BRIDGE LOAN AND OVERRIDE AGREEMENT

                                                                    EXHIBIT 10.7

                                                                  EXECUTION COPY

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                                 BRIDGE LOAN AND

                               OVERRIDE AGREEMENT

                                  BY AND AMONG

                       GLOBAL SIGNAL ACQUISITIONS II LLC,

                                  AS BORROWER,

                   THE LENDERS FROM TIME TO TIME PARTY HERETO,

                             BANK OF AMERICA, N.A.,

                AS CO-ADMINISTRATIVE AGENT AND CALCULATION AGENT,

                                       AND

                       MORGAN STANLEY ASSET FUNDING INC.,

                 AS CO-ADMINISTRATIVE AGENT AND COLLATERAL AGENT

                            DATED AS OF MAY 26, 2005

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                                TABLE OF CONTENTS

                                                                            Page

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                                    ARTICLE A

                      INCORPORATION AND OVERRIDE PROVISIONS

Section A.1    General Override Provision                                     2

Section A.2    Particular Sections                                            2

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1    Certain Defined Terms..........................................2

                                   ARTICLE II

                       TERMS OF THE LOANS AND COMMITMENTS

Section 2.1    Loan Commitments..............................................16

Section 2.2    Procedure for Borrowing.......................................17

Section 2.3    Interest Rates and Payment Dates..............................17

Section 2.4    Repayment of Loans; Evidence of Debt..........................18

Section 2.5    Extension of Maturity Date....................................19

Section 2.6    [Reserved]....................................................19

Section 2.7    Optional Prepayment...........................................19

Section 2.8    Mandatory Prepayments.........................................20

Section 2.9    Computation of Interest and Fees..............................20

Section 2.10   Inability to Determine Interest Rate..........................21

Section 2.11   Pro Rata Treatment and Payments...............................21

Section 2.12   Illegality....................................................22

Section 2.13   Requirements of Law...........................................22

Section 2.14   Taxes.........................................................24

Section 2.15   Breakage......................................................28

                                   ARTICLE III

                              CONDITIONS PRECEDENT

Section 3.1    Additional Conditions.........................................28

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                                       -i-

Section 4.1    Additional Representations and Warranties.....................30

                                    ARTICLE V

                                    COVENANTS

Section 5.1    Additional Covenants..........................................31

                                   ARTICLE VI

                                   [RESERVED]

                                   ARTICLE VII

                                   [RESERVED]

                                  ARTICLE VIII

                          ADDITIONAL EVENTS OF DEFAULT

Section 8.1    Event of Default..............................................36

                                   ARTICLE IX

                                   [RESERVED]

                                    ARTICLE X

                       PLEDGE OF OTHER COMPANY COLLATERAL

                                   ARTICLE XI

                                   [RESERVED]

                                   ARTICLE XII

                                   [RESERVED]

                                  ARTICLE XIII

                                   [RESERVED]

