in the treatment and preservation of such Borrowers’ rights and obligations under such Ground Lease, and that such Borrower shall, in any such bankruptcy case, provide to Lender immediate and continuous reasonably adequate protection of such interests. Each Borrower and Lender agree that such adequate protection shall include but shall not necessarily be limited to the following:

(a) Lender shall be deemed a party to the Ground Lease (but shall not have any obligations thereunder) for purposes of Section 365 of the Bankruptcy Code, and shall, provided that, prior to an Event of Default, no such action by Lender would adversely and materially affect the Borrowers’ ability to prosecute, or defend, any such claims asserted therein, have standing to appear and act as a party in interest in relation to any matter arising out of or related to the Ground Lease or such Site.

(b) The Borrowers shall serve Lender with copies of all notices, pleadings and other documents relating to or affecting the Ground Lease or the applicable Site. Any notice, pleading or document served by the Borrowers on any other party in the bankruptcy case shall be contemporaneously served by such Borrower on Lender, and any notice, pleading or document served upon or received by such Borrower from any other party in the bankruptcy case shall be served by such Borrower on Lender promptly upon receipt by such Borrower.

(c) Upon written request of Lender, the Borrowers shall assume the Ground Lease, and shall take such steps as are necessary to preserve such Borrower’s right to assume the Ground Lease, including without limitation using commercially reasonable efforts to obtain extensions of time to assume or reject the Ground Lease under Subsection 365(d) of the Bankruptcy Code to the extent it is applicable.

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(G) If the Borrowers or the applicable Ground Lessor seeks to reject any Ground Lease or have the Ground Lease deemed rejected, then prior to the hearing on such rejection Lender shall, subject to applicable law, be given no less than twenty (20) days’ notice and opportunity to elect in lieu of rejection to have the Ground Lease assumed and assigned to a nominee of Lender. If Lender shall so elect to assume and assign the Ground Lease, then the Borrowers shall, subject to applicable law, continue any request to reject the Ground Lease until after the motion to assume and assign has been heard. If Lender shall not elect to assume and assign the Ground Lease, then Lender may, subject to applicable law, obtain in connection with the rejection of the Ground Lease a determination that the applicable Ground Lessor, at Lender’s option, shall (1) agree to terminate the Ground Lease and enter into a new lease with Lender on the same terms and conditions as the Ground Lease, for the remaining term of the Ground Lease, or (2) treat the Ground Lease as breached and provide Lender with the rights to cure defaults under the Ground Lease and to assume the rights and benefits of the Ground Lease.

Each Borrower shall join with and support any request by Lender to grant and approve the foregoing as necessary for adequate protection of Lender’s interests. Notwithstanding the foregoing, Lender may seek additional terms and conditions, including such economic and monetary protections as it deems reasonably appropriate to adequately protect its interests, and any request for such additional terms or conditions shall not delay or limit Lender’s right to receive the specific elements of adequate protection set forth herein.

Each Borrower hereby appoints Lender as its attorney in fact to act on behalf of Lender in connection with all matters relating to or arising out of the assumption or rejection of any Ground Lease, in which the other party to the lease is a debtor in a case under the Bankruptcy Code. This grant of power of attorney is present, unconditional, irrevocable, durable and coupled with an interest.

Section 5.22 Easements.

(A) Modification. Except as provided in this Section 5.22, the Borrowers shall not modify or amend any material substantive or economic terms of, or, subject to the terms of Section 11.5, terminate or surrender any Easement, in each case without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed. Any such attempted or purported material modification, amendment, or any surrender or termination of any Easement without Lender’s prior written consent shall be null and void and of no force or effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted, without Lender’s consent, to:

(i) (a) extend the terms of the Easement, add renewal terms or option periods, relocate or correct the Easement, in each case on commercially reasonable substantive and economic terms, and (b) convert any Easement Site to an Owned Site or Ground Lease Site, in each case, during a Special Servicing Period, with Servicer consent;

(ii) terminate or assign any Easement which the Borrowers reasonably deem necessary in accordance with prudent business practices, provided that (a) the Borrowers provide written notice to Lender of such determination not later than thirty (30) days prior to such termination or assignment, (b) together with such notice the Borrowers provide

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supporting information reasonably acceptable to Lender that immediately following such termination or assignment the DSCR will be equal to or greater than the DSCR immediately prior to such termination or assignment, (c) if (x) the aggregate Allocated Loan Amount of all Sites affected by the proposed termination or assignment and each such Site for which a termination has occurred under this Section 5.22(A), 5.9, and 5.21(A) would exceed 5% of the aggregate original Component Principal Balances of all Components then outstanding, or (y) at least 90% of the Annualized Run Rate Revenue of the remaining Sites does not consist of revenues from telephony Lessees and non-telephony investment-grade Lessees (taken together), a Rating Agency Confirmation is obtained, and (d) if during a Special Servicing Period, Servicer approval is obtained. In connection with any termination permitted pursuant to the terms of this Section 5.22(A), the Borrowers may sell any Other Company Collateral associated with the applicable Site and no longer required in connection with the operation of the Borrowers’ business.

(iii) provided no Event of Default shall have occurred and is then continuing, increase the area of real property covered by an Easement, and in connection therewith amend and restate or replace the existing agreement establishing the Easement (an “Amended Easement”), to include such additional real property, provided that such Amended Easement is on commercially reasonable substantive and economic terms (taking into consideration the additional real property covered by the Amended Easement), and subject to the following conditions:

(a) Lender shall have received at least ten (10) days’ prior written notice of the execution of the Amended Easement, together with a summary of the economic terms thereof, and, following execution and delivery of the Amended Easement, Lender shall have received a copy of the Amended Easement certified by the applicable Borrower as being true, accurate and complete;

(b) on or prior to execution and delivery of the Amended Easement, Lender shall have received a new or refreshed ASTM compliant Phase I environmental report prepared by a consultant reasonably acceptable to Lender on the real property to be included under the Amended Easement, together with a Phase II environment assessment report (if any database search Phase I environmental report reveals any condition that in Lender’s reasonable judgment warrants such a report) which concludes that the subject property does not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance, operation or repair of the subject property or the operation thereof as a tower property in full compliance with Environmental Laws) and is not in violation of any Environmental Laws;

(c) if the Easement being replaced is with respect to a Mortgaged Site, on or prior to execution and delivery of the Amended Easement, Lender shall have received a current survey (together with legal description) for the property proposed to be included under the Amended Easement, certified to the title company and Lender and their successors and assigns, prepared by a professional land surveyor licensed in the state in which the applicable Site is located;

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(d) if the Easement being replaced is with respect to a Mortgaged Site, simultaneous with the execution and delivery of the Amended Easement, Lender shall have received an Amended Deed of Trust executed and delivered by a duly authorized officer of the applicable Borrower encumbering the property included under the Amended Easement, together with an endorsement to the existing Title Policy in substantially the form delivered at Closing insuring the lien of the Amended Deed of Trust, or a replacement policy in an amount equal to 125% of the Allocated Loan Amount with respect to such Site, in either case issued by the Title Company and dated as of the date of the Amended Easement issued by the Title Company and dated as of the date of the Amended Easement;

(e) Borrowers shall pay or reimburse Lender for all reasonable costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with such Amended Easement, and all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection therewith; and

(f) if the aggregate Allocated Loan Amount of all Sites for which an Amended Easement has been executed exceeds twenty percent (20%) of the aggregate original Component Principal Balances of the Loan then outstanding, the Borrowers shall deliver a Rating Agency Confirmation to Lender.

(B) Performance of Easements. The Borrowers shall fully perform as and when due each and all of its obligations under each Easement in accordance with the terms of such Easement, and shall not cause or suffer to occur any material breach or default in any of such obligations. Notwithstanding that certain of the obligations of the Borrowers under this Loan Agreement may be similar or identical to certain of the obligations of the Borrowers under the Easements, all of the obligations of the Borrowers under this Loan Agreement are and shall be separate from and in addition to its obligations under the Easements.

(C) Notice of Default. If the Borrowers shall have or receive any written notice that any material Easement Default has occurred, then the Borrowers immediately shall notify Lender in writing of the same and immediately deliver to Lender a true and complete copy of each such notice. Further, the Borrowers shall provide such documents and information as Lender shall reasonably request concerning the Easement Default.

(D) Lender’s Right to Cure. If any material Easement Default shall occur and be continuing, or if the fee owner asserts that a material Easement Default has occurred (whether or not the Borrowers question or deny such assertion), then, subject to the terms and conditions of the applicable Easement Lender, upon five (5) Business Days’ prior written notice to the Borrowers, unless Lender reasonably determines that a shorter period (or no period) of notice is necessary to protect Lender’s interest in the Easement, may (but shall not be obligated to) take any action that Lender deems reasonably necessary, including, without limitation, (i) performance or attempted performance of the applicable Borrower’s obligations under the applicable Easement, (ii) curing or attempting to cure any actual or purported Easement Default, (iii) mitigating or attempting to mitigate any damages or consequences of the same and (iv) entry

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upon the applicable Site for any or all of such purposes. Upon Lender’s request, each Borrower shall submit satisfactory evidence of payment or performance of any of its obligations under each Easement. Lender may pay and expend such sums of money as Lender in its sole discretion deems necessary or desirable for any such purpose, and the Borrowers shall pay to Lender within five (5) Business Days of the written demand of Lender all such sums so paid or expended by Lender, together with interest thereon from the date of expenditure at the Default Rate.

Section 5.23 Lender’s Expenses. The Borrowers shall pay, on demand by Lender, all Administrative Fees and all other reasonable out-of-pocket expenses, charges, costs and fees (including reasonable attorneys’ fees and expenses) in connection with the negotiation, documentation, closing, administration, servicing, enforcement interpretation, and collection of the Loan and the Loan Documents, and in the preservation and protection of Lender’s rights hereunder and thereunder. Without limitation the Borrowers shall pay all costs and expenses, including reasonable attorneys’ fees, incurred by Lender in any case or proceeding under the Bankruptcy Code (or any law succeeding or replacing any of the same).

Section 5.24 Post-Closing Covenants.

(A) Agreements. Not later than thirty (30) days following the Closing Date, Lender shall have received a list of all Material Agreements in existence as of the Closing Date and, to the extent requested by Lender, copies thereof.

(B) Leases. Not later than thirty (30) days following the Closing Date, Lender shall have received or be provided with access to an electronic database containing true, correct and complete copies of the Leases, as amended in existence as of the Closing Date.

(C) Ground Leases. Not later than thirty (30) days following the Closing Date, Lender shall have received or be provided with access to an electronic database containing true and complete copies of each of the Ground Leases, in existence as of the Closing Date, certified by the Initial Borrower.

(D) Electionic Database. The electronic database referred to in Subsections (B) and (D) above shall be updated by the Borrowers, or by the Manager on behalf of the Borrowers, at least quarterly.

(E) Assignments of Leases and Rents. Not later than ninety (90) days following the Closing Date, at its own expense, the Initial Borrower shall have caused to be filed and/or recorded in the appropriate jurisdictions (i) assignments of leases and rents sufficient to create for the benefit of Lender a perfected lien on the Initial Borrower’s interest in any and all Leases now existing or subsequently entered into in respect of the Other Pledged Sites and the right to receive and collect the revenues, income and rents arising from the Other Pledged Sites and (ii) assignments of the foregoing assignments from the Lender to the Trustee sufficient to assign such lien to the Trustee for the benefit of the Certificateholders.

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ARTICLE VI

RESERVES

Section 6.1 Security Interest in Reserves; Other Matters Pertaining to Reserves. (A) The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers’ right, title and interest in and to the Account Collateral, including the Reserves, as security for payment and performance of all of the Obligations hereunder and under the Notes and the other Loan Documents. The Reserves constitute Account Collateral and are subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents pertaining to Account Collateral.

(B) In addition to the rights and remedies provided in Article VII and elsewhere herein, upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Reserves and other Account Collateral as are provided for in any of the Loan Documents or under any applicable law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of an Event of Default, Lender in its sole and absolute discretion, may use the Reserves and other Account Collateral (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations including Administrative Fees in such order as Lender may determine in its sole discretion; provided, however, that such application of funds shall not cure or be deemed to cure any default and provided, further, that any payments applied to the interest or principal of the Loan shall be made in accordance with items (iii) and (ix) through (xi) of Section 3.3(a) of the Cash Management Agreement; (ii) reimbursement of Lender for any actual losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default; (iii) payment for the work or obligation for which such Reserves and other Account Collateral were reserved or were required to be reserved; and (iv) application of the Reserves and other Account Collateral in connection with the exercise of any and all rights and remedies available to Lender at law or in equity or under this Loan Agreement or pursuant to any of the other Loan Documents. Nothing contained in this Loan Agreement shall obligate Lender to apply all or any portion of the funds contained in the Reserves and other Account Collateral during the continuance of an Event of Default to payment of the Loan or in any specific order of priority, provided that any payments applied to interest or principal of the Loan shall be made in accordance with items (iii) and (ix) through (xi) of Section 3.3(a) of the Cash Management Agreement.

Section 6.2 Funds Deposited with Lender.

(A) Interest, Offsets. Except only as expressly provided otherwise herein, all funds of the Borrowers which are deposited with Central Account Bank as Reserves hereunder shall be held by Central Account Bank in one or more Permitted Investments, such Permitted Investments, prior to an Event of Default, to be made as directed by the Borrowers. All interest which accrues on the Reserves shall be taxable to the Borrowers and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. The amount of actual losses sustained on a liquidation of a Permitted Investment shall be deposited by the Borrowers into the Central Account (with regard to losses sustained in the Central Account) no later than three (3) Business Days following such

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liquidation. Additional provisions pertaining to investments are set forth in Article VII. After repayment of all of the Obligations, all funds held as Reserves will be promptly returned to, or as directed by, the Borrowers.

(B) Funding at Closing. The Borrowers shall deposit with Lender the amounts necessary to fund each of the Reserves as set forth below. Deposits into the Reserves at Closing may occur by deduction from the amount of the Loan that otherwise would be disbursed to the Initial Borrower, followed by deposit of the same into the applicable Sub-Account or Account of the Central Account in accordance with the Cash Management Agreement on the Closing Date. Notwithstanding such deductions, the initial Principal Amount of the Loan shall be deemed for all purposes to be fully disbursed at Closing.

(C) Funding upon any Addition. The Borrowers shall deposit, upon the Addition of any Additional Sites or Additional Borrower Sites, any amounts necessary to fully fund the Reserves described below after giving effect to any increase in the Reserves made to reflect such Addition. Deposits into the Reserves on any Additional Closing Date may occur by deduction from the amount of the Loan Increase that would be disbursed to the Borrowers. Notwithstanding such deductions, the Loan Increase shall be deemed for all purposes to be fully disbursed at the Additional Closing.

Section 6.3 Impositions and Insurance Reserve. On the Closing Date, the Initial Borrower shall deposit with Central Account Bank $3,428,518 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit monthly, on each Due Date commencing on the Payment Date in January 2006, the amount of charges (as reasonably estimated by Lender) for all Impositions and all Insurance Premiums (provided that any amounts in respect of blanket policies shall include only that portion of Insurance Premiums allocated to the coverage provided for the Borrowers and the Sites) payable in the ensuing calendar month with respect to the Sites hereunder (said funds, together with any interest thereon and additions thereto, the “Impositions and Insurance Reserve”). In connection with the addition of any Additional Site or Additional Borrower Sites, the Borrowers shall deposit a sum of money sufficient (together with future monthly deposits) to make the payment of Impositions and Insurance Premiums with respect to the applicable Sites at least ten (10) Business Days prior to the date initially due, and deliver to Lender an Officer’s Certificate setting forth in reasonable detail the calculation of the required sums to be deposited into the Impositions and Insurance Reserve with respect to the Sites to be added. The Borrowers shall also deposit with Central Account Bank within ten (10) Business Days of the written demand by Lender, to be added to and included within the Impositions and Insurance Reserve, a sum of money which Lender reasonably estimates, together with such monthly deposits, will be sufficient to make the payment of all Impositions and all Insurance Premiums (but, with respect to blanket policies, only that portion of the Insurance Premiums allocated to the coverage provided for the Borrowers and the Sites) at least ten (10) Business Days prior to the date initially due. The Borrowers shall provide Lender with bills or a statement of amounts in respect of Impositions and Insurance Premiums due for the next calendar month which shall be accompanied by an Officer’s Certificate and such other documents as may be reasonably required to establish the amounts required to be paid in the following calendar month at least five (5) days prior to the date on which each payment shall first become subject to penalty or interest if not paid, or if paid, copies of paid bills. So long as (i) no Event of Default has occurred and is continuing, (ii) the Borrowers have provided Lender

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with the foregoing materials in a timely manner, and (iii) sufficient funds are held by Lender for the payment of the Impositions and Insurance Premiums relating to the Sites, as applicable, Lender shall at the Borrowers’ election, (x) pay said items, (y) disburse to the Borrowers from such Reserve an amount sufficient to pay said items, or (z) reimburse the Borrowers for items previously paid by the Borrowers. Interest shall accrue in favor of the Borrowers on funds in the Impositions and Insurance Reserve. The Imposition and Insurance Reserve shall be deposited into the Imposition and Insurance Reserve Sub-Account and applied in accordance with the Cash Management Agreement.

Section 6.4 Advance Rents Reserve Sub-Account. On the Closing Date, the Borrowers shall deposit with Central Account Bank $3,258,286 and, pursuant to the Cash Management Agreement, the Borrowers shall deposit, or instruct Central Account Bank to deposit on each Due Date the amount of the Advance Rents Reserve Deposit for such Due Date, such amounts to be deposited into a sub-account of the Central Account (said sub-account, the “Advance Rents Reserve Sub-Account”), and such amounts (the “Advance Rents Reserve”) shall be held, allocated and disbursed in accordance with the terms and conditions of the Cash Management Agreement. The Advance Rents Reserve Sub-Account shall be under the sole dominion and control of Lender and/or its designee including any Servicer, and the Borrowers shall have no rights to control or direct the investment or payment of funds therein except as expressly provided herein.

Section 6.5 Cash Trap Reserve. If a Cash Trap Condition shall occur, then, from and after the date that it is determined that a Cash Trap Condition has occurred (which shall be based upon the financial reporting required to be delivered pursuant to Section 5.1(A)(iv)) and for so long as such Cash Trap Condition continues to exist, all Excess Cash Flow (except as otherwise expressly provided below) shall be deposited with Lender (or its Servicer or agent) and held in the Central Account in accordance with the terms of the Cash Management Agreement (said funds, together with any interest thereon, the “Cash Trap Reserve”). A “Cash Trap Condition” shall exist at such time as the Lender determines that as of last day of any calendar quarter the Debt Service Coverage Ratio is equal to or less than the Cash Trap DSCR, and shall continue to exist until the Lender determines that the Debt Service Coverage Ratio exceeds the Cash Trap DSCR for two (2) consecutive calendar quarters. Upon the commencement of an Amortization Period, Lender will apply any amounts in the Cash Trap Reserve on the next Due Date (i) first, to the reimbursement or payment of the Trustee and the Servicer for any amounts due to the Trustee or the Servicer on such Due Date and (ii) second, in the manner provided in Section 3.3(a) of the Cash Management Agreement for Available Funds. Any funds on deposit in the Cash Trap Reserve shall continue to be held as additional Collateral in accordance with this Section 6.5. Provided that no Event of Default exists and Lender determines that the Cash Trap DSCR test has been satisfied for two (2) consecutive calendar quarters (as determined above), any funds remaining in the Cash Trap Reserve shall be released to the Borrowers. The existence of a Cash Trap Condition shall be determined by Lender in its reasonable good faith determination. Notwithstanding the foregoing, during a Cash Trap Condition or an Amortization Period the Lender may apply Excess Cash Flow or amounts in the Cash Trap Reserve to the payment of contingent earn-out obligations of the Borrowers, in the Lender’s sole discretion.