                            ARTICLE XIIIA THE AGENTS

                                      -ii-

Section 13A.1   Appointment...................................................39

Section 13A.2   Delegation of Duties..........................................40

Section 13A.3   Exculpatory Provisions........................................40

Section 13A.4   Reliance by Agents............................................40

Section 13A.5   Notice of Default.............................................41

Section 13A.6   Non-Reliance on Agents and Other Lenders......................41

Section 13A.7   Indemnification...............................................41

Section 13A.8   Agents in Their Individual Capacity...........................42

Section 13A.9   Successor Agents..............................................42

                                   ARTICLE XIV

                                  MISCELLANEOUS

Section 14.1    Amendments and Waivers........................................43

Section 14.2    Notices.......................................................43

Section 14.3    Successors and Assigns; Participations and Assignments........45

Section 14.4    Adjustments; Set off..........................................49

Section 14.5    Indemnification and Expenses..................................49

Section 14.6    GOVERNING LAW.................................................51

Section 14.7    Submission To Jurisdiction; Waivers...........................51

Section 14.8    Confidentiality...............................................51

Section 14.9    Takeout Financing; Securitization Loan Agreements.............52

Section 14.10   No Recourse Against Conduit Lenders...........................52

Section 14.11   Program Support Providers.....................................53

Section 14.12   Limited Recourse to Certain Loan Parties......................53

                                      -iii-

SCHEDULES

   Schedule A.2      Inoperative Provisions of the Securitization Loan Agreement

                        Form

   Schedule 2.1      Loan Commitment Percentages, Applicable Lending Offices and

                        Notice Addresses

   Schedule 1.1      Replaced Terms

   Schedule 4.1      Filing Offices

   Schedule 5.1(d)   Allocated Purchase Price

   Schedule 14.3     Competitors

EXHIBITS

   Exhibit A         Securitization Loan Agreement Form

   Exhibit B         Form of Note

   Exhibit C         Form of Assignment and Acceptance

   Exhibit D         Form of Limited Recourse Parent Guarantee

   Exhibit E         Section 2.14 Certificate

   Exhibit F         [Intentionally omitted.]

   Exhibit G         Form of Subsidiary Guarantee

   Exhibit H         Form of Pledge Agreement

   Exhibit I         Form of Title Policy

   Exhibit J         Form of Legal Opinion

ANNEXES

   Annex I           Form of Notice of Borrowing

   Annex II          Form of Notice of Prepayment

                                      -iv-

                       BRIDGE LOAN AND OVERRIDE AGREEMENT

          BRIDGE LOAN AND OVERRIDE AGREEMENT, dated as of May 26, 2005

(including, without limitation, the terms of the Securitization Loan Agreement

Form referenced herein to the extent incorporated herein, this "AGREEMENT"), by

and among Global Signal Acquisitions II LLC, a Delaware limited liability

company (the "BORROWER"), the lenders from time to time parties to this

Agreement (the "LENDERS"), Bank of America, N.A. ("BANA"), as co-administrative

agent and calculation agent, and Morgan Stanley Asset Funding Inc. ("MSAFI"), as

co-administrative agent and collateral agent for the Lenders hereunder and under

the other Loan Documents (as defined below).

                                    RECITALS

          WHEREAS, Global Signal Inc., a Delaware corporation and the ultimate

parent company of the Borrower ("GLOBAL SIGNAL"), has entered into that certain

Agreement to Contribute, Lease and Sublease, dated as of February 14, 2005 (as

the same may be amended, the "AGREEMENT TO LEASE AND SUBLEASE"), among Sprint

Corporation, a Kansas corporation ("SPRINT"), certain subsidiaries of Sprint

(the "CONTRIBUTORS") and Global Signal, pursuant to which the Contributors have

agreed to contribute a portfolio of wireless communication towers to one or more

newly formed, bankruptcy-remote special purpose subsidiaries of Sprint

(collectively, the "SPRINT SPV"), and ultimately to sublease (and/or permit the

Borrower to operate) such towers to the Borrower for the Borrower to operate

such towers for a period of up to 32 years under one or more Master Lease and

Subleases (as the same may be amended, collectively, the "LEASE AGREEMENT") to

be entered into by and among the Sprint SPV, as Lessor, the Borrower, as Lessee,

Sprint, the Contributors and Global Signal (the Agreement to Lease and Sublease

and the Lease Agreement are collectively referred to herein as the "SPRINT

ACQUISITION DOCUMENTS" and the contribution and leasing of such towers by the

Borrower pursuant to the Sprint Acquisition Documents being referred to herein

as the "SPRINT ACQUISITION").

          WHEREAS, pursuant to the Sprint Acquisition Documents, simultaneously

with the consummation of the Sprint Acquisition, the Equity Investors will

contribute (the "EQUITY CONTRIBUTION") approximately $250,000,000 to the

Borrower.

          WHEREAS, the Borrower has requested that the Lenders extend a term

loan to the Borrower in an amount not to exceed the Aggregate Loan Commitment

(as hereinafter defined), the proceeds of which will be used to provide a

portion of the financing of the Sprint Acquisition.

          WHEREAS, the Borrower and the Lenders desire that the Loans be

refinanced on or prior to the Maturity Date (as hereinafter defined) through an

assignment of the Loans to a new lender pursuant to a whole loan securitization

transaction (the "SECURITIZATION") on terms and conditions substantially as set

forth in the form of the Amended and Restated Loan and Security Agreement

attached hereto as EXHIBIT A (as modified pursuant to this Agreement, the

"SECURITIZATION LOAN AGREEMENT FORM").