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ARTICLE VII

DEPOSIT ACCOUNT;

LOCK BOX ACCOUNT; CASH MANAGEMENT

Section 7.1 Establishment of Deposit Account and Central Account.

(A) (i) Deposit Account. On or before the Closing Date, one or more deposit accounts, which shall be Eligible Accounts, shall be established at the Borrowers’ sole cost and expense, or designated from existing accounts of the Borrowers, in either case with the Lender as secured party hereunder (said accounts, and any accounts replacing same in accordance with this Loan Agreement and the Deposit Account Agreement, collectively, the “Deposit Account”) with one or more financial institutions reasonably approved by Lender (collectively, the “Deposit Bank”), pursuant to one or more agreements (collectively, the “Deposit Account Agreement”) substantially similar to Lender’s form or otherwise in form and substance reasonably acceptable to Lender, executed and delivered by the Borrowers and the Deposit Bank. The Deposit Account shall be under the sole dominion and control of Lender (which dominion and control may be exercised by Servicer). Among other things, the Deposit Account Agreement shall provide that the Borrowers shall have no access to or control over the Deposit Account, that all available funds on deposit in the Deposit Account shall be transferred by wire transfer (or transfer via the ACH System) on each Business Day of each calendar week (or if such day is not a Business day, the next such day that is a Business Day) by the Deposit Bank into the Central Account, for application in accordance with the Cash Management Agreement. The Deposit Bank and the Central Account Bank shall be directed to deliver to the Borrowers copies of bank statements and other information made available by the Deposit Bank and the Central Account Bank concerning the Deposit Account and the Central Account, respectively.

(ii) Each Tenant occupying space at the Sites shall be, or has been, instructed, by irrevocable written direction, in form and substance reasonably acceptable to Lender, to pay all Rents and other amounts owed to Borrowers directly to the Deposit Account, unless Lender shall otherwise direct in writing. The Borrowers shall, or shall cause Manager to, send direction letters to each Tenant until each such Tenant commences paying all required amounts to the Deposit Account, and, if any Tenant ceases to pay such amounts to the Deposit Account for three (3) consecutive months, shall send additional direction letters to the applicable Tenant, until such Tenant complies with such irrevocable written directions. The Borrowers shall cause any and all other Receipts to be deposited promptly into the Deposit Account and in no event later than two (2) Business Days after receipt thereof by the Borrowers or Manager. To the extent that the Borrowers or any Person on their behalf holds any Receipts, whether in accordance with this Loan Agreement or otherwise, the Borrowers shall be deemed to hold the same in trust for Lender for the protection of the interests of Lender hereunder and under the Loan Documents.

(iii) The Borrowers shall pay all reasonable out-of-pocket costs and expenses incurred by Lender in connection with the transactions and other matters contemplated by this Section 7.1, including but not limited to, Lender’s reasonable attorneys’ fees and expenses, and all reasonable fees and expenses of the Deposit Bank and the Central Account Bank, including without limitation their reasonable attorneys’ fees and expenses.

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(B) Central Account. On or before the Closing Date, pursuant to the terms of the Cash Management Agreement, the Borrowers shall establish an Eligible Account in the name of Lender, as secured party hereunder, to serve as the “Central Account” (said account, and any account replacing the same in accordance with this Loan Agreement and the Cash Management Agreement, the “Central Account”; and the depositary institution in which the Central Account is maintained, the “Central Account Bank”). The Central Account shall be under the sole dominion and control of Lender (which dominion and control may be exercised by Servicer); and except as expressly provided hereunder or in the Cash Management Agreement, the Borrowers shall not have the right to control or direct the investment or payment of funds therein during the continuance of an Event of Default. Lender may elect to change any financial institution in which the Central Account shall be maintained if such institution is no longer an Eligible Bank, upon not less than five (5) Business Days’ notice to the Borrowers. The Central Account shall be deemed to contain such sub-accounts as Lender may designate (“Sub-Accounts”), which may be maintained as separate ledger accounts and need not be separate Eligible Accounts. The Sub-Accounts shall include the “Reserve Sub Accounts” as more particularly described in the Cash Management Agreement. The “Reserve Sub-Accounts” shall include the Sub-Accounts of the Central Account established for the purpose of holding funds in the Reserves including: (a) the “Imposition and Insurance Reserve Sub-Account”, (b) the “Cash Trap Reserve Sub-Account”, (c) the “Advance Rents Reserve Sub-Account” and (d) the “Loss Proceeds Reserve Sub-Account”.

Section 7.2 Application of Funds in Central Account. Funds in the Central Account shall be allocated to the Sub-Accounts or the other Accounts (or paid, as the case may be) in accordance with the Cash Management Agreement.

Section 7.3 Application of Funds After Event of Default. If any Event of Default shall occur and be continuing, then notwithstanding anything to the contrary in this Section or elsewhere, Lender shall have all rights and remedies available under applicable law and under the Loan Documents. Without limitation of the foregoing, for so long as an Event of Default exists, Lender may apply any and all funds held by or on behalf of Lender, including but not limited to Reserves, Receipts in the Deposit Account, the Central Account, the Cash Trap Reserve Sub Account, the Advance Rents Reserve Sub-Account, the Imposition and Insurance Reserve Sub-Account, the Loss Proceeds Reserve Sub-Account and any other Accounts or Sub-Accounts against all or any portion of any of the Obligations, in any order, provided that any payments applied to interest or principal of the Loan shall be made in accordance with the priority set forth in items (iii) and (ix) through (xi) of Section 3.3(a) of the Cash Management Agreement.

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ARTICLE VIII

DEFAULT, RIGHTS AND REMEDIES

Section 8.1 Event of Default.

“Event of Default” shall mean the occurrence or existence of any one or more of the following:

(A) Scheduled Payments. Failure of the Borrowers to pay any principal or interest on the Loan when the same is due under this Loan Agreement, the Notes, or any other Loan Documents; or

(B) Other Payments. Failure of the Borrowers to pay any other amount from time to time owing under this Loan Agreement, the Notes, or any other Loan Documents (other than amounts subject to the preceding paragraph) within ten (10) days after such amounts become due; or

(C) Breach of Reporting Provisions. Failure of any Borrower Party to perform or comply with any term or condition contained in Section 5.1 which continues for a period of ten (10) days after written notice to the Borrowers; or

(D) Breach of Covenants. A default shall occur in the performance of or compliance with any covenant contained in this Loan Agreement (other than a default already described in another subsection of this Section 8.1) or the other Loan Documents by any Borrower, Guarantor, or SBA Holdings and such default is reasonably likely to cause a Material Adverse Effect and such default is not fully cured within thirty (30) days after receipt by the Borrowers of written notice from Lender of such default; provided, however, if such default is reasonably susceptible of cure, but not within such thirty (30) day period, then the Borrower, the Guarantor, or SBA Holdings as applicable, may be permitted up to an additional one hundred twenty (120) days to cure such default provided that the Borrower, the Guarantor, or SBA Holdings, if applicable, diligently and continuously pursues such cure; or

(E) Breach of Warranty. Any representation, warranty, certification or other statement made by any Borrower Party in any Loan Document or in any statement or certificate at any time given in writing pursuant to or in connection with any Loan Document is false as of the date made and such breach is reasonably likely to cause a Material Adverse Effect, provided that such breach shall not constitute an Event of Default if such breach is reasonably susceptible of cure and within forty-five (45) days after receipt by the Borrowers of written notice from Lender of such default, such Borrower Party takes such action as may be required to make such representation, warranty, certification or other statement to be true as made, which may include removing the affected Site by effectuating a Release, Substitution or Other Pledged Site Substitution subject to the terms of Section 11.4, Section 11.5 or Section 11.6, respectively; or

(F) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court enters a decree or order for relief with respect to any Borrower Party in an Involuntary Borrower Bankruptcy, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law unless dismissed within ninety (90) days; (ii) the occurrence and

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continuance of any of the following events for ninety (90) days unless dismissed or discharged within such time: (x) an Involuntary Borrower Bankruptcy is commenced, (y) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Borrower Party, or over all or a substantial part of its or their property, is entered, or (z) an interim receiver, trustee or other custodian is appointed without the consent of any Borrower Party, for all or a substantial part of the property of such Person; or

(G) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) An order for relief is entered with respect to any Borrower Party, or any Borrower Party commences a voluntary case under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for any Borrower Party, or for all or a substantial part of the property of any Borrower Party; (ii) any Borrower Party makes any assignment for the benefit of creditors; or (iii) the Board of Directors or other governing body of any Borrower Party adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this subsection 8.1(G); or

(H) Bankruptcy Involving Ownership Interests or Sites. Other than as described in either of Subsections 8.1(F) or 8.1(G), all or any portion of the Collateral (other than Ground Lease Sites for which the Ground Lessor is the subject of a bankruptcy proceeding or Easement Sites in which the grantor is the subject of a bankruptcy proceeding) becomes property of the estate or subject to the automatic stay in any case or proceeding under the Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (provided that if the same occurs in the context of an involuntary proceeding, it shall not constitute an Event of Default if it is dismissed or discharged within ninety (90) days following its occurrence); or

(I) Solvency. Any Borrower Party ceases to be solvent or admits in writing its present or prospective inability to pay its debts as they become due; or

(J) Judgment and Attachments. Any lien, money judgment, writ or warrant of attachment, or similar process is entered or filed against any Borrower Party or any of its assets which claim is not fully covered by insurance (other than with respect to the amount of commercially reasonable deductibles permitted hereunder), would have a Material Adverse Effect and remains undischarged, unvacated, unbonded or unstayed for a period of forty-five (45) days; or

(K) Injunction. The Borrowers are enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting all or any material part of their business and such order continues for more than thirty (30) days; or

(L) Invalidity of Loan Documents. This Loan Agreement, any Deed of Trust or any of the Loan Documents for any reason ceases to be in full force and effect or ceases to be a legally valid, binding and enforceable obligation of any Borrower or any Lien securing

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the Obligations shall, in whole or in part, cease to be a perfected first priority Lien, subject to the Permitted Encumbrances (except in any of the foregoing cases in accordance with the terms hereof or under any other Loan Document) which is reasonably likely to have a Material Adverse Effect, and the Borrowers do not take all actions requested by Lender to correct such defect within ten (10) days after the written request by Lender to take such action, or any Borrower Party, denies that it has any further liability (as distinguished from denial of the existence of a Default or Event of Default) under any Loan Documents to which it is party, or gives notice to such effect; or

(M) Default under Management Agreement. Any breach or default shall occur in the material obligations of the Borrowers under the Management Agreement, and such breach or default either is of such a nature or continues for such a period of time beyond applicable notice and cure periods, if any, that Manager shall have the right to exercise material remedies as a consequence thereof; or

(N) Ground Lease. Any default by the Borrowers beyond any applicable grace period shall occur under any Ground Lease, which such default is reasonably likely to cause a Material Adverse Effect and the Borrowers have not effectuated a Release or Substitution of such affected Site within forty-five (45) days of the expiration of such grace period or, subject to Section 5.21 or Section 11.5, any actual or attempted surrender, termination, modification or amendment of any Ground Lease without Lender’s prior written consent; or

(O) Easements. Any default by the Borrowers beyond any applicable grace period shall occur under any Easement, which such default is reasonably likely to cause a Material Adverse Effect and the Borrowers have not effectuated a Release or Substitution of such affected Site within forty-five (45) days of the expiration of such grace period or, subject to Section 5.22 or Section 11.5, any actual or attempted surrender, termination, modification or amendment of any Easement without Lender’s prior written consent.

If more than one of the foregoing paragraphs shall describe the same condition or event, then Lender shall have the right to select which paragraph or paragraphs shall apply. In any such case, Lender shall have the right (but not the obligation) to designate the paragraph or paragraphs which provide for non-written notice (or for no notice) or for a shorter time to cure (or for no time to cure).

Section 8.2 Acceleration and Remedies. (A) Upon the occurrence and during the continuance of any Event of Default described in any of Subsections 8.1(F), 8.1(G), or 8.1(H), the unpaid principal amount of and accrued interest and fees on the Loan and all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other requirements of any kind, all of which are hereby expressly waived by the Borrowers. Upon and at any time after the occurrence of any other Event of Default, at the option of Lender, which may be exercised without notice or demand to anyone, all of the Loan and all or any portion of the other Obligations shall immediately become due and payable.

(B) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender

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against the Borrowers under this Loan Agreement (including Article X hereof) or any of the other Loan Documents, or at law or in equity, may be exercised by Lender at any time and from time to time, whether or not all or any of the Obligations shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Sites. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) to the fullest extent permitted by law, Lender shall not be subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against each Site and the Deeds of Trust have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Obligations or the Obligations have been paid in full.

(C) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Deeds of Trust in any manner and for any amounts secured by the Deeds of Trust then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event the Borrowers default beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Deed of Trust to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Deed of Trust or any of them to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Deed of Trust as Lender may elect. Notwithstanding one or more partial foreclosures, the Site shall remain subject to the Deed of Trust to secure payment of sums secured by the Deed of Trust and not previously recovered.

(D) During the continuance of an Event of Default, Lender shall have the right from time to time to sever any Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. The Borrowers shall execute and deliver to Lender from time to time, within ten (10) days after the request of Lender, a severance agreement and such other documents as Lender shall reasonably request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. The Borrowers hereby absolutely and irrevocably appoint Lender as their true and lawful attorney-in-fact, coupled with an interest, in their name and stead to make and execute all documents reasonably necessary to effect the aforesaid severance if the Borrowers fail to do so within ten (10) days of Lender’s written request, the Borrowers ratifying all that their said attorney-in-fact shall do by virtue thereof.

(E) Any amounts recovered from the Sites or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine, provided that any

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payments applied to interest or principal of the Loan shall be made in accordance with the priority set forth in items (iii) and (iv) through (xi) of Section 3.3(a) of the Cash Management Agreement.

(F) The rights, powers and remedies of Lender under this Loan Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against the Borrowers pursuant to this Loan Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to the Borrowers shall not be construed to be a waiver of any subsequent Default or Event of Default by the Borrowers or to impair any remedy, right or power consequent thereon.

Section 8.3 Performance by Lender. (A) Upon the occurrence and during the continuance of an Event of Default, if any of the Borrowers shall fail to perform, or cause to be performed, any material covenant, duty or agreement contained in any of the Loan Documents (subject to applicable notice and cure periods), Lender may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrowers including making protective advances on behalf of any Borrower, or, in its sole discretion, causing the obligations of any of the Borrowers to be satisfied with the proceeds of any Reserve. In such event, the Borrowers shall, at the request of Lender, promptly pay to Lender, or reimburse, as applicable, any of the Reserves, any actual amount reasonably expended or disbursed by Lender in such performance or attempted performance, together with interest thereon at the Default Rate (including reimbursement of any applicable Reserves), from the date of such expenditure or disbursement, until paid. Any amounts advanced or expended by Lender to perform or attempt to perform any such matter shall be added to and included within the indebtedness evidenced by the applicable Notes and shall be secured by all of the Collateral securing the applicable Loan. Notwithstanding the foregoing, it is expressly agreed that Lender shall not have any liability or responsibility for the performance of any obligation of the Borrowers under this Loan Agreement or any other Loan Document, and it is further expressly agreed that no such performance by Lender shall cure any Event of Default hereunder.

(B) Lender may cease or suspend any and all performance required of Lender under the Loan Documents upon and at any time after the occurrence and during the continuance of any Event of Default.

Section 8.4 Evidence of Compliance. Promptly following request by Lender, each Borrower shall provide such documents and instruments as shall be reasonably satisfactory to Lender to evidence compliance with any material provision of the Loan Documents applicable to the Borrowers.

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ARTICLE IX

LIMITED-PURPOSE, BANKRUPTCY-REMOTE REPRESENTATIONS,

WARRANTIES AND COVENANTS

Section 9.1 Applicable to Borrowers. The Borrowers hereby represent, warrant and covenant as of the Closing Date and until such time as all Obligations are paid in full, that absent express advance written waiver from Lender, which may be withheld in Lender’s sole discretion, that each Borrower:

(A) is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business;

(B) has no judgments or liens of any nature against it except for tax liens not yet due and those permitted by the terms of the Loan Documents;

(C) is in compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Loan Agreement, has received all permits necessary for it to operate;

(D) is not involved in any dispute with any taxing authority;

(E) has paid all taxes which it owes;

(F) has never owned any real property other than the property that is the subject of the current transaction (“Property”), other similar properties that it no longer owns and personal property necessary or incidental to its development, ownership or operation of the Property, and has never engaged in any business other than the development, ownership and operation of the Property and other similar properties that it no longer owns;

(G) is not now, nor has ever been, a defendant in any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full;

(H) has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition;

(I) has obtained a current Phase I environmental site assessment prepared consistent with ASTM Practice E 1527-00 respecting the Properties and the environmental site assessment has not identified any recognized environmental conditions that require further investigation or remediation;

(J) has no material contingent or actual obligations not related to the Property;

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(K) from the date of such entity’s formation (which, in the case of the Initial Borrower, was March 15, 2000) to the date of this Agreement that it:

(i) except for capital contributions and distributions properly reflected on the books and records of the Borrower, has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party;

(ii) has paid all of its debts and liabilities from its own assets;

(iii) has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence;

(iv) has maintained all of its books, records, financial statements and since _____, its bank accounts separate from those of any other Person;

(v) has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party);

(vi) has corrected any known misunderstanding regarding its status as a separate entity;

(vii) has conducted all of its business and held all of its assets in its own name;

(viii) has not identified itself or any of its affiliates as a division or part of the other;

(ix) has maintained and utilized separate stationery, invoices and checks bearing its own name;

(x) has not commingled its funds or other assets with those of any other Person and has held all of its funds or other assets in its own name other than any improper deposits by third parties which have been promptly corrected;

(xi) has not guaranteed or become obligated for the debts of any other Person with respect to debts that are still outstanding or will not be discharged as a result of the Closing of the Loan other than the Loan;

(xii) has not held itself out as being responsible for the debts or material obligations of any other Person with respect to debts or obligations that are still outstanding or will not be discharged as a result of the Closing of the Loan other than the Loan;

(xiii) has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party;

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(xiv) has not pledged its assets to secure the obligations of any other Person with respect to obligations that are still outstanding or will not be discharged as a result of the Closing of the Loan other than the Loan;

(xv) has maintained adequate capital in light of its contemplated business operations;

(xvi) has not incurred any indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents; and

(xvii) has not had any of its obligations guaranteed by an affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents; and

(L) from the date of its formation or incorporation to the date of this Loan Agreement and until such time as all Obligations are paid in full, that:

(i) each Tower located on one of the Properties has been and will be leased to tenants either pursuant to a separate Lease or pursuant to an individual site lease (or other similarly titled agreement) (“Site Lease”) under a master lease to which only a Borrower is a party as lessor;

(ii) each such separate Lease and each Site Lease is a separate lease relating to a single Tower;

(iii) no such separate Lease or Site Lease is cross-collateralized or cross-defaulted with any Lease or Site Lease respecting another Tower; and

(iv) no Affiliate of Borrower has guaranteed any of Borrower’s obligations under any such separate Lease or Site Lease.