          WHEREAS, to facilitate the assignment of the Loans pursuant to the

Securitization, the Borrower has requested that the Securitization Loan

Agreement Form govern the terms and conditions of the Loans, as modified by this

Agreement.

          NOW, THEREFORE, in consideration of the premises and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Borrower, the Lenders and the Agents hereby agree as follows:

                                    ARTICLE A

                      INCORPORATION AND OVERRIDE PROVISIONS

          Section A.1 General Override Provision. The parties hereto hereby

agree to make loans to the Borrower on the terms of the Securitization Loan

Agreement Form, and hereby agree that the Securitization Loan Agreement Form is

hereby incorporated herein in its entirety as if it were set forth directly

herein and forms part of this Agreement, in each case as modified as set forth

in this Agreement and subject to the override set forth in the following

sentence. Notwithstanding any provision of the Securitization Loan Agreement

Form to the contrary, the provisions of this Agreement shall control and to the

extent of a conflict with the provisions of the Securitization Loan Agreement

Form respecting such matters, the terms and conditions of this Agreement shall

override such provisions of the Securitization Loan Agreement Form.

          Section A.2 Particular Sections. Notwithstanding the foregoing, the

provisions of the Securitization Loan Agreement Form listed on SCHEDULE A.2 (the

"INOPERATIVE PROVISIONS") shall not be incorporated herein or form part of this

Agreement and shall have no force or effect until, if and when, the occurrence

of the Securitization, pursuant to SECTION 14.9.

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.1 Certain Defined Terms. (a) The terms defined below are

used in this Agreement as so defined.

          "ACQUISITION": the Sprint Acquisition and any other acquisition by the

Borrower of (i) Towers, (ii) all of the Capital Stock of any Person that holds

Towers as a principal asset, and/or (iii) a fee, easement, or long term ground

lease interest in real property upon which wireless communications towers are,

or are to be, located.

          "ADMINISTRATIVE AGENTS": the BANA Administrative Agent and the Morgan

Stanley Administrative Agent; each, an "Administrative Agent".

          "AGENTS": collectively, the Administrative Agents, the Calculation

Agent and the Collateral Agent.

          "AGGREGATE ACQUISITION PRICE": the aggregate Rent and Pre-Lease Rent

to be prepaid by the Borrower to the Sprint SPV on the Effective Date (as

defined in the Lease

                                      -2-

Agreement) pursuant to Section 11(a) of the Lease Agreement, together with (i)

reasonable and customary transaction costs (including commissions), (ii) the

reasonable fees and expenses of counsel to the Borrower for services rendered in

connection with the Sprint Acquisition and (iii) the amount of taxes that are

payable by the Borrower as a result of the Sprint Acquisition, in an amount not

to exceed $45,000,000 in the aggregate for all items described in clauses (i)

through (iii).

          "AGGREGATE LOAN COMMITMENT": the lesser of (a) $850,000,000 and (b)

70% of the Aggregate Acquisition Price.

          "AGREEMENT": as defined in the preamble to this Agreement.

          "AGREEMENT TO LEASE AND SUBLEASE": as defined in the first recital to

this Agreement.

          "APPLICABLE LENDING OFFICE": for each Lender, the lending office of

such Lender designated for each Type of Loan on SCHEDULE 2.1 hereto (or any

other lending office from time to time notified to its Administrative Agent by

such Lender) as the office at which its Loans are to be made and maintained.

          "APPLICABLE MARGIN": for any Loan of any Type on any day, (i) during

the period from the Closing Date through October 20, 2005, 1.50% per annum in

the case of Eurodollar Loans, and 1.50% in the case of Base Rate Loans, and (ii)

thereafter, the applicable rate per annum set forth below, based upon the Net

Tower Cash Flow as of October 20, 2005 (the levels of Net Tower Cash Flow and

Applicable Margin are set forth on the table below and referred to in this

Agreement as "LEVEL I" and "LEVEL II", respectively):

<TABLE>

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                                      Applicable Margin for    Applicable Margin

Level         Net Tower Cash Flow        Eurodollar Loans     for Base Rate Loans

---------------------------------------------------------------------------------