Section 9.2 Applicable to Borrower Parties. In addition to their respective obligations under Section 9.1, each of the Borrowers hereby represents, warrants and covenants as of the Closing Date and until such time as all Obligations are paid in full, that absent express advance written waiver from Lender, which may be withheld in Lender’s sole discretion:

(A) Each of the Borrowers, SBA Holdings, and Guarantor shall not, without the prior unanimous written consent of its board of directors, including its two (2) Independent Directors, institute proceedings for itself to be adjudicated bankrupt or insolvent; consent to the institution of bankruptcy or insolvency proceedings against it; file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself or a substantial part of its property; make any assignment for the benefit of creditors; or admit in writing its inability to pay its debts generally as they become due; and

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(B) Each Borrower, SBA Holdings and Guarantor has elected and at all times shall maintain at least two (2) Independent Directors on its board of directors, who shall be selected by such Borrower, SBA Holdings, or Guarantor, as applicable.

ARTICLE X

PLEDGE OF OTHER COMPANY COLLATERAL

Section 10.1 Grant of Security Interest/UCC Collateral. The Borrowers hereby pledge, assign and grant to Lender a security interest in and to all of the Borrowers’ fixtures and personal property including, but not limited to all, (i) equipment in all of its forms, now or hereafter existing, all parts thereof and all accessions thereto, including but not limited to machinery, towers, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock, (ii) of the Borrowers’ fixtures now existing or hereafter acquired, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures on or above the Sites described herein and all real property now owned or hereafter acquired by the Borrowers and all substitutes and replacements for, accessions, attachments and other additions to, tools, parts, and equipment used in connection with, and all proceeds, products, and increases of, any and all of the foregoing Collateral (including, without limitation, proceeds which constitute property of the types described herein), (iii) accounts now or hereafter existing, (iv) inventory now or hereafter existing, (v) general intangibles (other than Site Management Agreements) now or hereafter existing, (vi) investment property now or hereafter existing, (vii) deposit accounts now or hereafter existing, (viii) chattel paper now or hereafter existing, (ix) instruments now owned or hereafter existing, (x) Site Management Agreements now or hereafter existing (including all rights to payment thereunder, but excluding any other rights that cannot be assigned without third party consent under such Site Management Agreements), and (xi) the equity interests of any subsidiary of any Borrower now owned or hereafter existing and the proceeds of the foregoing) (collectively, the “Other Company Collateral”), as security for payment and performance of all of the Obligations. The Other Company Collateral is subject to the security interest in favor of Lender created herein and all provisions of this Loan Agreement and the other Loan Documents. The Borrowers hereby authorize Lender to file such financing statements as Lender shall deem reasonably necessary to perfect Lender’s interest in the Other Company Collateral. Upon the occurrence and during the continuance of any Event of Default, Lender shall have all rights and remedies pertaining to the Other Company Collateral as are provided for in any of the Loan Documents or under any applicable law including, without limitation Lender’s rights of enforcement with respect to the Other Company Collateral or any part thereof, exercising its rights of enforcement with respect to the Other Company Collateral or any part thereof under the UCC as amended (or under the UCC in force in any other state to the extent the same is applicable law) and in conjunction with, in addition to, or in substitution for, such rights and remedies of the following:

(A) Lender may enter upon the Borrowers’ premises to take possession of, assemble and collect the Other Company Collateral or to render it unusable.

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(B) Lender may require the Borrowers to assemble the Other Company Collateral and make it available at a place Lender designates which is mutually convenient to allow Lender to take possession or dispose of the Other Company Collateral.

(C) Written notice mailed to the Borrowers as provided herein at least five (5) days prior to the date of public sale of the Other Company Collateral or prior to the date after which private sale of the Other Company Collateral will be made shall constitute reasonable notice.

(D) In the event of a foreclosure sale, the Other Company Collateral and the other Sites may, at the option of Lender, be sold as a whole.

(E) It shall not be necessary that Lender take possession of the Other Company Collateral or any part thereof prior to the time that any sale pursuant to the provisions of this section is conducted and it shall not be necessary that the Other Company Collateral or any part thereof be present at the location of such sale.

(F) Prior to application of proceeds of disposition of the Other Company Collateral to the Obligations, such proceeds shall be applied to the reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing and the like and the reasonable attorneys’ fees and legal expenses incurred by Lender.

(G) Any and all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of the Obligations or as to the occurrence of any default, or as to Lender having declared all of such Obligations to be due and payable, or as to notice of time, place and terms of sale and of the properties to be sold having been duly given, or as to any other act or thing having been duly done by Lender, shall be taken as prima facie evidence of the truth of the facts so stated and recited.

(H) Lender may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Lender, including the sending of notices and the conduct of the sale, but in the name and on behalf of Lender.

ARTICLE XI

RESTRICTIONS ON LIENS, TRANSFERS; ASSUMABILITY;

RELEASE OF PROPERTIES

Section 11.1 Restrictions on Transfer and Encumbrance. Except as expressly permitted under this Article XI, transfers of Sites among the Borrowers (provided that appropriate amendments to the Loan Documents are delivered in connection with such transfer as are necessary to continue Lender’s first priority perfected security interest in the Collateral), and Leases entered into as permitted hereunder, the Borrowers shall not cause or suffer to occur or exist, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, any sale, transfer, mortgage, pledge, Lien or encumbrance (other than the Permitted Encumbrances) of (i) all or any part of the Sites or any interest therein (except in connection with a termination

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permitted pursuant to Section 5.9, 5.21(A) or 5.22(A)), or (ii) any direct or indirect ownership or beneficial interest in any Borrower, the Guarantor or SBA Holdings, irrespective of the number of tiers of ownership without Lender’s consent and receipt of a Rating Agency Confirmation.

Section 11.2 Transfers of Beneficial Interests. The following voluntary or involuntary sales, encumbrances, conveyances, transfers and pledges (each, a “Transfer”) of a direct, indirect or beneficial interest shall be permitted without Lender’s consent (“Permitted Ownership Interest Transfers”):

(A) A Transfer of no more than forty-nine percent (49%) of the direct or indirect ownership interests in SBA Holdings (in the aggregate) and the related indirect transfers of its direct or indirect subsidiaries.

(B) A Transfer or a series of Transfers that result in the proposed transferee, together with Affiliates of such transferee, owning in the aggregate (directly or indirectly) more than forty-nine percent (49%) of the economic and beneficial interests in SBA Holdings and its direct or indirect subsidiaries; and, provided that such Transfer shall not be a Permitted Ownership Interest Transfer unless Lender receives, prior to such Transfer, both (x) evidence reasonably satisfactory to Lender (which shall include a legal non-consolidation opinion reasonably acceptable to Lender and the Rating Agencies) that the single purpose nature and bankruptcy remoteness of the Borrowers, the Guarantor, and SBA Holdings (and their members and general partners, as applicable) following such Transfer or Transfers will be the same as prior to such Transfer or Transfers and (y) a Rating Agency Confirmation (and during a Special Servicing Period, Servicer consent).

(C) Any transfer or issuance of stock of SBA Parent, or the issuance of additional capital stock of SBA Parent (including common or preferred shares).

Section 11.3 Defeasance. At any time prior to the Anticipated Repayment Date for any Component then outstanding, the Borrowers may defease all Components of the Loan at any time, as of the last day of an Interest Accrual Period, in accordance with the following provisions:

(A) Lender shall have received from the Borrowers not less than thirty (30) days’ prior written notice specifying the date proposed for such defeasance and the amount which is to be defeased (which amount must represent the aggregate Component Principal Balance of all then outstanding Components of the Loan).

(B) The Borrowers shall also pay to Lender all interest due through and including the last day of the Interest Accrual Period during which such defeasance is being made, together with any and all other amounts due and owing pursuant to the terms of the Loan Documents, including, without limitation, then outstanding Administrative Fees and any costs incurred in connection with a defeasance.

(C) No Event of Default shall have occurred and be continuing.

(D) The Borrowers shall (i) deliver Federal Obligations sufficient to make the Scheduled Defeasance Payments to Lender and (ii) deliver to Lender (1) a security agreement, in

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form and substance reasonably satisfactory to Lender, creating a first priority lien on the Federal Obligations purchased by Borrowers in accordance with the terms of this Section 11.3 (the “Security Agreement”); (2) an Officer’s Certificate certifying that the requirements set forth in this Section 11.3 have been satisfied; (3) an opinion of counsel for the Borrowers in form and substance reasonably satisfactory to Lender stating, among other things, that Lender has a first priority perfected security interest in the Federal Obligations; (4) a certificate, in form and substance reasonably satisfactory to Lender from an independent certified public accountant confirming that the requirements of Section 11.3(B) and (D)(i) have been satisfied; and (5) such other certificates, documents, opinions or instruments as Lender may reasonably request.

(E) Lender shall have received a Rating Agency Confirmation.

(F) If the Borrowers will continue to own any assets other than the Federal Obligations delivered to Lender, the Borrowers shall establish or designate a special-purpose bankruptcy-remote successor entity reasonably acceptable to Lender (the “Successor Borrowers”), with respect to which a substantive nonconsolidation opinion satisfactory to Lender has been delivered to Lender and the Borrowers shall transfer and assign to the Successor Borrowers all obligations, rights and duties under the Notes and the Security Agreement, together with the pledged Federal Obligations. The Successor Borrowers shall assume the obligations of the Borrowers under the Notes and the Security Agreement and the Borrowers shall be relieved of their obligations hereunder and thereunder. The Borrowers shall pay Ten and No/100 Dollars ($10.00) to the Successor Borrowers as consideration for assuming such Borrowers obligations.

(G) The Borrower shall deliver an opinion of counsel to the effect that the defeasance will not constitute a “significant modification” of the Loan or a “deemed exchange” of the Notes under section 1001 of the IRC.

Section 11.4 Release of Sites.

(A) Defeasance; Prepayments with Loss Proceeds. If (x) the Borrowers defease all Components pursuant to Section 11.3 hereof or (y) a prepayment is made pursuant to Section 5.5(C) hereof, Lender shall, promptly upon satisfaction of all the following terms and conditions execute, acknowledge and deliver to the Borrowers a release of the applicable Loan Documents with respect to the Sites, in the case of a defeasance, or the Sites to be released pursuant to such prepayment with Loss Proceeds, in the case of a prepayment, in recordable form with respect to the Sites or the applicable Site, for such Release:

(i) In the event of a prepayment of the Loan in part, but not in whole with Loss Proceeds, Lender shall have received payment of all then outstanding Administrative Fees together with the Release Price on the date proposed for such prepayment, which (to the extent not applied to satisfy Administrative Fees) shall be applied in accordance with Section 2.4(A).

(ii) Except for prepayments which are made contemporaneously with the application of Loss Proceeds towards the payment of the Loan where such Loss Proceeds constitute at least fifty percent (50%) of the Release Price, Lender shall have received from

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the Borrowers evidence in form and substance satisfactory to Lender that (1) following such release, the percentage of Operating Revenues from the remaining Sites represented by telephony tenants and non-telephony investment grade tenants (taken together) is 90% or greater, (2) if any of the remaining Sites are subject to a Ground Lease, such Ground Leases will have an average remaining term (including all available extensions) of not less than the average remaining term of Sites subject to Ground Leases prior to such Release (excluding any Ground Leases of an original term of 90 years or greater in duration), (3) the Maintenance Capital Expenditures for the remaining Sites (taken together and averaged on a per site basis) are not materially greater than the Maintenance Capital Expenditures for the Sites (taken together and averaged on a per site basis) prior to such Release, and (4) after giving effect to the Release, the Debt Service Coverage Ratio is at least equal to the Debt Service Coverage Ratio as of the date immediately preceding the Release, unless, in each case, the Borrowers shall have delivered Rating Agency Confirmation. The foregoing statements, calculations, and information shall be accompanied by an Officer’s Certificate stating that the statements, calculations and information comprising such evidence are true, correct and complete in all respects.

(iii) The Borrowers shall, at their sole expense, prepare any and all documents and instruments necessary to effect the Release, all of which shall be subject to the reasonable approval of Lender, and the Borrowers shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or endorsement premiums) in connection with the review, execution and delivery of the Release.

(iv) No Event of Default has occurred and is continuing, unless the proposed Release will cure such Event of Default.

(B) Site Dispositions. The Borrowers shall be permitted, without Lender’s consent, to sell or dispose (x) prior to the second anniversary of the Closing Date, Sites having an Allocated Loan Amount of up to $10,000,000 which are deemed necessary in accordance with prudent business practices, (y) on or after the second anniversary of the Closing Date, any Sites which are deemed necessary in accordance with prudent business practices, and (z) any Sites in order to cure a breach of any representation, warranty or other Default with respect to such Site, and Lender shall, promptly upon satisfaction of all the following terms and conditions execute, acknowledge and deliver to the Borrowers a Release for the applicable Site provided that, together with the payment of all then outstanding Administrative Fees, the Borrowers prepay the Loan in an amount equal to the Release Price on the date proposed for such sale or disposition, together with any Yield Maintenance due on a prepayment made on such date required by Section 2.6. Such prepayment (to the extent not applied to satisfy Administrative Fees) shall be applied in the manner provided in Section 2.6(A). The following additional conditions must also be satisfied:

(i) The Borrowers provide written notice to Lender of such disposition not later than thirty (30) days prior to such sale.

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(ii) Together with such notice the Borrowers provide supporting information reasonably acceptable to Lender that following such sale the DSCR will be equal to or greater than the DSCR immediately prior to such sale.

(iii) If the aggregate Allocated Loan Amount of (x) each such Site for which a sale has occurred under this Section 11.4(B), and (y) the Site for which a sale is proposed is greater than five percent (5%) of the aggregate original Component Principal Balances of all Components of the Loan then outstanding, the Borrowers have delivered a Rating Agency Confirmation.

(iv) Following such sale such Site is not held by any Affiliate of the Borrowers (unless such sale is effectuated to cure a Default, in which event the Sites so sold may be owned by an Affiliate of the Borrowers).

(v) If the proposed sale is during a Special Servicing Period, the Servicer approves of such sale.

(vi) The Borrowers shall, at their sole expense, prepare any and all documents and instruments necessary to effect such disposition, all of which shall be subject to the reasonable approval of Lender, and the Borrowers shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or endorsement premiums) in connection with the review, execution and delivery of such disposition.

In connection with any disposition permitted pursuant to the terms of this Section 11.4(B), the Borrowers may sell any Other Company Collateral associated with the applicable Mortgaged Site and no longer required in connection with the operation of the Borrower’s business, and the net proceeds of sale (after reasonable and customary expenses and payment of any then outstanding Administrative Fees) of any Mortgaged Site and Other Company Collateral pursuant to the terms of this Section 11.4 shall be deemed “Receipts” for all intents and purposes under Loan Agreement and shall be applied in accordance with the terms of the Cash Management Agreement.

(C) Payment in Full of Components of the Loan Having the Same Numerical Designation. In connection with the payment in full of the Component Principal Balance of the Components of the Mortgage Loan having the same numerical designation, the Borrowers may sell or dispose of Sites selected by the Borrowers, upon satisfaction of the following conditions:

(i) Lender shall have received from the Borrowers evidence in form and substance satisfactory to Lender that (1) following such release, the percentage of Operating Revenues from the remaining Sites represented by telephony tenants and non-telephony investment grade tenants (taken together) is 90% or greater, (2) if any of the remaining Sites are subject to a Ground Lease, such Ground Leases will have an average remaining term (including all available extensions) of not less than the average remaining term of Sites (including all available extensions) subject to Ground Leases prior to such Release (in both cases, excluding any Ground Leases of an original term of 90 years or greater in duration),

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(3) the Maintenance Capital Expenditures for the remaining Sites (taken together and averaged on a per site basis) are not materially greater than the Maintenance Capital Expenditures for the Sites (taken together and averaged on a per site basis) prior to such Release, and (4) after giving effect to the Release, the Debt Service Coverage Ratio is at least equal to the Debt Service Coverage Ratio as of the date immediately preceding the Release, or, in each case, the Borrowers shall have delivered Rating Agency Confirmation.

(ii) No Event of Default has occurred and is continuing and no Amortization Period that commenced as the result of the occurrence of an event described in clause (i) of the definition thereof is continuing.

(iii) If a Special Servicing Period is in effect, Servicer consent has been obtained.

(iv) if any Components will remain outstanding after giving effect to such prepayment, the Borrowers shall have delivered Rating Agency Confirmation to the Lender.

(v) Lender shall have received payment of all then outstanding Administrative Fees.

(vi) The Borrowers shall, at their sole expense, prepare any and all documents and instruments necessary to effect the Release, all of which shall be subject to the reasonable approval of Lender, and the Borrowers shall pay all costs reasonably incurred by Lender (including, but not limited to, reasonable attorneys’ fees and disbursements, title search costs or endorsement premiums) in connection with the review, execution and delivery of the Release.

(vii) On or prior to the date of the proposed Release, the Borrowers shall deliver an Officer’s Certificate dated as of the date of the proposed Release certifying that the requirements set forth in this Section 11.4(C) have been satisfied and that the foregoing statements, calculations, and information shall be accompanied by an Officer’s Certificate stating that the statements, calculations and information comprising such evidence are true, correct and complete in all respects.

(viii) Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, Lender shall execute, acknowledge and deliver to the Borrowers a Release with respect to such Sites.

(D) Release of Borrower upon Release of Sites. Upon the Release of all Sites of any Borrower pursuant to this Section 11.4, such Borrower may released and discharged from all Obligations under the Loan Documents and the Notes (a “Borrower Release”), with Rating Agency Confirmation and the consent of the Lender (such determination to be made by the Servicer in accordance with the Servicing Standard).

Section 11.5 Substitution of a Mortgaged Site. (A) Subject to the terms and conditions set forth in this Section 11.5, the Borrowers shall have the right to obtain a release of the lien of the applicable Deed of Trust (and the related Loan Documents) encumbering one or more Mortgaged Sites and dispose of such Mortgaged Sites (for purposes of this section only, hereinafter referred to as, the “Substituted Sites”) by (i) substituting therefor one or more

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properties of like kind and quality (which shall include, among other things, the geographic diversity of the Substituted Sites and markets and submarkets with, among other similarities, similar demographics, populations, absorption trends, accessibility and visibility) or (ii), with respect to any of the Ground Lease Sites, subjecting the applicable Borrower’s interest in such Ground Lease Site to the lien of a security instrument in favor of Lender as security for the Loan (individually, a “Replacement Site” and, collectively, the “Replacement Sites”). In addition, any such substitution (each, a “Substitution”) shall be subject, in each case, to the satisfaction of the following conditions precedent:

(A) No Amortization Period or Event of Default shall have occurred and be continuing, unless the release of the Substituted Site will cure such Event of Default.

(B) The Borrowers shall have given Lender at least forty five (45) days prior written notice of its election to seek a Substitution.

(C) Lender shall have received a copy of the instrument conveying to the applicable Borrower the transferred interests and, if such instrument creates a leasehold interest or an easement interest in favor of the Borrowers, such instrument shall be reasonably satisfactory to Lender, contain such Lender protections as are contained in similar instruments accepted by Lender at Closing, and is accompanied by an estoppel or similar instrument reasonably satisfactory to Lender.

(D) The Borrowers shall have executed, acknowledged and delivered to Lender (i) a mortgage, a deed of trust, or a deed to secure debt, as applicable, with respect to the Replacement Sites, so as to effectively create upon recording and filing valid and enforceable liens upon the Replacement Sites, of first priority, in favor of Lender (or such other trustee as may be desired under local law), subject only to the Permitted Encumbrances, (ii) an environmental indemnity with respect to the Replacement Sites, (iii) written confirmation from SBA Holdings and the Guarantor regarding such Substitution, (iv) modifications to the Loan Documents as Lender deems desirable to properly reflect the Substitution, and (v) such other documents and agreements as reasonably requested to evidence the Substitution. The security instrument and environmental indemnity shall be in the same form and substance as the counterparts of such documents executed and delivered with respect to the Substituted Sites, subject to modifications reflecting the Replacement Sites as the property that is the subject of such documents and such modifications reflecting the laws of the State in which the Replacement Sites are located.

(E) Lender shall have received (i) a title insurance policy (or a marked, signed and predated commitment to issue such title insurance policy) reasonably satisfactory to Lender insuring the lien of the security instrument encumbering the Replacement Sites, issued by the Title Company and dated as of the date of the Substitution, and (ii) reasonably requested endorsements to the title policies delivered to Lender in connection with the Deeds of Trust to reflect the Substitution. Lender also shall have received copies of paid receipts showing that all premiums in respect of such endorsements and title insurance policies have been paid.

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(F) The Borrowers shall deliver or cause to be delivered to Lender resolutions, if any are required, authorizing the Substitution and any actions taken in connection with such Substitution.

(G) Lender shall have received such opinions as may be reasonably requested with respect to the Loan Documents delivered with respect to the Replacement Sites, the Borrower’s qualification, and authorization substantially in the form delivered at Closing, together with an update of the insolvency opinion delivered at the Closing indicating that the Substitution does not affect the opinions set forth therein, and an opinion of counsel stating that the Substitution does not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under Section 1001 of the IRC.

(H) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the Substitution and the Borrowers shall have paid all Rating Agency fees, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the Substitution.

(I) Lender shall have received a new or refreshed ASTM compliant Phase I environmental report prepared by a consultant reasonably acceptable to Lender on the Replacement Site, together with a Phase II environment assessment report (if any database search Phase I environmental report reveals any condition that in Lender’s reasonable judgment warrants such a report) which concludes that any such Replacement Site does not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance or repair of the subject property) and is not in material violation of any Environmental Laws.

(J) Lender shall have received a physical conditions report with respect to the Replacement Sites from a nationally recognized structural consultant approved by Lender in a form recognized and approved by Lender prior to such release and Substitution stating that the Replacement Sites and its use comply in all material respects with applicable legal requirements of the Governmental Authorities customarily provided in such reports and that the Replacement Sites is in good condition and repair and free of damage or waste.

(K) If (1) the aggregate Allocated Loan Amount of all Substituted Sites and Substituted Other Pledged Sites during any calendar year exceeds five percent (5%) of the monthly average of the Principal Amount of the Loan for such calendar year (with any excess limit permitted to be carried over into subsequent years, subject to an aggregate limit of 25% of the monthly average of the principal amount of the Loan for the previous five (5) year period, provided that, if the date of determination is less than five years from the Closing Date, such calculation shall be based on the monthly average of the principal amount of the Loan for the period from the Closing Date to the previous calendar month), (2) the percentage of Operating Revenues from the applicable Replacement Sites represented by telephony tenants and non-telephony investment grade tenants (taken together) is not 90% or greater, (3) the Substitute Sites will be subject to a Ground Lease with a term (including all available extensions) of less than the average remaining term of all other Sites subject to Ground Leases (excluding any Ground

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Leases of an original term of 90 years or greater in duration), (4) the weighted average remaining term of the Leases with respect to the Replacement Sites is not equal to or longer than the weighted average remaining term of the Leases with respect to all other Sites, (5) the Maintenance Capital Expenditures for the Replacement Sites (taken together and averaged on a per site basis) are materially greater than the Maintenance Capital Expenditures for the Substituted Sites, (6) after giving effect to the Substitution, the Debt Service Coverage Ratio of the Loan is not at least equal to the Debt Service Coverage Ratio of the Loan as of the date immediately preceding the Substitution or (7) the aggregate value of the Replacement Sites, as established by the Borrowers to the reasonable satisfaction of Lender, shall not be at least equal to the aggregate value of the Substituted Sites as of the date immediately preceding the Substitution (such valuation to be performed in a manner consistent with industry standards for the valuation of tower Sites), the Borrowers shall have delivered Rating Agency Confirmation.

(L) On or prior to the date of Substitution, the Borrowers shall deliver an Officer’s Certificate dated as of the date of Substitution certifying that the requirements set forth in this Section 11.5 have been satisfied and remaking the representations and warranties set forth in Sections 4.5 through 4.8, Section 4.25(A) (if a Substituted Site is a Ground Lease Site) and 4.26 (if a Substituted Site is an Easement Site) with respect to the Substituted Site as of that date.

(M) Immediately following such Substitution, the Substituted Sites will be owned by a Person other than the Borrowers or any of their Affiliates (unless such Substitution is effectuated to cure a Default, in which event the Substituted Sites may be owned by an Affiliate of the Borrowers).

(N) If during a Special Servicing Period, the Servicer consents to such Substitution.

(O) Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, (i) Lender will release its lien from the Substituted Sites, (ii) the Replacement Sites shall be deemed to be “Mortgaged Sites” hereunder, (iii) all references herein to the Deeds of Trust shall include the applicable security instrument encumbering the Replacement Sites, and (iv) the applicable Allocated Loan Amount with respect to the Substituted Sites shall be deemed to be the Allocated Loan Amount with respect to the Replacement Sites for all purposes hereunder.

Section 11.6 Substitution of Other Pledged Sites. Subject to the terms and conditions set forth in this Section 11.6, the Borrowers shall have the right to transfer Other Pledged Sites (for purposes of this section only, hereinafter referred to as, the “Substituted Other Pledged Site”) by substituting therefor one or more properties of like kind and quality (which shall include, among other things, the geographic diversity of the Substituted Other Pledged Site and markets and submarkets with, among other similarities, similar demographics, populations, absorption trends, accessibility and visibility) (individually, a “Replacement Other Pledged Site” and collectively, the “Replacement Other Pledged Sites”). In addition, any such substitution (each an “Other Pledged Site Substitution”) shall be subject, in each case, to the satisfaction of the following conditions precedent:

(A) No Amortization Period or Event of Default shall have occurred and be continuing, unless the release of the Substituted Other Pledged Site will cure such Event of Default.

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(B) The Borrowers shall have given Lender at least forty-five (45) days prior written notice of its election to seek an Other Pledged Site Substitution.

(C) Lender shall have received a copy of the instrument conveying to the applicable Borrower the transferred interests.

(D) The Borrowers shall deliver or cause to be delivered to Lender resolutions, if any are required, authorizing the Other Pledged Site Substitution and any actions taken in connection with such Other Pledged Site Substitution.

(E) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the Other Pledged Site Substitution.

(F) Lender shall have received a new or refreshed ASTM compliant Phase I environmental report prepared by a consultant reasonably acceptable to Lender on Replacement Other Pledged Site (if any database search Phase I environmental report reveals any condition that in Lender’s reasonable judgment warrants such a report) which concludes that the subject property does not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance or repair of the subject property) and is not in material violation of any Environmental Laws.

(G) Lender shall have received a physical conditions report with respect to the Replacement Other Pledged Site from a nationally recognized structural consultant approved by Lender in a form recognized and approved by Lender prior to such release and Other Pledged Site Substitution stating that the Replacement Other Pledged Site and its use comply in all material respects with applicable legal requirements of the Governmental Authorities customarily provided in such reports and that the Replacement Other Pledged Site is in good condition and repair and free of damage or waste.

(H) On or prior to the date of the Other Pledged Site Substitution, the Borrowers shall deliver an Officer’s Certificate dated as of the date of Other Pledged Site Substitution certifying that the requirements set forth in this Section 11.6 have been satisfied.

(I) On or prior to the date of the Other Pledged Site Substitution, the Borrowers shall deliver an opinion of counsel stating that the Other Pledged Site Substitution does not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under Section 1001 of the IRC.

(J) If (1) the aggregate Allocated Loan Amount of all Substituted Other Pledged Sites and Substituted Sites during any calendar year exceeds five percent (5%) of the monthly average of the Principal Amount of the Loan for such calendar year (with any excess limit permitted to be carried over into subsequent years, subject to an aggregate limit of 25% of the monthly average of the principal amount of the Loan for the previous five (5) year period,

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provided that, if the date of determination is less than five years from the Closing Date, such calculation shall be based on the monthly average of the principal amount of the Loan for the period from the Closing Date to the previous calendar month), (2) the percentage of Operating Revenues from the applicable Replacement Other Pledged Site represented by telephony tenants and non-telephony investment grade tenants (taken together) is not 90% or greater, (3) the Substituted Other Pledged Site will be subject to a Ground Lease with a term (including all available extensions) of less than the average remaining term of all other Sites subject to Ground Leases (excluding any Ground Leases of an original term of 90 years or greater in duration), (4) the weighted average remaining term of the Leases with respect to the Replacement Other Pledged Sites is not equal to or longer than the weighted average remaining term of the Leases with respect to all other Sites, (5) the Maintenance Capital Expenditures for the Replacement Other Pledged Sites (taken together and averaged on a per site basis) are materially greater than the Maintenance Capital Expenditures for the Substituted Other Pledged Site, (6) after giving effect to the Substitution, the Debt Service Coverage Ratio of the Loan is not at least equal to the Debt Service Coverage Ratio of the Loan as of the date immediately preceding the Substitution, or (7) the aggregate value of the Replacement Other Pledged Site, as established by the Borrowers to the reasonable satisfaction of Lender, shall not be at least equal to the aggregate value of the Substituted Other Pledged Site as of the date immediately preceding the Other Pledged Site Substitution (such valuation to be performed in a manner consistent with industry standards for the valuation of tower Sites), the Borrowers shall have delivered Rating Agency Confirmation.

(K) Immediately following such Other Pledged Site Substitution, the Substituted Other Pledged Site will be owned by a Person other than the Borrowers or any of their Affiliates (unless such Other Pledged Site Substitution is effectuated to cure a Default, in which event the Substituted Other Pledged Site may be owned by an Affiliate of the Borrowers).

(L) If during a Special Servicing Period, the Servicer consents to such Substitution.

(M) Lender shall have received a title insurance policy (or a marked, signed and predated commitment to issue such title insurance policy) reasonably satisfactory to Lender insuring the Borrower’s interest in the Replacement Other Pledged Site for an amount equal to the aggregate Allocated Loan Amount of the Replacement Other Pledged Site, issued by the Title Company and dated as of the date of the Substitution, provided that a title insurance policy which is substantially similar in form and substance to the title policies in respect of the Substituted Other Pledged Site shall be satisfactory to the Lender, and not require additional endorsements. Lender also shall have received copies of paid receipts showing that all premiums in respect of such title insurance policies have been paid.

(N) Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, the Replacement Other Pledged Site shall be deemed to be an “Other Pledged Site” hereunder.

Section 11.7 Addition of an Additional Site or Additional Borrower Site. The Borrowers may acquire interests in properties (including land and Improvements) and related facilities or a subsidiary of the Guarantor that owns interests in properties (including land

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and Improvements) and related facilities may become an Additional Borrower in accordance with Section 2.3 (each, an “Addition”) subject, in each case, to the satisfaction of the following conditions precedent:

(A) If the Addition is with respect to any Additional Site or Additional Borrower Site that is to be a Mortgaged Site:

(i) No Event of Default, event that with the passage of time or the giving of notice will become an Event of Default or Amortization Period, then exists, is continuing, or would be caused by the Addition.

(ii) In the case of an Additional Site, Lender shall have received a copy of the instrument conveying to the applicable Borrower the transferred interests and, if such instrument creates a leasehold interest or an easement interest in favor of the applicable Borrower, such instrument shall be reasonably satisfactory to Lender, contain such Lender protections as are contained in similar instruments accepted by Lender at the Closing, and is accompanied by an estoppel or similar instrument reasonably satisfactory to Lender.

(iii) The Borrowers shall have executed, acknowledged and delivered to Lender (a) a mortgage, a deed of trust, or a deed to secure debt, as applicable, with respect to the Additional Sites or Additional Borrower Sites, so as to effectively create upon recording and filing valid and enforceable liens upon the Additional Sites or Additional Borrower Sites, as the case may be, of first priority, in favor of Lender (or such other trustee as may be desired under local law), subject only to the Permitted Encumbrances, (b) an environmental indemnity with respect to the Additional Sites or Additional Borrower Sites, (c) written confirmation from SBA Holdings and the Guarantor regarding such Addition, and (d) modifications to the Loan Documents as Lender deems desirable to properly reflect the Addition. The security instrument and environmental indemnity shall be in the same form and substance as the counterparts of such documents executed and delivered with respect to the Sites on the Closing Date, subject to modifications reflecting the Additional Sites or Additional Borrower Sites as the property that is the subject of such documents and such modifications reflecting the laws of the State in which the Additional Sites or Additional Borrower Sites are located.

(iv) The Borrowers shall have entered into a Loan Agreement Supplement with respect to such Additional Sites or Additional Borrower Sites and shall have (a) represented and warranted in such Loan Agreement Supplement with respect to such Additional Sites or Additional Borrower Sites substantially to the effect set forth in Sections 4.5 through 4.8, Section 4.25(A) (if any such Additional Site or Additional Borrower Site is a Ground Lease Site) and 4.26 (if any such Additional Site or Additional Borrower Site is an Easement Site) and (b) agreed that they will deliver to and deposit with, or cause to be delivered to and deposited with, the Servicer such documents and agreements as reasonably requested to evidence the Addition or are required to be delivered by the Borrowers pursuant to Section 2.01 of the Trust Agreement (or, if any of the foregoing items are not in the actual possession of the Borrowers, as soon as reasonably practical, but in any event within 90 days after the date of the Addition).

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(v) Lender shall have received (a) a title insurance policy (or a marked, signed and predated commitment to issue such title insurance policy) reasonably satisfactory to Lender insuring the lien of the security instrument encumbering the Additional Sites or Additional Borrower Sites for an amount equal to the aggregate Allocated Loan Amount of such Additional Sites or Additional Borrower Sites, issued by the Title Company and dated as of the date of the Addition, and (b) reasonably requested endorsements to the title policies delivered to Lender in connection with the Deeds of Trust to reflect the Addition, provided that a title insurance policy which is similar in form and substance to the title insurance policies in respect of the Mortgaged Sites delivered on the Closing Date shall be satisfactory to the Lender, and not require additional endorsements. Lender also shall have received copies of paid receipts showing that all premiums in respect of such endorsements and title insurance policies have been paid.

(vi) The Borrowers shall deliver or cause to be delivered to Lender resolutions, if any are required, authorizing the Addition and any actions taken in connection with such Addition.

(vii) Lender shall have received such opinions as may be reasonably requested with respect to the Loan Documents delivered with respect to the Addition, the Borrower’s qualification, and authorization substantially in the form delivered at Closing, together with an update of the bankruptcy opinion delivered at the Closing indicating that the Addition does not affect the opinions set forth therein, and an opinion of counsel stating that the Addition does not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under Section 1001 of the IRC.

(viii) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the Addition and the Borrowers shall have paid all Rating Agency fees, recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the Addition.

(ix) Lender shall have received a new or refreshed ASTM compliant Phase I environmental report prepared by a consultant reasonably acceptable to Lender on the Additional Sites or Additional Borrower Sites, as the case may be, together with a Phase II environment assessment report (if any database search Phase I environmental report reveals any condition that in Lender’s reasonable judgment warrants such a report) which concludes that any such Additional Sites or Additional Borrower Sites, as the case may be, do not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance or repair of the subject property) and are not in material violation of any Environmental Laws.

(x) [Reserved].

(xi) On or prior to the date of the Addition, the Borrowers shall deliver an Officer’s Certificate dated as of the date of Addition certifying that the requirements set forth in this Section 11.7(A) have been satisfied.

(xii) If during a Special Servicing Period, the Servicer consents to such Addition.

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Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, (a) the Additional Sites or Additional Borrower Sites shall be deemed to be “Mortgaged Sites” hereunder and (b) all references herein to the Deeds of Trust shall include the applicable security instrument encumbering the Additional Sites or Additional Borrower Sites, as the case may be.

(B) If the Addition is with respect to any Additional Site or Additional Borrower Site that is to be an Other Pledged Site:

(i) No Event of Default, event that with the passage of time or the giving of notice will become an Event of Default or Amortization Period then exists or would be caused by the Addition.

(ii) In the case of an Additional Site, Lender shall have received a copy of the instrument conveying to the applicable Borrower the transferred interests and, if such instrument creates a leasehold interest or an easement interest in favor of the applicable Borrower, such instrument shall be reasonably satisfactory to Lender, contain such Lender protections as are contained in similar instruments accepted by Lender at the Closing, and is accompanied by an estoppel or similar instrument reasonably satisfactory to Lender.

(iii) The Borrowers shall have executed and delivered to Lender (a) an environmental indemnity with respect to the Additional Sites or Additional Borrower Sites, (b) written confirmation from SBA Holdings and the Guarantor regarding such Addition and (c) modifications to the Loan Documents as Lender deems desirable to properly reflect the Addition. The environmental indemnity shall be in the same form and substance as the environmental indemnity executed and delivered with respect to the Sites on the Closing Date, subject to modifications reflecting the Additional Sites or Additional Borrower Sites as the property that is the subject of such agreement.

(iv) The Borrowers shall have entered into a Loan Agreement Supplement with respect to such Additional Sites or Additional Borrower Sites and shall have (a) represented and warranted in such Loan Agreement Supplement with respect to such Additional Sites or Additional Borrower Sites substantially to the effect set forth in Sections 4.5 through 4.8, Section 4.25(A) (if any such Additional Site or Additional Borrower Site is a Ground Lease Site) and 4.26 (if any such Additional Site or Additional Borrower Site is an Easement Site) and (b) agreed that they will deliver to and deposit with, or cause to be delivered to and deposited with, the Servicer such documents and agreements reasonably requested to evidence the Addition or are required to be delivered by the Borrowers pursuant to Section 2.01 of the Trust Agreement (or, if any of the foregoing items are not in the actual possession of the Borrowers, as soon as reasonably practical, but in any event within 90 days after the date of the Addition).

(v) The Borrowers shall deliver or cause to be delivered to Lender resolutions, if any are required, authorizing the Addition and any actions taken in connection with such Addition.

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(vi) The Borrowers shall have paid or reimbursed Lender for all third party out-of-pocket costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with the Addition.

(vii) Lender shall have received a title insurance policy (or a marked, signed and predated commitment to issue such title insurance policy) reasonably satisfactory to Lender insuring the Borrower’s or Additional Borrower’s interest in the Additional Sites or Additional Borrower Sites for an amount equal to the aggregate Allocated Loan Amount of such Additional Sites or Additional Borrower Sites, issued by the Title Company and dated as of the date of the Addition, provided that a title insurance policy which is similar in form and substance to the title insurance policies in respect of the Other Pledged Sites delivered on the Closing Date shall be satisfactory to the Lender, and not require additional endorsements. Lender also shall have received copies of paid receipts showing that all premiums in respect of such title insurance policies have been paid.

(viii) Lender shall have received a new or refreshed ASTM compliant Phase I environmental report prepared by a consultant reasonably acceptable to Lender on the Additional Sites or Additional Borrower Sites, as the case may be, together with a Phase II environment assessment report (if any database search Phase I environmental report reveals any condition that in Lender’s reasonable judgment warrants such a report) which concludes that any such Additional Sites or Additional Borrower Sites, as the case may be, do not contain any Hazardous Materials (except for cleaning and other products used in connection with the routine maintenance or repair of the subject property) and are not in material violation of any Environmental Laws.

(ix) [Reserved]

(x) On or prior to the date of the Addition, the Borrowers shall deliver an Officer’s Certificate dated as of the date of the Addition certifying that the requirements set forth in this Section 11.7(B) have been satisfied.