Level I    Greater than or equal to

           $86,000,000                        1.50%                  1.50%

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Level II   Less than $86,000,000              1.75%                  1.75%

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</TABLE>

; provided that on the date of the first extension of the Maturity Date pursuant

to SECTION 2.5, the Applicable Margin for Eurodollar Loans and Base Rate Loans

under both Levels I and II shall each be increased by 0.25%, and on the date of

the second extension of the Maturity Date pursuant to SECTION 2.5, the

Applicable Margin for Eurodollar Loans and Base Rate Loans under Levels I and II

shall each be increased by 0.75% above the Applicable Margin in effect after the

first extension of the Maturity Date.

          "APPROVED FUND": (a) with respect to any Lender, any Bank CLO of such

Lender, and (b) with respect to any Lender that is a fund that invests in

commercial loans and similar extensions of credit, any other fund that invests

in commercial loans and similar

                                      -3-

extensions of credit and is managed by the same investment advisor as such

Lender or by an Affiliate of such investment advisor.

          "ASSET SALE": any sale, lease or other disposition of property or

series of related sales, leases or other dispositions of property (excluding any

such sale, lease or other disposition permitted by SECTIONS 5.1(G) (II), (III)

and (IV)).

          "ASSIGNEE": as defined in SECTION 14.3(C).

          "ASSIGNMENT AND ACCEPTANCE": as defined in SECTION 14.3(C).

          "BANA": as defined in the preamble to this Agreement.

          "BANA ADMINISTRATIVE AGENT": BANA in its capacity as co-administrative

agent hereunder for the BANA Syndicate, and any successor co-administrative

agent appointed by the BANA Syndicate in accordance with SECTION 13A.9.

          "BANA SYNDICATE": BANA, as an Initial Lender under this Agreement,

together with any Assignees of its Loan.

          "BANK CLO": as to any Lender, any entity (whether a corporation,

partnership, trust or otherwise) that is engaged in making, purchasing, holding

or otherwise investing in commercial loans and similar extensions of credit in

the ordinary course of its business and is administered or managed by such

Lender or an Affiliate of such Lender.

          "BASE RATE" means for any day a fluctuating rate per annum equal to

the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of

interest in effect for such day as publicly announced from time to time by the

Calculation Agent as its "prime rate." The "prime rate" is a rate set by the

Calculation Agent based upon various factors including the Calculation Agent's

costs and desired return, general economic conditions and other factors, and is

used as a reference point for pricing some loans, which may be priced at, above,

or below such announced rate. Any change in such rate announced by the

Calculation Agent shall take effect at the opening of business on the day

specified in the public announcement of such change.

          "BASE RATE LOAN" means a Loan that bears interest based on the Base

Rate.

          "BOARD": the Board of Governors of the Federal Reserve System of the

United States (or any successor).

          "BORROWER": as defined in the preamble to this Agreement.

          "CALCULATION AGENT": so long as BANA is an Administrative Agent, BANA,

and if BANA is not an Administrative Agent, such other Administrative Agent

selected by the Required Lenders.

          "CASH EQUIVALENTS": (a) securities with maturities of 90 days or less

from the date of acquisition issued or fully guaranteed or insured by the United

States Government or any agency thereof, (b) certificates of deposit and

eurodollar time deposits with maturities of 90 days

                                      -4-

or less from the date of acquisition and overnight bank deposits of any Lender

or of any commercial bank having capital and surplus in excess of $500,000,000,

(c) repurchase obligations of any Lender or of any commercial bank satisfying

the requirements of clause (b) of this definition, having a term of not more

than seven days with respect to securities issued or fully guaranteed or insured

by the United States Government, (d) commercial paper of a domestic issuer rated

at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof

by Moody's and in either case maturing within 90 days after the day of

acquisition, (e) securities with maturities of 90 days or less from the date of

acquisition issued or fully guaranteed by any state, commonwealth or territory

of the United States, by any political subdivision or taxing authority of any

such state, commonwealth or territory or by any foreign government, the

securities of which state, commonwealth, territory, political subdivision,

taxing authority or foreign government (as the case may be) are rated at least A

by S&P or A by Moody's, (f) securities with maturities of 90 days or less from

the date of acquisition backed by standby letters of credit issued by any Lender

or any commercial bank satisfying the requirements of clause (b) of this

definition or (g) shares of money market mutual or similar funds which invest

exclusively in assets satisfying the requirements of clauses (a) through (f) of

this definition.