(xi) Lender shall have received such opinions as may be reasonably requested with respect to the Loan Documents delivered with respect to the Addition, the Borrower’s qualification, and authorization substantially in the form delivered at Closing, together with an update of the insolvency opinion delivered at the Closing indicating that the Addition does not affect the opinions set forth therein, and an opinion of counsel stating that the Addition does not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under Section 1001 of the IRC.

(xii) If during a Special Servicing Period, the Servicer consents to such Addition.

Upon the satisfaction of the foregoing conditions precedent, as reasonably determined by Lender, the Additional Site or Additional Borrower Site shall be deemed to be an “Other Pledged Site” hereunder.

Section 11.8 Determination of Allocated Loan Amounts. On or prior to each Allocated Loan Amount Determination Date, the Lender shall determine the Allocated Loan Amount for each Site in accordance with the provisions set forth on Exhibit A using the

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Annualized Run Rate Net Cash Flow for each Site and total Annualized Run Rate Net Cash Flow for all Sites most recently provided to the Lender by the Manager and which are as of a date which is no more than 120 days prior to such Allocated Loan Amount Determination Date.

ARTICLE XII

RECOURSE; LIMITATIONS ON RECOURSE

Section 12.1 Limitations on Recourse. Subject to the provisions of this Article, and notwithstanding any provision of the Loan Documents other than this Article, the personal liability of the Borrowers (but not that of Guarantor and SBA Holdings, which each shall remain fully liable under the Guaranty to which it is a party) to pay any and all Obligations including but not limited to the principal of and interest on the debt evidenced by the Notes and any other agreement evidencing the Borrowers’ obligations under the Notes shall be limited to (i) the Sites, (ii) the rents, profits, issues, products and income of the Sites, received or collected by or on behalf of the Borrowers or any Borrower Party after an Event of Default, and (iii) any other Collateral.

Notwithstanding anything to the contrary in this Loan Agreement, the Deeds of Trust or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Obligations secured by the Deeds of Trust or to require that all collateral shall continue to secure all of the Obligations owing to Lender in accordance with the Loan Documents.

Section 12.2 Partial Recourse. Notwithstanding Section 12.1, the Borrowers (but, other than SBA Holdings and Guarantor, not their members, partners, employees, shareholders, agents, directors or officers (the “Exculpated Parties”)) shall be personally liable to the extent of any liability, loss, damage, cost or expense (including, without limitation, attorneys’ fees and expenses) suffered or incurred by Lender resulting from any and all of the following: (i) fraud of any of the Borrowers; (ii) any material misrepresentation made by the Borrowers in this Loan Agreement or any other Loan Document; (iii) insurance proceeds, condemnation awards, or other sums or payments attributable to the Sites that are not applied in accordance with the provisions of the Loan Documents; (iv) all Receipts of the Sites received by or on behalf of the Borrowers or any Borrower Party or Manager and not deposited into the Deposit Account in accordance with Article VII and the Cash Management Agreement; (v) failure to turn over to Lender, after an Event of Default, or misappropriation of any tenant security deposits or rents collected in advance (other than by Lender or Servicer); (vi) failure to notify Lender of any change in the jurisdiction of organization or principal place of business of any of the Borrower Parties or of any change in the name of any of the Borrowers or if any of the Borrower Parties take any other action which could make the information set forth in the Financing Statements relating to the Loan materially misleading; (vii) failure by the Borrowers to comply with the covenants, obligations, liabilities, warranties and representations contained in the Environmental Indemnity or otherwise pertaining to environmental matters; (viii) material waste; (ix) any uncured default under Section 11.1; and (x) any material uncured default under Article IX.

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Section 12.3 Miscellaneous. No provision of this Article shall (i) affect the enforcement of the Environmental Indemnity, the Guaranty or any guaranty or similar agreement executed in connection with the Loan, (ii) release or reduce the debt evidenced by the Notes, (iii) impair the lien of any of the Deeds of Trust or any other security document, (iv) impair the rights of Lender to enforce any provisions of the Loan Documents, or (v) limit Lender’s ability to obtain a deficiency judgment or judgment on the Notes or otherwise against any Borrower Party but not any Exculpated Party to the extent necessary to obtain any amount for which such Borrower Party may be liable in accordance with this Article or any other Loan Document.

ARTICLE XIII

WAIVERS OF DEFENSES OF GUARANTORS AND SURETIES

Section 13.1 Waivers. To the extent that any of the Borrowers (in this Article, a “Waiving Party”) is deemed for any reason to be a guarantor or surety of or for any other Borrower Party or Affiliate or to have rights or obligations in the nature of the rights or obligations of a guarantor or surety (whether by reason of execution of a guaranty, provision of security for the obligations of another, or otherwise) then this Article shall apply. This Article shall not affect the rights of the Waiving Party other than to waive or limit rights and defenses that Waiving Party would have (i) in its capacity as a guarantor or surety or (ii) in its capacity as one having rights or obligations in the nature of a guarantor or surety.

Waiving Party hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any of the other Borrower Parties, protest or notice with respect to any of the obligations of any of the other Borrower Parties, setoffs and counterclaims and all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance, the benefits of all statutes of limitation, and all other demands whatsoever (and shall not require that the same be made on any of the other Borrower Parties as a condition precedent to the obligations of Waiving Party), and covenants that the Loan Documents will not be discharged, except by complete payment and performance of the obligations evidenced and secured thereby, except only as limited by the express contractual provisions of the Loan Documents. Waiving Party further waives all notices that the principal amount, or any portion thereof, and/or any interest on any instrument or document evidencing all or any part of the obligations of any of the other Borrower Parties to Lender is due, notices of any and all proceedings to collect from any of the other Borrower Parties or any endorser or any other guarantor of all or any part of their obligations, or from any other person or entity, and, to the extent permitted by law, notices of exchange, sale, surrender or other handling of any security or collateral given to Lender to secure payment of all or any part of the obligations of any of the other Borrower Parties.

Except only to the extent provided otherwise in the express contractual provisions of the Loan Documents, Waiving Party hereby agrees that all of its obligations under the Loan Documents shall remain in full force and effect, without defense, offset or counterclaim of any kind, notwithstanding that any right of Waiving Party against any of the other Borrower Parties or defense of Waiving Party against Lender may be impaired, destroyed, or otherwise affected by reason of any action or inaction on the part of Lender. Waiving Party waives all rights and defenses arising out of an election of remedies by the Lender, even though that election of

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remedies, may have destroyed the Waiving Party’s rights of subrogation and reimbursement against the other Borrower Parties.

Lender is hereby authorized, without notice or demand, from time to time, (a) to renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, all or any part of the obligations of any of the other Borrower Parties; (b) to accept partial payments on all or any part of the obligations of any of the other Borrower Parties; (c) to take and hold security or collateral for the payment of all or any part of the obligations of any of the other Borrower Parties; (d) to exchange, enforce, waive and release any such security or collateral for such obligations; (e) to apply such security or collateral and direct the order or manner of sale thereof as in its discretion it may determine; and (f) to settle, release, exchange, enforce, waive, compromise or collect or otherwise liquidate all or any part of such obligations and any security or collateral for such obligations. Any of the foregoing may be done in any manner, and Waiving Party agrees that the same shall not affect or impair the obligations of Waiving Party under the Loan Documents.

Waiving Party hereby assumes responsibility for keeping itself informed of the financial condition of all of the other Borrower Parties and any and all endorsers and/or other guarantors of all or any part of the obligations of the other Borrower Parties, and of all other circumstances bearing upon the risk of nonpayment of such obligations, and Waiving Party hereby agrees that Lender shall have no duty to advise Waiving Party of information known to it regarding such condition or any such circumstances.

Waiving Party agrees that neither Lender nor any person or entity acting for or on behalf of Lender shall be under any obligation to marshal any assets in favor of Waiving Party or against or in payment of any or all of the obligations secured hereby. Waiving Party further agrees that, to the extent that any of the other Borrower Parties or any other guarantor of all or any part of the obligations of the other Borrower Parties makes a payment or payments to Lender, or Lender receives any proceeds of collateral for any of the obligations of the other Borrower Parties, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid or refunded, then, to the extent of such payment or repayment, the part of such obligations which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the time immediately preceding such initial payment, reduction or satisfaction.

Waiving Party (i) shall have no right of subrogation with respect to the obligations of the other Borrower Parties; (ii) waives any right to enforce any remedy that Lender now has or may hereafter have against any of the other Borrower Parties, any endorser or any guarantor of all or any part of such obligations or any other person; and (iii) waives any benefit of, and any right to participate in, any security or collateral given to Lender to secure the payment or performance of all or any part of such obligations or any other liability of the other parties to Lender.

Waiving Party agrees that any and all claims that it may have against any of the other Borrower Parties, any endorser or any other guarantor of all or any part of the obligations of the other Borrower Parties, or against any of their respective properties, shall be subordinate and subject in right of payment to the prior payment in full of all obligations secured hereby.

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Notwithstanding any right of any of the Waiving Party to ask, demand, sue for, take or receive any payment from the other Borrower Parties, all rights, liens and security interests of Waiving Party, whether now or hereafter arising and howsoever existing, in any assets of any of the other Borrower Parties (whether constituting part of the security or collateral given to Lender to secure payment of all or any part of the obligations of the other Borrower Parties or otherwise) shall be and hereby are subordinated to the rights of Lender in those assets.

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys’ fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) reasonable fees, costs and expenses (including reasonable attorneys’ fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) reasonable fees, costs and expenses (including reasonable attorneys’ fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; (D) reasonable fees, costs and expenses (including reasonable attorneys’ fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Notes or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a “workout” or in connection with any insolvency or bankruptcy proceedings or otherwise; and (E) any other Administrative Fees. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Section 14.2 Indemnity. In addition to the payment of expenses as required elsewhere herein, whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to indemnify, defend, protect, pay and hold Lender, Servicer and their successors and assigns (including, without limitation, the Trustee and/or the Trust and any other Person which may hereafter be the holder of the Notes or any interest therein), and the officers, directors, stockholders, partners, members, employees, agents, Affiliates and attorneys of Lender and such successors and assigns (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, Tax Liabilities, broker’s or finders fees, reasonable costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a

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party thereto) that are imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of (A) the negotiation, execution, delivery, performance, administration, ownership, or enforcement of any of the Loan Documents; (B) any of the transactions contemplated by the Loan Documents; (C) any breach by the Borrowers of any material representation, warranty, covenant, or other agreement contained in any of the Loan Documents; (D) Lender’s agreement to make the Loan hereunder; (E) any claim brought by any third party arising out of any condition or occurrence at or pertaining to the Sites; (F) any design, construction, operation, repair, maintenance, use, non-use or condition of the Sites or Improvements, including claims or penalties arising from violation of any applicable laws or insurance requirements, as well as any claim based on any patent or latent defect, whether or not discoverable by Lender; (G) any performance of any labor or services or the furnishing of any materials or other property in respect of the Sites or any part thereof; (H) any contest referred to in Section 5.3(B); (I) any obligation or undertaking relating to the performance or discharge of any of the terms, covenants and conditions of the landlord contained in the Leases; or (J) the use or intended use of the proceeds of any of the Loan (the foregoing liabilities herein collectively referred to as the “Indemnified Liabilities”); provided that the Borrowers shall not have an obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the fraud, gross negligence or willful misconduct of such Indemnitee as determined by a court of competent jurisdiction. The obligations and liabilities of the Borrowers under this Section 14.2 shall survive the term of the Loan and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of the Sites by foreclosure or a conveyance in lieu of foreclosure.

Section 14.3 Amendments and Waivers. Except as otherwise provided herein, no amendment, modification, termination or waiver of any provision of this Loan Agreement, the Notes or any other Loan Document, or consent to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by Lender and any other party to be charged. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrowers in any case shall entitle the Borrowers or other Person to any other or further notice or demand in similar or other circumstances.

Section 14.4 Retention of the Borrowers’ Documents. Lender may, in accordance with Lender’s customary practices, destroy or otherwise dispose of all documents, schedules, invoices or other papers, delivered by the Borrowers to Lender (other than the Notes and Deeds of Trust) unless the Borrowers request in writing that same be returned. Upon such request and at the Borrowers’ expense, Lender shall return such papers when Lender’s actual or anticipated need for same has terminated.

Section 14.5 Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing and addressed to the respective party as set forth below. Notices shall be effective (i) three (3) days after the date such notice is sent by certified mail, return receipt requested, postage prepaid, (ii) on the next Business Day if sent by a nationally recognized overnight courier service, (iii) on the date of delivery by personal delivery and (iv) on the date of transmission if sent by telefax (with confirmation sent by certified mail) during business hours on a Business Day (otherwise on the next Business Day).

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Notices shall be addressed as follows:

If to the Borrowers or any Borrower Party:

With a copy to:

c/o SBA Communications Corporation

Thomas P. Hunt, Esq.

Senior Vice President and General Counsel

5900 Broken Sound Parkway N.W.

Boca Raton, Florida 33487

Facsimile: (561) 989-2941

Jeffrey A. Stoops

President and CEO

5900 Broken Sound Parkway N.W.

Boca Raton, Florida 33487

Facsimile: (561) 989-2941

If to Lender:

c/o SBA CMBS-1 Depositor LLC

5900 Broken Sound Parkway N.W.

Boca Raton, Florida 33487

Facsimile: (561) 989-2941

Attention: Tom Hunt

                  SBA Trust, Series 2005-1

With a copy to:

Midland Loan Services, Inc.

10851 Mastin, Suite 700

Overland Park, Kansas 66210

Attention: SBA Trust, Series 2005-1

Any party may change the address at which it is to receive notices to another address in the United States at which business is conducted (and not a post-office box or other similar receptacle), by giving notice of such change of address in accordance with the foregoing. This provision shall not invalidate or impose additional requirements for the delivery or effectiveness of any notice (i) given in accordance with applicable statutes or rules of court, or (ii) by service of process in accordance with applicable law. If there is any assignment or transfer of Lender’s interest in the Loan, then the new Lenders may give notice to the parties in accordance with this Section, specifying the addresses at which the new Lenders shall receive notice, and they shall be entitled to notice at such address in accordance with this Section.

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Section 14.6 Survival of Warranties and Certain Agreements. All agreements, representations and warranties made herein shall survive the execution and delivery of this Loan Agreement, the making of the Loan hereunder and the execution and delivery of the Notes. Notwithstanding anything in this Loan Agreement or implied by law to the contrary, the agreements of the Borrowers to indemnify or release Lender or Persons related to Lender, or to pay Lender’s costs, expenses, or taxes shall survive the payment of the Loan and the termination of this Loan Agreement.

Section 14.7 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of Lender in the exercise of any power, right or privilege hereunder or under the Notes or any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing under this Loan Agreement, the Notes and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 14.8 Marshalling; Payments Set Aside. Lender shall not be under any obligation to marshal any assets in favor of any Person or against or in payment of any or all of the Obligations. To the extent that any Person makes a payment or payments to Lender, or Lender enforces its remedies or exercises its rights of set off, and such payment or payments or the proceeds of such enforcement or set off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Obligations or part thereof originally intended to be satisfied, and all Liens, if any, and rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set off had not occurred.

Section 14.9 Severability. The invalidity, illegality or unenforceability in any jurisdiction of any provision in or obligation under this Loan Agreement, the Notes or other Loan Documents shall not affect or impair the validity, legality or enforceability of the remaining provisions or obligations under this Loan Agreement, the Notes or other Loan Documents or of such provision or obligation in any other jurisdiction.

Section 14.10 Headings. Section and subsection headings in this Loan Agreement are included herein for convenience of reference only and shall not constitute a part of this Loan Agreement for any other purpose or be given any substantive effect.

Section 14.11 APPLICABLE LAW. THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS WERE NEGOTIATED IN THE STATE OF NEW YORK, AND EXECUTED AND DELIVERED IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN WERE DISBURSED FROM NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

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THIS LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT TO THE DEEDS OF TRUST AND THE ASSIGNMENT OF LEASES SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED, EXCEPT THAT THE SECURITY INTERESTS IN ACCOUNT COLLATERAL SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK OR THE STATE WHERE THE SAME IS HELD, AT THE OPTION OF LENDER.

Section 14.12 Successors and Assigns. This Loan Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns except that the Borrowers may not assign their rights or obligations hereunder or under any of the other Loan Documents except as expressly provided in Article XI, and the Lender and its successors and assigns may not assign any interest in this Loan Agreement without notice to the Borrower or the Register Agent (as defined below). The Borrower shall maintain at its address referred to in Section 14.5 a register for the recordation of names and address of the Lender and its successors and assigns and the principal amount owing to each such person from time to time (the “Register”). Upon the assignment of an interest in this Loan Agreement, the Borrower shall record the assignment in the Register, including the name and address of the assignee and the principal amount owing to the assignee. The Borrower may appoint one or more persons to act as its agent in respect of the Register (each a “Register Agent”). The Register shall be available for inspection by the Lender or its successors and assigns at any reasonable time and from time to time upon reasonable prior notice.

Section 14.13 Sophisticated Parties, Reasonable Terms, No Fiduciary Relationship. The Borrowers, on behalf of themselves and all Borrower Parties, represent, warrant and acknowledge that (i) they are sophisticated real estate investors, familiar with transactions of this kind, and (ii) they have entered into this Loan Agreement and the other Loan Documents after conducting their own assessment of the alternatives available to them in the market, and after lengthy negotiations in which they have been represented by legal counsel of their choice. The Borrowers, on behalf of themselves and all Borrower Parties, also acknowledge and agree that the rights of Lender under this Loan Agreement and the other Loan Documents are reasonable and appropriate, taking into consideration all of the facts and circumstances including without limitation the quantity of the Loan, the nature of the Sites, and the risks incurred by Lender in this transaction. No provision in this Loan Agreement or in any of the other Loan Documents and no course of dealing between the parties shall be deemed to create (i) any partnership or joint venture between Lender and the Borrowers or any other Person, or (ii) any fiduciary or similar duty by Lender to the Borrowers or any other Person. The relationship between Lender and the Borrowers are exclusively the relationship of a creditor and a debtor, and all relationships between Lender and any other Borrower are ancillary to such creditor/debtor relationship.

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Section 14.14 Reasonableness of Determinations. In any instance where any consent, approval, determination or other action by Lender is, pursuant to the Loan Documents or applicable law, required to be done reasonably or required not to be unreasonably withheld, then Lender’s action shall be presumed to be reasonable, and the Borrowers shall bear the burden of proof of showing that the same was not reasonable. In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where, by law or under this Loan Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, neither Lender nor its agents shall be liable for any monetary damages, and the Borrowers’ sole remedy shall be limited to commencing an action seeking injunctive relief or declaratory judgment. Any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 14.15 Limitation of Liability. (A) Neither Lender, nor any Affiliate, officer, director, employee, attorney, or agent of Lender, shall have any liability with respect to, and each of the Borrowers hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Borrower Parties in connection with, arising out of, or in any way related to, this Loan Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Loan Agreement or any of the other Loan Documents, other than the gross negligence or willful misconduct of Lender. Each of the Borrowers hereby waives, releases, and agrees not to sue Lender or any of Lender’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Loan Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Loan Agreement or any of the transactions contemplated hereby, except to the extent the same is caused by the gross negligence or willful misconduct of Lender.