          "CHANGE OF CONTROL": the occurrence of any of the following:

          (a) the Equity Investors and/or any Person controlled by Fortress

Investment Group LLC or Greenhill Capital Partners, L.P. or any of their

respective Affiliates shall collectively, directly or indirectly, cease to own

and/or control in the aggregate (i) at least 51% of the voting interest in the

Capital Stock of Global Signal or (ii) at least 51% of the voting and economic

interest (directly or indirectly) in the Capital Stock of GSOP; or

          (b) Global Signal shall cease to own at least 51% of the voting and

economic interest in the Capital Stock of GSOP; or

          (c) GSOP shall cease to own at least 100% of the voting and economic

interest in the Capital Stock of the Borrower; or

          (d) with respect to any direct or indirect Subsidiary of GSOP, an

event or series of events resulting in GSOP ceasing to own directly or

indirectly less than 100% of the Capital Stock of such Subsidiary (other than

pursuant to a dissolution of such Subsidiary); or

          (e) an event or series of events by which during any period of 12

consecutive months, a majority of the members of the board of directors or other

equivalent governing body of Global Signal, GSOP and/or any Subsidiary of GSOP

cease to be composed of individuals (i) who were members of that board or

equivalent governing body on the first day of such period, (ii) whose election

or nomination to that board or equivalent governing body was approved by

individuals referred to in clause (i) above constituting at the time of such

election or nomination at least a majority of that board or equivalent governing

body or (iii) whose election or nomination to that board or other equivalent

governing body was approved by individuals referred to in clauses (i) and (ii)

above constituting at the time of such election or nomination at least a

majority of that board or equivalent governing body (excluding, in the case of

both clause (ii) and clause (iii), any individual whose initial nomination for,

or assumption of office as, a

                                      -5-

member of that board or equivalent governing body occurs as a result of an

actual or threatened solicitation of proxies or consents for the election or

removal of one or more directors by any person or group other than a

solicitation for the election of one or more directors by or on behalf of the

board of directors);

provided that in no event shall the merger of GSOP with or into Global Signal or

a Subsidiary of Global Signal be deemed a "Change of Control" so long as the

Required Lenders reasonably determine that such merger is not adverse to their

interests and provide written notice to the Borrower of the same. For the

purposes of this definition, "control" of a Person (including, with its

correlative meanings, "controlled by" and "under common control with") means the

power, directly or indirectly, either to (a) vote 10% or more of the securities

having ordinary voting power for the election of directors of such Person or (b)

direct or cause the direction of the management and policies of such Person,

whether by contract or otherwise.

          "CLOSING DATE": the date on which the conditions precedent set forth

in ARTICLE III of the Securitization Loan Agreement Form and ARTICLE III hereof

shall be satisfied or waived.

          "COLLATERAL AGENT": MSAFI as collateral agent for the Lenders,

together with any successor Collateral Agent appointed pursuant to SECTION 13A.9

of this Agreement.

          "COMMONLY CONTROLLED ENTITY": an entity, whether or not incorporated,

which is under common control with Global Signal or the Borrower within the

meaning of Section 4001 of ERISA or is part of a group which includes Global

Signal or the Borrower and which is treated as a single employer under Section

414(b) or (c) of the IRC or, for purposes of the IRC, Section 414(m) or (o) of

the IRC.

          "CONDUIT ASSIGNEE": any special purpose entity that finances its

activities directly or indirectly through asset-backed commercial paper and is

administered by a Lender or any of its Affiliates and designated by such Lender

from time to time to accept an assignment from the Conduit Lender in such

Lender's Syndicate of all or a portion of the Loans.

          "CONDUIT LENDER": any special purpose entity administered by any

Lender (or an affiliate of such Lender) which funds Loans hereunder and has been

designated by such Lender in a written notice to Borrower; provided, that the

designation by any Lender of a Conduit Lender shall not relieve the designating

Lender of any of its obligations to fund a Loan under this Agreement if, for any

reason, its Conduit Lender fails to fund any such Loan, and provided, further,

that no Conduit Lender shall be deemed to have any Loan Commitment. Upon the

designation of any Conduit Lender by a Lender, such Conduit Lender shall have

all of the rights of a "Lender" hereunder and under the other Loan Documents.