(B) Neither Servicer, nor any Affiliate, officer, director, employee, attorney, or agent of Servicer, shall have any liability with respect to, and each of the Borrowers hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or consequential damages suffered or incurred by the Borrower Parties in connection with, arising out of, or in any way related to, this Loan Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Loan Agreement or any of the other Loan Documents, other than the gross negligence or willful misconduct of Servicer. Each of the Borrowers hereby waives, releases, and agrees not to sue Servicer or any of Servicer’s Affiliates, officers, directors, employees, attorneys, or agents for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Loan Agreement or any of the other Loan Documents, or any of the transactions contemplated by this Loan Agreement or any of the transactions contemplated hereby, except to the extent the same is caused by the gross negligence or willful misconduct of Servicer.

Section 14.16 No Duty. All attorneys, accountants, appraisers, and other professional Persons and consultants retained by Lender shall have the right to act exclusively in the interest of Lender and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to any of the Borrowers or Affiliates thereof, or any other Person.

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Section 14.17 Entire Agreement. This Loan Agreement, the Notes, and the other Loan Documents referred to herein embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties to the Loan Documents.

Section 14.18 Construction; Supremacy of Loan Agreement. The Borrowers and Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Loan Agreement and the other Loan Documents with its legal counsel and that this Loan Agreement and the other Loan Documents shall be construed as if jointly drafted by the Borrowers and Lender. If any term, condition or provision of this Loan Agreement shall be inconsistent with any term, condition or provision of any other Loan Document, then this Loan Agreement shall control.

Section 14.19 CONSENT TO JURISDICTION. EACH OF THE BORROWERS HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK OR WITHIN THE COUNTY AND STATE IN WHICH THE PROPERTY IS LOCATED AND IRREVOCABLY AGREES THAT, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE BORROWERS ACCEPTS FOR ITSELF AND IN CONNECTION WITH THE PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS LOAN AGREEMENT, THE NOTES, SUCH OTHER LOAN DOCUMENTS OR SUCH OBLIGATION. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

Section 14.20 WAIVER OF JURY TRIAL. EACH OF THE BORROWERS AND LENDER HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LOAN AGREEMENT, ANY OF THE LOAN DOCUMENTS, OR ANY DEALINGS BETWEEN ANY BORROWER PARTY AND LENDER RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. EACH OF THE BORROWER PARTIES AND LENDER ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF IT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF

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DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE BORROWERS AND LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS LOAN AGREEMENT, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS LOAN AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THE FUTURE. EACH OF THE BORROWERS AND LENDER FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LOAN AGREEMENT, THE LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENT RELATING TO THE LOAN. IN THE EVENT OF LITIGATION, THIS LOAN AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 14.21 Counterparts; Effectiveness. This Loan Agreement and other Loan Documents and any amendments or supplements thereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Loan Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

Section 14.22 Servicer. Lender shall have the right from time to time to designate and appoint a Servicer and special servicer, and to change or replace any Servicer or special servicer. Provided that the Borrowers have been notified of such Servicer’s role, all rights of the Lender hereunder may be exercised by Servicer on behalf of Lender. Lender shall notify the Borrowers in writing as to the identity of the Servicer and any special servicer. Lender acknowledges Midland Loan Services, Inc. as initial Servicer for the Trust with the right to act on behalf of Lender in the Securitization.

Section 14.23 Obligations of Borrower Parties. The Borrower Parties other than the Borrowers are parties to this Loan Agreement only with regard to the representations, warranties, and covenants specifically applicable to them.

Section 14.24 Additional Inspections; Reports. Notwithstanding anything contained in this Loan Agreement to the contrary, if for any reason whatsoever Lender suspects that any conditions exist or may exist at any Site which might have a Material Adverse Effect, Lender shall have the right, at the Borrowers’ sole reasonable cost and expense, to cause such inspections and reports to be prepared and performed with respect to any Site as Lender shall reasonably determine.

Section 14.25 Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets. (A) Each of the Borrowers acknowledges that Lender has made the Loan to each of the Borrowers upon the security of the Sites and the Other Company Collateral and in reliance

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upon the aggregate value of the Sites and the Other Company Collateral taken together being of greater value as collateral security than the sum of each such Site and each of the Borrowers’ interests in the Company Collateral taken separately. Each of the Borrowers agrees that the Deeds of Trusts and other security agreements given hereunder are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default shall constitute an Event of Default under each of the Deeds of Trusts and the other security agreements given hereunder which secure the Note; (ii) subject to any limitations contained therein, each Deed of Trust and the other security agreements given hereunder shall constitute security for the Notes as if a single blanket lien were placed on all of the Sites and the Other Company Collateral as security for the Note; and (iii) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.

(B) To the fullest extent permitted by law, each of the Borrowers, for itself and its successors and assigns, waives all rights to a marshalling of the assets of each of the Borrowers, each of the Borrower’s members and others with interests in each of the Borrowers, and of the Sites and the Other Company Collateral, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Deeds of Trusts or the Other Company Collateral, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Sites and the Other Company Collateral for the collection of the Loan without any prior or different resort for collection or of the right of Lender to the payment of the Loan out of the net proceeds of the Sites and the Other Company Collateral in preference to every other claimant whatsoever. In addition, each of the Borrowers, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Deeds of Trusts or Other Company Collateral, any equitable right otherwise available to each of the Borrowers which would require the separate sale of the Sites and the Other Company Collateral or require Lender to exhaust its remedies against any such Sites and the Other Company Collateral or any combination of the Sites and the Other Company Collateral before proceeding against any other Sites and the Other Company Collateral or combination of Sites and the Other Company Collateral; and further in the event of such foreclosure each of the Borrowers do hereby expressly consent to and authorize, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Sites and the Other Company Collateral.

[signatures follow on next page]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Loan Agreement as of the date first written above.

BORROWERS:
SBA PROPERTIES, INC.
By:	/s/ Thomas P. Hunt
	Name: Thomas P. Hunt
	Title: Senior Vice President
LENDER:
SBA CMBS-1 DEPOSITOR LLC
By:	/s/ Thomas P. Hunt
	Name: Thomas P. Hunt
	Title: Senior Vice President

EX-10.50

Exhibit 10.50

MANAGEMENT AGREEMENT

between

SBA PROPERTIES, INC.,

and any Additional Owner that may become a party hereto

as Owners,

SBA NETWORK MANAGEMENT, INC.,

as Manager,

and

SBA SENIOR FINANCE, INC.

solely in its capacity as owner of the Manager

Dated as of November 18, 2005

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	APPOINTMENT	4
SECTION 3.	SITE MANAGEMENT SERVICES	4
SECTION 4.	ADMINISTRATIVE SERVICES	6
SECTION 5.	OPERATION STANDARDS	7
SECTION 6.	AUTHORITY OF MANAGER	7
SECTION 7.	OPERATING ACCOUNT; RECEIPTS	8
SECTION 8.	BUDGETS	8
SECTION 9.	OPERATING EXPENSES AND CAPITAL EXPENDITURES	9
SECTION 10.	COMPENSATION	10
SECTION 11.	EMPLOYEES	10
SECTION 12.	BOOKS, RECORDS AND INSPECTIONS	11
SECTION 13.	INSURANCE REQUIREMENTS	11
SECTION 14.	ENVIRONMENTAL	12
SECTION 15.	COOPERATION	12
SECTION 16.	REPRESENTATIONS AND WARRANTIES OF MANAGER	12
SECTION 17.	REPRESENTATIONS AND WARRANTIES OF OWNERS	13
SECTION 18.	RESTRICTIONS ON OTHER ACTIVITIES OF MANAGER	14
SECTION 19.	REMOVAL, SUBSTITUTION OR ACQUISITION OF SITES	15
SECTION 20.	TERM OF AGREEMENT	15
SECTION 21.	DUTIES UPON TERMINATION	17
SECTION 22.	INDEMNITIES	17
SECTION 23.	MISCELLANEOUS	18

LIST OF SCHEDULES AND EXHIBITS

Schedule I	List of Sites
Exhibit A	Initial Budget
Exhibit B	Form of Manager Report

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MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT is entered into as of November 18, 2005 (the “Effective Date”) by and between SBA Properties, Inc. (individually, and together with any Additional Owner that executes the signature page hereto, the “Owners”), SBA Network Management, Inc., a Florida corporation (the “Manager”) and SBA Senior Finance, Inc., a Florida corporation, (“SBA Finance”) solely in its capacity as owner of the Manager and solely with regard to Sections 18(b) and 23(a),(b),(d),(e),(f),(g),(h),(l) and (m) of this Agreement.

SECTION 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Additional Owner” means any Additional Borrower under the Loan Agreement that becomes a party hereto.

“Additional Site” has the meaning specified in the Loan Agreement.

“Additional Borrower” has the meaning specified in the Loan Agreement.

“Additional Borrower Site” has the meaning specified in the Loan Agreement.

“Administrative Services” has the meaning specified in Section 4.

“Affiliate” has the meaning specified in the Loan Agreement.

“Agreement” means this Management Agreement together with all amendments hereof and supplements hereto.

“Budget” means the Operating Budget or the CapEx Budget.

“Business Day” has the meaning specified in the Loan Agreement.

“CapEx Budget” has the meaning specified in the Loan Agreement.

“Capital Expenditures” has the meaning specified in the Loan Agreement.

“Central Account” has the meaning specified in the Loan Agreement.

“Debt Service Coverage Ratio” or “DSCR” has the meaning specified in the Loan Agreement.

“Deposit Account” has the meaning specified in the Loan Agreement.

“Depositor” means SBA CMBS-1 Depositor LLC, a Delaware limited liability company.

“Due Date” has the meaning specified in the Loan Agreement.

“Easement” has the meaning specified in the Loan Agreement.

“Effective Date” has the meaning specified in the first paragraph of this Agreement, subject to any modification thereto specified in Section 10.

“Environmental Laws” has the meaning specified in the Loan Agreement.

“ERISA” has the meaning specified in the Loan Agreement.

“Expiration Date” means December 18, 2005, as such date may be extended from time to time pursuant to Section 20.

“Extension Notice” has the meaning specified in Section 20.

“FAA” means the Federal Aviation Administration.

“FCC” means the Federal Communications Commission.

“Fiscal Agent” means ABN AMRO Bank N.V., in its capacity as fiscal agent under the Trust and Servicing Agreement, and any successor thereto in such capacity.

“Ground Lease” has the meaning specified in the Loan Agreement.

“Hazardous Materials” has the meaning specified in the Loan Agreement.

“Impositions” has the meaning specified in the Loan Agreement.

“Impositions and Insurance Reserve” has the meaning specified in the Loan Agreement.

“Insurance Policies” has the meaning specified in the Loan Agreement.

“Insurance Premiums” has the meaning specified in the Loan Agreement.

“Lease” has the meaning specified in the Loan Agreement.

“Lender” has the meaning specified in the Loan Agreement and shall be the Servicer for all purposes of this Agreement.

“Loan Agreement” means the Amended and Restated Loan Agreement dated as of November 18, 2005 among SBA Properties, Inc., and the Additional Borrower or Borrowers that may become a party thereto and the Lender.

“Loan Documents” has the meaning specified in the Loan Agreement.

“Managed Site” has the meaning specified in the Loan Agreement.

“Management Fee” has the meaning specified in Section 10.

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“Manager” has the meaning specified in the first paragraph of this Agreement.

“Manager Report” has the meaning specified in Section 3(e).

“Material Adverse Effect” has the meaning specified in the Loan Agreement.

“Operating Account” has the meaning specified in Section 7(a).

“Operating Budget” has the meaning specified in the Loan Agreement.

“Operating Expenses” has the meaning specified in the Loan Agreement.

“Operating Revenues” has the meaning specified in the Loan Agreement.

“Operation Standards” means the standards for the performance of the Services set forth in Section 5.

“Other Management Agreements” has the meaning specified in Section 18.

“Owner Representative” has the meaning specified in Section 23(i).

“Owners” has the meaning specified in the first paragraph of this Agreement.

“Permitted Investments” has the meaning specified in the Loan Agreement.

“Permitted Operations” has the meaning specified in Section 18.

“Person” has the meaning specified in the Loan Agreement.

“Rating Agency” has the meaning specified in the Loan Agreement.

“Rating Agency Confirmation” has the meaning specified in the Loan Agreement.

“Receipts” has the meaning specified in the Loan Agreement.

“Records” has the meaning specified in Section 12.

“Servicer” has the meaning specified in the Trust and Servicing Agreement.

“Services” means, collectively, the Site Management Services and the Administrative Services.

“Site Management Agreement” has the meaning specified in the Loan Agreement.

“Site Management Services” has the meaning specified in Section 3.

“Sites” has the meaning specified in the Loan Agreement.

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“Tenant” means a tenant or licensee under a Lease, including any ground lessee under a Lease where an Owner is the ground lessor.

“Term” has the meaning specified in Section 20.

“Trust and Servicing Agreement” means the Trust and Servicing Agreement dated as of November 18, 2005, among the Trustee, the Fiscal Agent, the Depositor and the Servicer.

“Trustee” means LaSalle Bank National Association, in its capacity as trustee under the Trust and Servicing Agreement, and any successor thereto in such capacity.

References to “Articles”, “Sections”, “Subsections”, “Exhibits” and “Schedules” shall be to Articles, Sections, Subsections, Exhibits and Schedules, respectively, of this Agreement unless otherwise specifically provided. Any of the terms defined in this Section 1 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. In this Agreement, “hereof’, “herein”, “hereto”, “hereunder” and the like mean and refer to this Agreement as a whole and not merely to the specific article, section, subsection, paragraph or clause in which the respective word appears; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; and any reference to any statute or regulation may include any amendments of same and any successor statutes and regulations. Further, (i) any reference to any agreement or other document may include subsequent amendments, assignments, and other modifications thereto, and (ii) any reference to any Person may include such Person’s respective permitted successors and assigns or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons.

SECTION 2. Appointment. On the terms and conditions set forth therein, each Owner hereby engages the Manager to perform the Services described herein. The Manager hereby accepts such engagement. The Manager is an independent contractor, and nothing in this Agreement or in the relationship of any Owner and the Manager shall constitute a partnership, joint venture or any other similar relationship.

SECTION 3. Site Management Services. During the Term of this Agreement, the Manager shall, subject to the terms hereof and the applicable terms of the Loan Documents, perform those functions reasonably necessary to maintain, market, operate, manage and administer the Sites, including any Additional Sites or Additional Borrower Sites, all in accordance with the Operation Standards (collectively, the “Site Management Services”). Without limiting the generality of the foregoing, the Manager will have the following specific duties in relation to the Sites:

(a) Marketing/Leasing of Sites. The Manager shall use commercially reasonable efforts to market and procure Leases with third party customers for the Sites, including locating potential Tenants, negotiating Leases with such Tenants and executing and/or brokering Leases as agent for the Owners. The Manager shall have complete authority to negotiate all of the terms of each Lease, both economic and non-economic, as well as complete authority to negotiate and execute amendments and other modifications thereto in the name of or

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on behalf of an Owner; provided, however, that the terms of any Lease or amendment or modification thereof shall be on commercially reasonable terms and in accordance with the Operation Standards.

(b) Site Operations. The Manager shall monitor and manage each Owner’s property rights associated with the Sites, make periodic inspections of the Sites for needed repairs, arrange for all such repairs determined by the Manager to be necessary or appropriate, and otherwise provide for the maintenance of the Sites, including using commercially reasonable efforts to ensure that Tenants install their equipment in accordance with the terms of the relevant Lease and that all Sites are maintained in compliance in all material respects with all applicable FAA and FCC regulations, the terms of any applicable Ground Lease or Easement and any other applicable laws, rules and regulations. The Manager shall arrange for all utilities, services, equipment and supplies necessary for the management, operation, maintenance and servicing of the Sites in accordance with the terms and conditions of the Leases, the Site Management Agreements and applicable law. All utility contracts shall be in the name of the applicable Owner with all notices to be addressed to such Owner in care of the Manager, at the Manager’s address. The Manager shall perform on behalf of each Owner any obligation reasonably required of such Owner pursuant to any utility contract, Site Management Agreement, agency agreement, or other agreement related to the Sites (other than the payment of amounts due from the Owners thereunder, which payments shall be paid out of the Operating Account as provided herein). If any Owner is obligated to or otherwise undertakes any alterations or improvements to a Site, the Manager shall arrange for such alteration or improvement on the Owner’s behalf.

(c) Administration of Leases. The Manager shall, on behalf of the Owners (i) maintain a database of the Leases indicating, for each Lease, the amount of all payments due from the Tenant thereunder, the dates on which such payments are due and, in the case of a Managed Site, the amount of all payments due to or from the counterparty under the relevant Site Management Agreement, (ii) invoice all rent and other amounts due under the Leases, Site Management Agreements, and otherwise with respect to the Sites and use commercially reasonable efforts to collect all such rent and such other amounts due and payable, (iii) perform all services required to be performed by the Owners under the terms of the Leases and the Site Management Agreements and (iv) otherwise use commercially reasonable efforts to ensure compliance on the part of the Tenants and the Owners with the terms of each Lease and Site Management Agreement, all in accordance with the Operation Standards. Each Owner hereby authorizes the Manager to take any action the Manager deems to be necessary or appropriate to enforce the terms of each Lease and Site Management Agreement in accordance with the Operation Standards, including, but not limited to, the right to exercise (or not to exercise) any right such Owner may have to collect rent and other amounts due under the Leases (whether through judicial proceedings or otherwise), to terminate any Lease and/or to evict any Tenant. The Manager shall also have the right, in accordance with the Operation Standards, to compromise, settle, and otherwise resolve claims and disputes with regard to Leases and Site Management Agreements. The Manager may agree to any modification, waiver or amendment of any term of, forgive any payment on, and permit the release of any Tenant on, any Lease pertaining to the Sites as it may determine to be necessary or appropriate in accordance with the Operation Standards.

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(d) Compliance with Law, etc. The Manager will take such actions within its reasonable control as may be necessary to comply in all material respects with any and all laws, ordinances, orders, rules, regulations, requirements, permits, licenses, certificates of occupancy, statutes and deed restrictions applicable to the Sites. Without limiting the generality of the foregoing, the Manager shall use commercially reasonable efforts to apply for, obtain and maintain, in the name of the respective Owner, or, if required, in the name of the Manager, the licenses and permits reasonably required for the operation of the Sites as telecommunications sites, or for the management, marketing and operation of the Sites (including such licenses required to be obtained from the FAA and the FCC). The cost of complying with this paragraph shall be the responsibility of the Owners, shall be considered an Operating Expense, shall be included in the Operating Budget and will be payable out of the Operating Account.

(e) On the day that is three (3) Business Days prior to each Due Date, the Manager will furnish to the Owner Representative and the Servicer a report (the “Manager Report”) in substantially the form attached as Exhibit B with respect to the periods specified therein. In addition, the Manager will, from time to time upon request, furnish to each Rating Agency such additional information pertaining to the Sites as such Rating Agency may reasonably request.

SECTION 4. Administrative Services. During the Term of this Agreement, the Manager shall, subject to the terms hereof, provide to each Owner the following administrative services in accordance with the Operation Standards (collectively, the “Administrative Services”):

(i) provide to the Owners clerical, bookkeeping and accounting services, including maintenance of general records of the Owners and the preparation of monthly financial statements, as necessary or appropriate in light of the nature of the Owners’ business and the requirements of the Loan Documents;

(ii) maintain accurate books of account and records of the transactions of each Owner, render statements or copies thereof from time to time as reasonably requested by such Owner and assist in all audits of such Owner;

(iii) prepare and file, or cause to be prepared and filed, all franchise, withholding, income and other tax returns of such Owner required to be filed by it and arrange for any taxes owing by such Owner to be paid to the appropriate authorities out of funds of such Owner available for such purpose, all on a timely basis and in accordance with applicable law;

(iv) administer such Owner’s performance under the Loan Documents, including (A) preparing and delivering on behalf of such Owner such opinions of counsel, officers’ certificates, financial statements, reports, notices and other documents as are required under such Loan Documents and (B) holding, maintaining and preserving such Loan Documents and books and records relating to such Loan Documents and the transactions contemplated or funded thereby, and making such books and records available for inspection in accordance with the terms of such Loan Documents;

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(v) take all actions on behalf of such Owner as may be necessary or appropriate in order for such Owner to remain duly organized and qualified to carry out its business under applicable law, including making all necessary or appropriate filings with federal, state and local authorities under corporate and other applicable statutes; and

(vi) managing all litigation instituted by or against such Owner, including retaining on behalf of and for the account of such Owner legal counsel to perform such services as may be necessary or appropriate in connection therewith and negotiating any settlements to be entered into in connection therewith.

SECTION 5. Operation Standards. The Manager shall perform the Services in accordance with and subject to the terms of the Loan Documents, the Leases, the Site Management Agreements, the Ground Leases, the Easements and applicable law and, to the extent consistent with the foregoing, (i) using the same degree of care, skill, prudence and diligence that the Owners employed in the management of their Sites and operations prior to the date hereof and that the Manager uses for other sites it manages and (ii) with the objective of maximizing revenue and minimizing expenses on the Sites. The Site Management Services and the Administrative Services shall be of a scope and quality not less than those generally performed by first class, professional managers of properties similar in type and quality to the Sites and located in the same market areas as the Sites. The Manager hereby acknowledges that it has received copies of the Loan Documents and agrees not to take any action that would cause the Owners to be in default thereunder.

SECTION 6. Authority of Manager. During the Term hereof, the parties recognize that Manager will be acting as the exclusive agent of the Owners with regard to the Services described herein. Each Owner hereby grants to the Manager the exclusive right and authority, and hereby appoints the Manager as its true and lawful attorney-in-fact, with full authority in the place and stead of such Owner and in the name of such Owner, to negotiate, execute, implement or terminate, as circumstances dictate, for and on behalf of such Owner, any and all Leases, Ground Leases, Site Management Agreements, easements, contracts, permits, licenses, registrations, approvals, amendments and other instruments, documents, and agreements as the Manager deems necessary or advisable in accordance with the Operation Standards. In addition, the Manager will have full discretion in determining whether to commence litigation on behalf of an Owner, and will have full authority to act on behalf of each Owner in any litigation proceedings or settlement discussions commenced by or against any Owner. Each Owner shall promptly execute such other or further documents as the Manager may from time to time reasonably request to more completely effect or evidence the authority of the Manager hereunder, including the delivery of such powers of attorney (or other similar authorizations) as the Manager may reasonably request to enable it to carry out the Services hereunder. Notwithstanding anything herein to the contrary, the Manager shall not have the right or power, and in no event shall it have any obligation, to institute, or to join any other Person in instituting, or to authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof with respect to any Owner.

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SECTION 7. Operating Account; Receipts.

(a) Operating Account. On or prior to the Effective Date, the Manager shall establish, and at all times during the Term of this Agreement shall maintain, one or more operating bank accounts in the name of an Owner and/or on behalf of one or more Owners (such account or accounts being the “Operating Account”). The Owners shall deposit funds into the Operating Account for the payment of Capital Expenditures and Operating Expenses (other than Impositions and Insurance Premiums, if any, that are paid directly by the Servicer out of the Impositions and Insurance Reserve of the Central Account pursuant to the Loan Documents) in accordance with the amounts and timing set forth in the Budgets. At all times during the Term of this Agreement the Manager shall have full access to the Operating Account for the purposes set forth herein, and all checks or disbursements from the Operating Account will require only the signature of a duly authorized representative of the Manager. Funds may be withdrawn by Manager from the Operating Account only (i) to pay Operating Expenses and Capital Expenditures in accordance with the terms hereof, (ii) to withdraw amounts deposited in error and (iii) if the Manager determines, in accordance with the Operation Standards, that the amount on deposit in the Operating Account exceeds the amount required to pay the Operating Expenses and Capital Expenditures as the same become due and payable, to make such other distributions as the Owner Representative may direct. The Manager may direct any institution maintaining the Operating Account to invest the funds held therein in one or more Permitted Investments as the Manager may select in its discretion. All interest and investment income realized on funds deposited therein shall be deposited to the Operating Account.

(b) Receipts. The Manager shall cause all Tenants to pay all rents and other sums due to the Owners under the Leases to the Deposit Account or the related lock-box. If the Manager receives any Receipts directly from the Tenants, it shall cause such Receipts to be deposited into the Deposit Account (or to the Central Account or the appropriate sub-account thereof, to the extent permitted or required by the Loan Documents) as soon as practicable and in any event within two Business Days of the Manager’s receipt thereof. To the extent that the Manager holds any Receipts, whether in accordance with this Agreement or otherwise, the Manager shall be deemed to hold the same for the applicable Owner in trust, but for the benefit of the Lender. The Manager acknowledges that the Owners are obligated under the Loan Documents to direct or require all Tenants and other persons obligated to pay any rents, operating expenses, taxes, other receipts, profits or other sums payable to the Lender directly to the Deposit Account. The Manager agrees to comply with such requirements and directions, and Manager agrees to give no direction to any Tenant or other person in contravention of such requirements or directions, nor otherwise cause any rents or other receipts to be paid to the Owners, the Manager, or any other person, whether at the direction of the Owners or otherwise. The Manager hereby disclaims any and all interests in the Deposit Account, the Central Account (or any sub-account thereof), the Collection Account, or the Distribution Account and in any of the rents, operating expenses, taxes, other receipts, profits or other sums payable to the Owners or the Lender. Upon written notice from the Trustee or the Servicer that an Event of Default has occurred under the Loan Agreement and/or other Loan Documents, the Manager agrees to apply rents, operating expenses, taxes, other receipts, profits or other sums payable to the Owners as instructed by the Servicer.

SECTION 8. Budgets. Contemporaneously with the execution and delivery of this Agreement, the Manager and the Owners have agreed on an initial Operating Budget and CapEx Budget for the current calendar year, copies of which are attached as Exhibit A. On or

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before February 15 of each year, the Manager shall deliver to the Owner Representative an Operating Budget and CapEx Budget for such year (in each case presented on a monthly and annual basis). The Operating Budget shall identify and set forth the Manager’s reasonable estimate, after due consideration, of all Operating Expenses on a line-item basis consistent with the form of Operating Budget attached as Exhibit A. Each of the parties hereto acknowledges and agrees that the Operating Budget and the CapEx Budget represent an estimate only, and that actual Operating Expenses and Capital Expenditures may vary from those set forth in the applicable Budget. In the event the Manager determines, in accordance with the Operation Standards, that the actual Operating Expenses or Capital Expenditures for any year will materially differ from those set forth in the applicable Budget for such year, such Budget shall, at the request of the Manager and subject to the Loan Documents, be modified or supplemented as appropriate to reflect such differences. The Manager will furnish a copy of each Budget to the Servicer at the times required by the Loan Documents.

SECTION 9. Operating Expenses and Capital Expenditures. (a) The Manager is hereby authorized to incur Operating Expenses and to make Capital Expenditures on behalf of the Owners, the necessity, nature and amount of which may be determined in Manager’s discretion in accordance with the Operation Standards. The Manager shall use commercially reasonable efforts to incur Operating Expenses and to make Capital Expenditures within the limits prescribed by the Budgets; provided that the Manager may at any time (subject to the applicable provisions of the Loan Documents) incur Extraordinary Expenses if and to the extent the Manager determines, in accordance with the Operation Standards, that it is necessary or advisable to do so.

(b) The Manager shall maintain accurate records with respect to each Site reflecting the status of real estate and personal property taxes, ground lease payments, easement payments, insurance premiums and other Operating Expenses payable in respect thereof and shall furnish to the Owner Representative and the Servicer from time to time such information regarding the payment status of such items as the Owner Representative or the Servicer may from time to time reasonably request. The Manager shall arrange for the payment (from the Operating Account) of all such real estate and personal property taxes, ground lease payments and easement payments, insurance premiums as the same become due and payable and request the Servicer to disburse such amounts to the Operating Account from funds available for that purpose in the Imposition and Insurance Reserve. The Manager shall arrange for the payment of all other Operating Expenses to be made from the Operating Account. All Operating Expenses will be funded through funds then on deposit in the Imposition and Insurance Reserve (to the extent available for disbursement) or the Operating Account, as applicable, and the Manager shall have no obligation to subsidize, incur, or authorize any Operating Expense that cannot, or will not be paid by or through funds then on deposit in the Imposition and Insurance Reserve (to the extent available for disbursement) or the Operating Account. If the Manager determines that the funds on deposit in the Imposition and Insurance Reserve (to the extent available for disbursement) and the Operating Account are not sufficient to pay all Operating Expenses related to the Sites as the same shall become due and payable, the Manager shall notify the Owner Representative and the Lender of the amount of such deficiency and (subject to the applicable provisions of the Loan Documents) the Owners shall deposit the amount of such deficiency therein as soon as practicable. In the event of any such deficiency, the Manager may, in its sole discretion, elect to pay such Operating Expenses out of its own funds, but shall have no

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obligation to do so. The Owners, jointly and severally, shall (subject to the applicable provisions of the Loan Documents) be obligated to pay or reimburse the Manager for all such Operating Expenses paid by the Manager out of its own funds together with interest thereon at the Prime Rate (as defined in the Trust and Servicing Agreement).

SECTION 10. Compensation. In consideration of the Manager’s agreement to perform the Services described herein, during the Term hereof, the Owners hereby jointly and severally agree to pay to the Manager a fee (the “Management Fee”), on each Due Date, equal to 10% of the Operating Revenues for the immediately preceding calendar month. On the day that is three (3) Business Days prior to each Due Date, the Manager shall report to the Owners the Management Fee then due and payable based on the best information regarding Operating Revenues for the immediately preceding calendar month then available to it. If the Manager subsequently determines that Management Fee so paid to it was less than what should have been paid (based on a re-computation of the Operating Revenues for such calendar month), then the Management Fee due on the next Due Date following the date of such determination shall be increased by the amount of the underpayment. If the Manager subsequently determines that Management Fee so paid to it was higher than what should have been paid (based on a re-computation of the Operating Revenues for such calendar month), then the Management Fee due on the next Due Date following the date of such determination shall be reduced by the amount of the overpayment. Upon the expiration or earlier termination of this Agreement as set forth in Section 20, the Manager shall be entitled to receive, on the next succeeding Due Date, the portion of the Management Fee which was earned by the Manager through the effective date of such expiration or termination (such earned portion being equal to the product at (a) the total Management Fee that would have been payable for the month in which such expiration or termination occurred had this Agreement remained in effect multiplied by (b) a fraction, the numerator of which is the number of days in such month through the effective of such expiration or termination, and the denominator of which is the total number of days in such month). The Manager shall be entitled to no other fees or payments from the Owners as a result of the termination or expiration of this Agreement in accordance with the terms hereof. All expenses necessary to the performance of the Manager’s duties (other than Operating Expenses and any capital expenditures, all of which are payable by the Owners) will be paid from the Manager’s own funds.

SECTION 11. Employees. The Manager shall employ, supervise and pay at all times a sufficient number of capable employees as may be necessary for Manager to perform the Services hereunder in accordance with the Operation Standards. All employees of Manager will be employed at the sole cost of the Manager. All matters pertaining to the employment, supervision, compensation, promotion, and discharge of such employees are the sole responsibility of Manager, who is, in all respects, the employer of such employees. To the extent the Manager, its designee, or any subcontractor negotiates with any union lawfully entitled to represent any such employees, it shall do so in its own name and shall execute any collective bargaining agreements or labor contracts resulting therefrom in its own name and not as an agent for any Owner. The Manager shall comply in all material respects with all applicable laws and regulations related to workers’ compensation, social security, ERISA, unemployment insurance, hours of labor, wages, working conditions, and other employer-employee related subjects. The Manager is independently engaged in the business of performing management and operation services as an independent contractor. All employment arrangements are therefore solely

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Manager’s concern and responsibility, and the Owners shall have no liability with respect thereto.

SECTION 12. Books, Records and Inspections. The Manager shall, on behalf of the Owners, keep such materially accurate and complete books and records pertaining to the Sites and the Services as may be necessary or appropriate under the Operation Standards. Such books and records shall include all Leases, Site Management Agreements, Ground Leases, Easements, corporate records, monthly summaries of all accounts receivable and accounts payable, maintenance records, Insurance Policies, receipted bills and vouchers (including, but not limited to, tax receipts, vouchers and invoices), and other documents and papers pertaining to the Sites. All such books and records (“Records”) shall be kept in an organized fashion and in a secure location and separate from records relating to Other Management Agreements. During the Term of this Agreement, the Manager shall afford to the Owners and the Lender access to any Records relating to the Sites and the Services within its control, except to the extent it is prohibited from doing so by applicable law or the terms of any applicable obligation of confidentiality or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Owners. Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Manager designated by it.

SECTION 13. Insurance Requirements.

(a) Owner Insurance. The Manager shall maintain, on behalf of the Owners, all Insurance Policies required to be maintained by the Owners pursuant to the Loan Documents and such other Insurance Policies as the Manager shall determine to be necessary or appropriate in accordance with the Operation Standards. The Manager shall prepare and present, on behalf of the Owners, claims under any such insurance policy in a timely fashion in accordance with the terms of such policy. Any payments on such policy shall be made to the Manager as agent of and for the account of the Owners (and shall be held in trust for the benefit of the Lender to the extent provided in the Loan Documents), except as otherwise required by the Loan Documents. All such payments shall be applied in accordance with the Loan Documents or, if the Loan Documents do not specify an application, shall be deposited into the Operating Account. The Manager shall provide to the Lender on behalf of the Owners such evidence of insurance and payments of the premiums thereof required by Section 5.4 of the Loan Agreement.

(b) Manager’s Insurance. The Manager shall maintain, at its own expense, a commercial crime policy and professional liability insurance policy. Any such commercial crime policy and professional liability insurance shall protect and insure the Manager against losses, including forgery, theft, embezzlement, errors and omissions and negligent acts of the employees of the Manager and shall be maintained in a form and amount consistent with customary industry practices for managers of properties such as the Sites. The Manager shall be deemed to have complied with this provision if one of its respective Affiliates has such commercial crime policy and professional liability policy and the coverage afforded thereunder extends to the Manager. Annually, upon request of the Owner Representative and/or the Servicer, the Manager shall cause to be delivered to the Owner Representative and the Lender a certification evidencing coverage under such commercial crime policy and professional liability insurance policy. Any such commercial crime policy or professional liability insurance policy

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shall not be cancelled without ten (10) days’ prior written notice to the Owner Representative and the Lender. In cases where an Owner and Manager maintain insurance policies that duplicate coverage, then the policies of such Owner shall provide primary coverage and Manager’s policies shall be excess and non-contributory.

SECTION 14. Environmental. (a) None of the Owners is aware of any material violations of Environmental Laws at the Sites.

(b) The Manager shall not consent to the installation, use or incorporation into the Sites of any Hazardous Materials in violation of applicable Environmental Laws and shall not consent to the discharge, dispersion, release, or storage, treatment, generation or disposal of any pollutants or toxic or Hazardous Materials and covenants and agrees to take reasonable steps to comply with the Environmental Laws.

(c) The Manager covenants and agrees (i) that it shall advise the Owner Representative and the Lender in writing of each notice of any material violation of Environmental Law of which Manager has actual knowledge, promptly after manager obtains actual knowledge thereof, and (ii) to deliver promptly to the Owner Representative and the Lender copies of all communications from any Federal, state and local governmental authorities received by Manager concerning any such violation and Hazardous Material on, at or about the Sites.

SECTION 15. Cooperation. Each Owner and the Manager shall cooperate with the other parties hereto in connection with the performance of any responsibility required hereunder, under the Loan Documents or otherwise related to the Sites or the Services. In the case of the Owners, such cooperation shall include (i) executing such documents and/or performing such acts as may be required to protect, preserve, enhance, or maintain the Sites or the Operating Account, (ii) executing such documents as may be reasonably required to accommodate a Tenant or its installations, (iii) furnishing to the Manager, on or prior to the Effective Date, all keys, key cards or access codes required in order to obtain access to the Sites, (iv) furnishing to the Manager, on or prior to the Effective Date, all books, records, files, abstracts, contracts, Leases, Site Management Agreements, materials and supplies, budgets and other Records relating to the Sites or the performance of the Services and (v) providing to the Manager such other information as Manager considers reasonably necessary for the effective performance of the Services. In the case of the Manager, such cooperation shall include cooperating with the Lender, potential purchasers of any of the Sites, appraisers, auditors and their respective agents and representatives, with the view that such parties shall be able to perform their duties efficiently and without interference.

SECTION 16. Representations and Warranties of Manager. The Manager makes the following representations and warranties to the Owners all of which shall survive the execution, delivery, performance or termination of this Agreement:

(a) The Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.

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(b) The Manager’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Manager’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

(c) The Manager has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Manager, enforceable against the Manager in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e) The Manager is not in violation of, and its execution and delivery of performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Manager’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

(f) The Manager’s execution and delivery of, performance under and compliance with, this Agreement do not breach or result in a violation of, or default under, any material indenture, mortgage, deed of trust, agreement or instrument to which the Manager is a party or by which the Manager is bound or to which any of the property or assets of the Manager are subject.

(g) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Manager of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.

(h) No litigation is pending or, to the best of the Manager’s knowledge, threatened against the Manager that, if determined adversely to the Manager, would prohibit the Manager from entering into this Agreement or that, in the Manager’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Manager to perform its obligations under this Agreement or the financial condition of the Manager.

SECTION 17. Representations and Warranties of Owners. Each Owner makes, at the time such Owner becomes a Party hereto, the following representations and warranties to the Manager all of which shall survive the execution, delivery, performance or termination of this Agreement:

(a) Such Owner is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

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(b) Such Owner’s execution and delivery of, performance under, and compliance with this Agreement, will not violate such Owner’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

(c) Such Owner has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(d) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of such Owner, enforceable against such Owner in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e) Such Owner is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in such Owner’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of such Owner to perform its obligations under this Agreement or the financial condition of such Owner.

(f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by such Owner of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.

(g) No litigation is pending or, to the best of such Owner’s knowledge, threatened against such Owner that, if determined adversely to such Owner, would prohibit such Owner from entering into this Agreement or that, in such Owner’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of such Owner to perform its obligations under this Agreement or the financial condition of such Owner.

SECTION 18. Restrictions on Other Activities of Manager. (a) The Manager hereby covenants and agrees that (i) it shall not engage in any business or activities except as contemplated by this Agreement and other existing management agreements (for the management of wireless telecommunications facilities) with Affiliates of the Manager and the existing management agreement to monitor the lighting of the wireless communications sites of a non-Affiliate of the Manager (“Other Management Agreements”), (ii) it shall not acquire any assets other than office space, computer equipment and other assets necessary or appropriate for

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the conduct of its operations as permitted under this Agreement, the Other Management Agreements and its articles of incorporation (such operations, the “Permitted Operations”), (iii) it shall not incur any indebtedness or other liabilities except for (A) obligations hereunder and under the Other Management Agreements, (B) liabilities for the salaries and benefits of its officers and employees and (C) other liabilities incurred in the ordinary course of business in connection with its Permitted Operations, (iv) it shall not consolidate with any other Person or merge with or into any other Person, or sell its properties and assets as, or substantially as, an entirety without the prior written consent of the Owner Representative, and (v) it shall comply in all material respects with the provisions of its organizational documents.