          "CONSOLIDATED EBITDA": with respect to any Person and its consolidated

Subsidiaries for any period of determination, the sum (determined on a

consolidated basis), without duplication, of (a) net income for such period,

plus (b) amortization, accretion and depreciation for such period, plus (c)

interest expense (determined in accordance with GAAP) for such period, plus (d)

actual taxes based on income for such period, plus (e) extraordinary losses for

such period, including losses on early extinguishment of debt, minus (f)

extraordinary

                                      -6-

gains for such period, plus (g) losses on foreign currency exchange for such

period, minus (h) gains on foreign currency exchange for such period, plus (i)

for purposes of calculating Consolidated EBITDA of the Borrower, costs or

amortization expense associated with obtaining title insurance and mortgaging

and perfecting liens on properties to be mortgaged to the Collateral Agent, plus

(j) non-cash charges associated with stock-based compensation expense plus (k)

non-cash accrued straight-line rent expense recorded under SFAS 13 plus (l)

acquisition costs associated with the Sprint Acquisition to the extent (x) such

costs are not capitalized and (y) such costs are included in the budget of such

acquisition costs previously provided to the Administrative Agents in connection

with the Sprint Acquisition, plus (m) asset write-down charges related to

discontinued operations. For purposes of clauses (b) through (m) above, such

amounts shall be deducted from, or added to, net income, in each case only to

the extent such amounts were included in the calculation of net income; provided

that the calculation of Consolidated EBITDA shall be adjusted to annualize the

financial results of Towers owned, leased or managed by such Person and its

Subsidiaries for less than one year as follows: (i) the Consolidated EBITDA

attributed to any Tower owned, leased or managed by such Person and its

Subsidiaries for less than one year but greater than or equal to one month shall

be the Consolidated EBITDA attributed to such Tower for the period commencing on

the date of the Acquisition of such Tower through the last day of the most

recently completed month times, a fraction, the numerator of which is 12 and the

denominator of which is the number of calendar months completed since the date

of such Acquisition, and (ii) the Consolidated EBITDA for Towers owned, leased

or managed for less than one month shall be the estimated annual Consolidated

EBITDA for such Towers based upon the budgeted annualized results of such Towers

determined in a manner consistent with the methodology set forth in EXHIBIT F

and adjusted to reflect the financial results of such Towers on a consolidated

basis (as opposed to a stand-alone per Tower basis).

          "CONSOLIDATED INDEBTEDNESS": for any Person and its consolidated

Subsidiaries at such time, the aggregate Indebtedness of such Person and its

consolidated Subsidiaries determined on a consolidated basis in accordance with

GAAP.

          "CONTINUE", "CONTINUATION" and "CONTINUED": the continuation of a

Eurodollar Loan from one day to the next day.

          "CONTRIBUTORS": as defined in the first recital to this Agreement.

          "CONVERT", "CONVERSION" and "CONVERTED": a conversion of Eurodollar

Loans into Base Rate Loans, which may be accompanied by the transfer by a Lender

(at its sole discretion) of a Loan from one Applicable Lending Office to

another.

          "DERIVATIVES COUNTERPARTY": as defined in SECTION 5.1(I).

          "EQUITY CONTRIBUTION": as defined in the second recital to this

Agreement.

          "EQUITY INVESTORS": Fortress Pinnacle Acquisition LLC, FRIT PINN LLC

and Greenhill Capital Partners, L.P., Greenhill Capital, L.P., Greenhill Capital

Partners (Executives), L.P. and Greenhill Capital Partners (Cayman), L.P. or any

other Person reasonably acceptable to the Required Lenders.

                                      -7-

          "EUROCURRENCY RESERVE REQUIREMENTS": for any day as applied to a

Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as

a decimal fraction) of reserve requirements current on such day (including,

without limitation, basic, supplemental, marginal and emergency reserves under

any regulations of the Board or other Governmental Authority having jurisdiction

with respect thereto), as now and from time to time hereafter in effect, dealing

with reserve requirements prescribed for eurocurrency funding (currently

referred to as "EUROCURRENCY LIABILITIES" in Regulation D) maintained by a

member bank of the Federal Reserve System.