(b) SBA Finance hereby covenants that it shall not sell or transfer ownership of the Manager to a non-Affiliate.

SECTION 19. Removal, Substitution or Acquisition of Sites. If during the Term of this Agreement an Owner assigns or otherwise transfers all of its right, title and interest in and to any Site to a Person other than another Owner or the Lender (whether pursuant to a taking under the power of eminent domain or otherwise) or otherwise ceases to have an interest in a Site, this Agreement shall terminate (as to that Site only) on the date of such assignment or transfer and the Owners shall promptly deliver to Manager an amended Schedule I reflecting the removal of such Site from the scope of this Agreement. Upon the termination of this Agreement as to a particular Site, the Manager and the Owners shall be released and discharged from all liability hereunder with respect to such Site for the period from and after the applicable termination date and the Manager shall have no further obligation to perform any Site Management Services with respect thereto from and after such date. In addition, the Owners may at any time add any Additional Site or Additional Borrower Site to Schedule I in connection with a substitution or property addition permitted under the terms of the Loan Agreement. Upon such substitution or property addition, the Owners shall promptly deliver to Manager an amended Schedule I reflecting the addition of such Additional Site or Additional Borrower Site, whereupon the Manager shall assume responsibility for the performance of the Site Management Services hereunder with respect to such Additional Site.

SECTION 20. Term of Agreement.

(a) Term. This Agreement shall be in effect during the period (the “Term”) commencing on the date hereof and ending at 5:00 p.m. (New York time) on the Expiration Date, unless sooner terminated in accordance with the provisions of this Section 20. This Agreement shall have successive terms of thirty (30) days and shall terminate automatically at the end of any 30-day period unless renewed by the Owners, or the Lender, for an additional 30 days. The Owners shall be required to renew the Agreement unless otherwise directed by the Lender. This Agreement shall be extended for successive 30-day periods by written notice to that effect to the Manager from the Owner Representative (or the Lender on its behalf) delivered on or prior to the then-current Expiration Date (an “Extension Notice”). Each of the Owners and the Manager agree that if the Owner Representative fails to deliver an Extension Notice to the Manager by the Expiration Date, the Manager shall, on such Expiration Date, provide Lender with written notice of such failure and Lender shall have ten (10) Business Days following its receipt of such notice to deliver an Extension Notice to the Manager, and upon delivery of such Extension Notice the Expiration Date shall be extended to the date falling thirty 30 days after the

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Expiration Date as in effect immediately prior to such Extension Notice. Upon delivery of an Extension Notice, the then-current Expiration Date shall be automatically extended to the date specified therein without any further action by any party.

(b) Termination for Cause. The Owner Representative (or the Lender on its behalf) shall have the right, upon notice to the Manager, to terminate this Agreement: (i) upon the declaration of an “Event of Default” under (and as defined in) the Loan Agreement, (ii) 30 days after written notice from the Lender following the latest Rated Final Distribution Date for any Subclass of Certificates, (iii) if the DSCR falls to less than 1.1x as of the end of any calendar quarter and the Lender reasonably determines, pursuant to the Loan Agreement, that such decline in the DSCR is primarily attributable to acts or omissions of the Manager rather than factors affecting the Owners’ industry generally, (iv) 30 days after notice from the Lender if the Manager has engaged in fraud, gross negligence or willful misconduct arising from or in connection with its performance under this Agreement, or (v) if the Manager defaults in the performance of its obligations hereunder and such default (A) could reasonably be expected to have a Material Adverse Effect and (B) remains unremedied for 30 days after the Manager receives written notice thereof.

(c) Automatic Termination for Bankruptcy, etc. If the Manager or any Owner files a petition for bankruptcy, reorganization or arrangement, or makes an assignment for the benefit of the creditors or takes advantage of any insolvency or similar law, or if a receiver or trustee is appointed for the assets or business of the Manager or any Owner and is not discharged within ninety (90) days after such appointment, then this Agreement shall terminate automatically; provided that if any such event shall occur with respect to less than all of the Owners, then this Agreement will terminate solely with respect to the Owner or Owners for which such event has occurred and the respective Sites owned, leased or managed by such Owner(s). Upon the termination of this Agreement as to a particular Owner, the Manager and such Owner shall be released and discharged from all liability hereunder for the period from and after the applicable termination date and the Manager shall have no further obligation to perform any Services for such Owner or any Sites owned, leased or managed by such Owner from and after such date.

(d) Resignation by Manager. Unless and until the Loan Agreement has terminated in accordance with its terms and all amounts due and owing thereunder have been paid in full, the Manager shall not resign from the obligations and duties hereby imposed on it hereunder except upon determination that (i) the performance of its duties hereunder is no longer permissible under applicable law and (ii) there is no reasonable action which can be taken to make the performance of its duties hereunder permissible under applicable law. Any such determination under clause (d)(i) above permitting the resignation of the Manager shall be evidenced by an opinion of counsel (who is not an employee of the Manager) to such effect delivered, and in form and substance reasonably satisfactory, to the Owner Representative and the Sevicer. From and after the date on which the Loan Documents have been terminated in accordance with their respective terms and all amounts due and owing and all other obligations to be performed thereunder have all been satisfied in full, the Manager shall have the right in its sole and absolute discretion, upon 30 days’ prior written notice to the Owner Representative and Servicer, to resign from the obligations and duties hereby imposed on it. This Agreement shall terminate on the effective date of any resignation of the Manager permitted under this paragraph (d).

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SECTION 21. Duties upon Termination. Upon the expiration or termination of the Term, the Manager shall have no further right to act for any Owner or to draw checks on the Operating Account and shall promptly (i) furnish to the Owner Representative or its designee all keys, key cards or access codes required in order to obtain access to the Sites, (ii) deliver to the Owner Representative or its designee (or if the Loan is then still outstanding, to the Servicer) all rent, income, tenant security deposits and other monies due or belonging to the Owners under this Agreement but received after such termination, (iii) deliver to the Owner Representative or its designee all books, files, abstracts, contracts, leases, materials and supplies, budgets and other Records relating to the Sites or the performance of the Services and (iv) upon request, assign, transfer, or convey, as required, to the respective Owners all service contracts and personal property relating to or used in the operation and maintenance of the Sites, except any personal property which was paid for and is owned by Manager. The Manager shall also, for a period of ninety (90) days after such expiration or termination, make itself available to consult with and advise the Owners regarding the operation and maintenance of the Sites or otherwise to facilitate an orderly transition of management to a new manager of the Sites. If the Owners elect to renew the Management Agreement, the Manager will be obligated to continue to serve in such capacity unless it becomes unlawful for it to do so. This Section 21 shall survive the expiration or earlier termination of this Agreement (whether in whole or part).

SECTION 22. Indemnities.(a) Subject to Section 23(g), the Owners jointly and severally agree to indemnify, defend and hold the Manager harmless from and against, any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Sites, the Manager’s performance of the Services hereunder, or the exercise by the Manager of the powers or authorities herein or hereafter granted to the Manager, except for those actions omissions and breaches of Manager in relation to which the Manager has agreed to indemnify the Owners pursuant to Section 22(b).

(b) Subject to Section 23(g), the Manager agrees to indemnify, defend and hold the Owners harmless from and against any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way arising out of (i) any acts or omissions of the Manager or its agents, officers or employees in the performance of the Services hereunder constituting fraud, misfeasance, bad faith or negligence or (ii) any material breach of any representation or warranty made by the Manager hereunder.

(c) “Indemnified Party” and “Indemnitor” shall mean the Manager and Owners, respectively, as to Section 22(a) and shall mean the Owners and Manager, respectively, as to Section 22(b). If any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 22, the Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof; but the Indemnitor shall not be required to pay the fees and expenses of such

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separate counsel unless such separate counsel is employed with the written approval and consent of the Indemnitor, which shall not be unreasonably withheld or refused.

(d) The indemnities in this Section 22 shall survive the expiration or termination of the Agreement.

SECTION 23. Miscellaneous.

(a) Amendments. No amendment, supplement, waiver or other modification of this Agreement shall be effective unless in writing and executed and delivered by the Manager, SBA Finance and the Owner Representative; provided that, until all of the Loan Documents have been terminated in accordance with their respective terms and all amounts due and owing and all other obligations to be performed thereunder have all been satisfied in full, any material amendment, supplement, waiver or other modification of this Agreement shall also require the consent of the Lender and Rating Agency Confirmations from each Rating Agency. No failure by any party hereto to insist on the strict performance of any obligation, covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy available upon a breach of this Agreement, shall constitute a waiver of any of the terms of this Agreement.

(b) Notices. Any notice or other communication required or permitted hereunder shall be in writing and may be delivered personally or by commercial overnight carrier, telecopied or mailed (postage prepaid via the US postal service) to the applicable party at the following address (or at such other address as the party may designate in writing from time to time); however, any such notice or communication shall be deemed to be delivered only when actually received by the party to whom it is addressed:

(1) To the Owners:

c/o SBA Properties, Inc.

5900 Broken Sound Parkway NW

Boca Raton, FL 33487

Attention: Tom Hunt

Facsimile: (561) 989-2941

(2) To Manager:

SBA Network Management, Inc.

5900 Broken Sound Parkway NW

Boca Raton, FL 33487

Attention: Tom Hunt

Facsimile: (561) 989-2941

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(3) To SBA Finance:

SBA Senior Finance, Inc.

5900 Broken Sound Parkway NW

Boca Raton, FL 33487

Attention: Tom Hunt

Facsimile: (561) 989-2941

(4) To Lender/Servicer:

Midland Loan Services, Inc.

10851 Mastin, Suite 300

Overland Park, Kansas 66210

(c) Assignment, etc. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. None of the rights, interests, duties, or obligations created by this Agreement may be assigned, transferred, or delegated in whole or in part by the Manager or any Owner, and any such purported assignment, transfer, or delegation shall be void; provided, however, that (i) the Owners may assign this Agreement to the Lender and grant a security interest in their rights and interests hereunder pursuant to the Loan Documents and (ii) the Manager may, in accordance with the Operation Standards, utilize the services of third-party service providers to perform all or any portion of its Services hereunder; and provided, further, that Manager may not use any third-party service providers to prepare any Manager Reports or to perform any Services described in Section 9(b) or Section 13(a) without the consent of the Servicer (such consent not to be unreasonably withheld). Notwithstanding the appointment of a third-party service provider, the Manager shall remain primarily liable to the Owners to the same extent as if the Manager were performing the Services alone, and the Manager agrees that no additional compensation shall be required to be paid by the Owners in connection with any such third-party service provider. The Lender shall be a third party beneficiary under this Agreement with respect to the Owners’ rights and remedies hereunder.

(d) Entire Agreement; Severability. This Agreement constitutes the entire agreement between the parties hereto, and no oral statements or prior written matter not specifically incorporated herein shall be of any force or effect. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

(e) Limitations on Liability.

(i) Notwithstanding anything herein to the contrary, neither the Manager nor any director, officer, employee or agent of the Manager shall be under any liability to the Owners, SBA Finance or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Manager against any liability to the Owners, SBA Finance or the Lender for the material breach of a representation or warranty made by the

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Manager herein or against any liability which would otherwise be imposed on the Manager by reason of fraud, misfeasance, bad faith or negligence in the performance of the Services hereunder.

(ii) No party will be liable to any other for special, indirect, incidental, exemplary, consequential or punitive damages, or loss of profits, arising from the relationship of the parties or the conduct of business under, or breach of this Agreement.

(iii) Notwithstanding any other provision of this Agreement or any rights which the Manager might otherwise have at law, in equity, or by statute, any liability of an Owner to the Manager shall be satisfied only from such Owner’s interest in the Sites, the Leases, the Site Management Agreements, the Insurance Policies and the proceeds thereof; and then only to the extent that such Owner has funds available to satisfy such liability in accordance with the Loan Documents (any such available funds being hereinafter referred to as “Available Funds”). In the event the Available Funds of an Owner are insufficient to pay in full any such liabilities of an Owner, the excess of such liabilities over such Available Funds shall not constitute a claim (as defined in the United States Bankruptcy Code) against such Owner unless and until a proceeding of the type described in Section 23(j) is commenced against such Owner by a party other than the Manager.

(iv) No officer, director, employee, agent, shareholder, member or Affiliate of any Owner, SBA Finance or the Manager (except, in the case of an Owner, for Affiliates that are also Owners hereunder) shall in any manner be personally or individually liable for the obligations of any Owner, SBA Finance or the Manager hereunder or for any claim in any way related to this Agreement or the performance of the Services.

(v) The provisions of this Section 23(e) shall survive the expiration and termination of this Agreement.

(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(g) Litigation Costs. If any legal action or other proceeding of any kind is brought for the enforcement of this Agreement or because of a default, misrepresentation, or any other dispute in connection with any provision of this Agreement or the Services, the successful or prevailing party shall be entitled to recover all fees and other costs incurred in such action or proceeding, in addition to any other relief to which it may be entitled.

(h) Confidentiality. Each party hereto agrees to keep confidential (and (a) to cause its respective officers, directors and employees to keep confidential and (b) to use its best efforts to cause its respective agents and representatives to keep confidential) the Information (as defined below) and all copies thereof; extracts therefrom and analyses or other materials based thereon, except that the parties hereto shall be permitted to disclose Information (i) to the extent required by the Loan Documents, applicable laws and regulations or by any subpoena or similar legal process, (ii) as requested by Rating Agencies, (iii) to the extent provided in the

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Memorandum (as defined in the Trust and Servicing Agreement), (iv) to the parties to the Loan Documents who are subject to the confidentiality provisions contained therein and (v) to actual or prospective Tenants. For the purposes of this paragraph (h), the term “Information” will mean the terms and provisions of this Agreement and all financial statements, certificates, reports, Records, agreements and information (including the Leases, the Site Management Agreements and all analyses, compilations and studies based on any of the foregoing) that relate to the Sites or the Services, other than any of the foregoing that are or become publicly available other than by a breach of the confidentiality provisions contained herein.

(i) Owners’ Representative and Agent. From time to time during the Term, the Owners shall appoint one (1) Owner (the “Owner Representative”) to serve as the Owners’ representative and agent to act, make decisions, and grant any necessary consents or approvals hereunder, collectively, on behalf of all of the Owners. SBA Properties, Inc. shall act as the initial Owner Representative hereunder and is hereby authorized to take such action as agent on its behalf and to exercise such powers as are delegated to the Owner Representative by the terms hereof, together with such powers as are reasonably incidental thereto.

(j) No Petition. Prior to the date that is one year and one day after the date on which (a) all of the Loan Documents have been terminated in accordance with their respective terms and (b) all amounts due and owing and all other obligations to be performed thereunder have all been satisfied in full in accordance with the terms thereof; the Manager shall not institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against any Owner.

(k) Other Management Agreements. The Owners hereby acknowledge and agree that the Manager may become a party to Other Management Agreements and, as a result, the Manager may engage in business activities that are in competition with the business of the Owners in respect of the Sites. Nothing in this Agreement shall in any way preclude the Manager or its Affiliates, subsidiaries, officers, employees and agents from engaging in any business activity (including the operation, maintenance, leasing and/or marketing of telecommunications sites for itself or for others), even if, by doing so, such activities could be construed to be in competition with the business activities of the Owners; provided that (i) if the Manager arranges for a Lease of a telecommunication site with a tenant that is also a Tenant under a Lease with an Owner, such new Lease will be separate from and independent of the Lease(s) between the Tenant and such Owner, (ii) unless a Site has been released pursuant to Article XI of the Loan Agreement, the Manager will not solicit a tenant to transfer its Lease from a Site owned, leased or managed by an Owner to a telecommunication site owned, leased or managed by a Person that is not an Owner, (iii) if the Tenant with respect to a Site is an Affiliate of the Manager, the Manager shall perform all Services in respect of such Site in the same manner as if such Tenant were not an Affiliate and (iv) in all cases the Manager shall perform its duties and obligations hereunder in accordance with the Operation Standards notwithstanding any potential conflicts of interest that may arise, including any relationship that the Manager may have with any Tenant or any other owners of telecommunication sites that it manages.

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(l) Headings. Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to effect the construction of, or to be taken into consideration in interpreting, this Agreement.

(m) Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall constitute an original, but all of which when taken together shall constitute one contract. Delivery of an executed counterpart of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

[NO ADDITIONAL TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

Manager:	SBA NETWORK MANAGEMENT, INC.
	By:	/s/ Thomas P. Hunt
		Name: Thomas P. Hunt
		Title: Senior Vice President
Owners:	SBA PROPERTIES, INC.
	By:	/s/ Thomas P. Hunt
		Name: Thomas P. Hunt
		Title: Senior Vice President
Solely as owner of the Manager:	SBA SENIOR FINANCE, INC.
	By:	/s/ Thomas P. Hunt
		Name: Thomas P. Hunt
		Title: Senior Vice President

Signature Page to Management Agreement

EX-21

Exhibit 21

Subsidiaries of SBA Communications Corporation

Name	Relationship	Jurisdiction
SBA Telecommunications, Inc.	100% owned by SBA Communications Corporation	Florida
SBA Senior Finance, Inc.	100% owned by SBA Telecommunications, Inc.	Florida
SBA Senior Finance II LLC	100% owned by SBA Senior Finance, Inc.	Florida
SBA Network Services, Inc.	100% owned by SBA Senior Finance II LLC	Florida
SBA CMBS-1 Holdings LLC	100% owned by SBA Senior Finance, Inc.	Delaware
SBA CMBS-1 Depositor LLC	100% owned by SBA Senior Finance, Inc.	Delaware
SBA CMBS-1 Guarantor LLC	100% owned by SBA CMBS-1 Holdings LLC	Delaware
SBA Towers, Inc.	100% owned by SBA Senior Finance II LLC	Florida
SBA Properties, Inc.	100% owned by SBA CMBS-1 Guarantor LLC	Florida
SBA Sites, Inc.	100% owned by SBA Senior Finance II LLC	Florida

As of December 31, 2005, SBA Senior Finance, Inc. owned, directly and indirectly, 13 additional subsidiaries, 10 of which are incorporated in U.S. jurisdictions and three of which are organized in foreign jurisdictions. These subsidiaries, in the aggregate as a single subsidiary, would not constitute a “Significant Subsidiary” as defined in Rule 405 under the Securities Act as of December 31, 2005.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

Registration Statement (Form S-3 No. 333-41306)

Registration Statement (Form S-3 No. 333-41308)

Registration Statement (Form S-4 No. 333-71460)

Registration Statement (Form S-4 No. 333-46730)

Registration Statement (Form S-8 No. 333-69236)

Registration Statement (Form S-8 No. 333-46734)

Registration Statement (Form S-8 No. 333-82245)

Registration Statement (Form S-8 No. 333-115246)

of our reports dated March 8, 2006, with respect to the consolidated financial statements of SBA Communications Corporation, SBA Communications Corporation management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of SBA Communications Corporation, included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

West Palm Beach, Florida	/s/ Ernst & Young LLP
March 8, 2006

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jeffrey A. Stoops, Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-K of SBA Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2006

By:	/s/ Jeffrey A. Stoops
Name:	Jeffrey A. Stoops
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Anthony J. Macaione, Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-K of SBA Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2006

By:	/s/ Anthony J. Macaione
Name:	Anthony J. Macaione
Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Required by 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report of SBA Communications Corporation (the “Company”), on Form 10-K for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey A. Stoops, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 10, 2006	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Required by 18 U.S.C. Section 1350

(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report of SBA Communications Corporation (the “Company”), on Form 10-K for the period ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony J. Macaione, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 10, 2006	/s/ Anthony J. Macaione
	Anthony J. Macaione
	Chief Financial Officer