          "EURODOLLAR RATE": with respect to a Eurodollar Loan, for the First

Interest Period 3.09%, and for any Interest Period thereafter, a rate per annum

determined by the Calculation Agent pursuant to the following formula:

                                              Eurodollar Base Rate

               Eurodollar Rate = ---------------------------------------------

                                    1.00 - Eurocurrency Reserve Requirements

          Where,

          "EURODOLLAR BASE RATE" means, for such Interest Period:

          (a) the rate per annum equal to the rate determined by the Calculation

     Agent to be the offered rate that appears on the page of the Telerate

     screen 3750 (or any successor thereto) that displays an average British

     Bankers Association Interest Settlement Rate for deposits in Dollars (for

     delivery the first day of such Interest Period) with a term equivalent to

     such Interest Period, determined as of approximately 11:00 a.m. (London

     time) two Business Days prior to the first day of such Interest Period, or

          (b) if the rate referenced in the preceding clause (a) does not appear

     on such page or service or such page or service shall not be available, the

     rate per annum equal to the rate determined by the Calculation Agent to be

     the offered rate on such other page or other service that displays an

     average British Bankers Association Interest Settlement Rate for deposits

     in Dollars (for delivery on the first day of such Interest Period) with a

     term equivalent to such Interest Period, determined as of approximately

     11:00 a.m. (London time) two Business Days prior to the first day of such

     Interest Period, or

          (c) if the rates referenced in preceding clauses (a) and (b) are not

     available, the rate per annum equal to the rate determined by the

     Calculation Agent as the rate of interest at which deposits in Dollars for

     delivery on the first day of such Interest Period in same day funds in the

     approximate amount of the Eurodollar Loan being made, continued or

     converted by Bank of America and with a term equivalent to such Interest

     Period would be offered by Bank of America's London Branch to major banks

     in the London interbank Eurodollar market at their request at approximately

     4:00 p.m. (London time) two Business Days prior to the first day of such

     Interest Period.

          "EURODOLLAR LOANS": Loans to which the applicable rate of interest is

based upon the Eurodollar Rate.

                                      -8-

          "EURODOLLAR RESERVE PERCENTAGE": for any day during any Interest

Period, the reserve percentage (expressed as a decimal, carried out to five

decimal places) in effect on such day, whether or not applicable to any Lender,

under regulations issued from time to time by the FRB (or any successor thereto)

for determining the maximum reserve requirement (including any emergency,

supplemental or other marginal reserve requirement) with respect to Eurocurrency

funding (currently referred to as "Eurocurrency liabilities"). The Eurodollar

Rate for each outstanding Eurodollar Loan shall be adjusted automatically as of

the effective date of any change in the Eurodollar Reserve Percentage.

          "EXCLUDED TAXES": as defined in SECTION 2.14(G).

          "EXTRAORDINARY RECEIPT": any cash received by or paid to or for the

account of any Person other than in the ordinary course of business in respect

of tax refunds, pension plan reversions, proceeds of insurance (other than

proceeds of Recovery Events, proceeds of business interruption insurance to the

extent such proceeds constitute compensation for lost earnings and proceeds from

reinsurance received in the ordinary course of business), indemnity payments,

purchase price adjustments received in connection with any purchase agreement

(or other similar agreement) and payments in respect of judgments or settlements

of claims, litigation or proceedings; provided that Extraordinary Receipts shall

not include cash receipts received from proceeds of indemnity payments or

payments in respect of judgments or settlements of claims, litigation or

proceedings to the extent that such proceeds, awards or payments are received by

any Person in respect of any third party claim against or loss by such Person

and promptly applied to pay (or to reimburse such Person for its prior payment

of) such claim or loss and the costs and expenses of such Person with respect

thereto so long as such application is commenced prior to or within 90 days

after the receipt of such proceeds, awards, or payments and that any such

expense being so reimbursed was not charged by a Loan Party or a Subsidiary or

Affiliate of a Loan Party.

          "FEDERAL FUNDS EFFECTIVE RATE": for any day, the rate per annum equal

to the weighted average of the rates on overnight Federal funds transactions

with members of the Federal Reserve System arranged by Federal funds brokers on

such day, as published by the Federal Reserve Bank of New York on the Business

Day next succeeding such day; provided that (a) if such day is not a Business

Day, the Federal Funds Rate for such day shall be such rate on such transactions

on the next preceding Business Day as so published on the next succeeding

Business Day, and (b) if no such rate is so published on such next succeeding

Business Day, the Federal Funds Rate for such day shall be the average rate

(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to

the Calculation Agent on such day on such transactions as determined by the

Calculation Agent.

          "FEE LETTER": the fee letter by and among the Borrower, BANA and

Morgan Stanley in connection with this Agreement.

          "FIRST INTEREST PERIOD": means the date of the draw of funds under

Section 2.2 and ending on the third (3rd) Business Day of July 2005.

          "GLOBAL SIGNAL": as defined in the first recital to this Agreement.

                                      -9-

          "GSOP": Global Signal Operating Partnership L.P., a Delaware limited

partnership and its successors and assigns.

          "GSOP CREDIT AGREEMENT": the Second Amended and Restated Credit

Agreement, dated as of April 15, 2005 between GSOP, as borrower, Bank of

America, N.A., as administrative agent and letter of credit issuer and the

lenders from time to time party thereto.

          "GOVERNING DOCUMENTS": (i) with respect to any corporation, the

certificate or articles of incorporation and the bylaws; (ii) with respect to

any limited liability company, the certificate or articles of formation or

organization and operating agreement; and (iii) with respect to any partnership,

joint venture, trust or other form of business entity, the partnership, joint

venture or other applicable agreement of formation or organization and any

agreement, instrument, filing or notice with respect thereto filed in connection

with its formation or organization with the applicable Governmental Authority in

the jurisdiction of its formation or organization and, if applicable, any

certificate or articles of formation or organization of such entity.

          "INITIAL LENDERS": BANA and MSAFI, comprising all of the initial

Lenders under this Agreement.

          "INSOLVENCY": with respect to any Multiemployer Plan, the condition

that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "INTEREST PAYMENT DATE": (a) with respect to payments to be made to

the Lenders in any Syndicate, the third (3rd) Business Day of each calendar

month (commencing on the third (3rd) Business Day of July, 2005) immediately

following delivery of a written notice by the Administrative Agent for such

Syndicate to the Borrower setting forth in reasonable detail the amount of

accrued and unpaid interest thereon at such time or (b) the date of any

repayment or prepayment of Loans.

          "INTEREST PERIOD": as to each Eurodollar Loan, (x) the First Interest

Period, (y) if and when such Eurodollar Loan is Converted from a Base Rate Loan,

initially, the date of such Conversion and ending on the date one month

thereafter, and (z) thereafter, each period commencing on the last day of the

next preceding Interest Period applicable to such Eurodollar Loan and ending on

the date one month thereafter. No Interest Period shall extend beyond the

Maturity Date and if any Interest Period would otherwise end on a day that is

not a Business Day unless such Business Day is beyond the Maturity Date, such

Interest Period shall be extended to the next succeeding Business Day.

          "INTEREST RATE AGREEMENT": any interest rate swap agreement, interest

rate cap agreement, interest rate collar agreement, interest rate hedging

agreement or other similar agreement or arrangement, each of which is for the

purpose of hedging the interest rate exposure associated with the Borrower's and

its Subsidiaries' operations and not for speculative purposes.

          "LENDERS": as defined in the preamble to this Agreement.

          "LEVEL I": as defined in the definition of "Applicable Margin".

                                      -10-

          "LEVEL II": as defined in the definition of "Applicable Margin".

          "LIMITED RECOURSE PARENT GUARANTEE": the Parent Guarantee dated as of

the date hereof made by Global Signal and GSOP in favor of the Collateral Agent

for the benefit of the Agents and the Lenders, substantially in the form of

EXHIBIT D, as the same may be amended, supplemented and otherwise modified from

time to time.

          "LOANS": as defined in SECTION 2.1(A).

          "LOAN COMMITMENT": with respect to any Lender, the obligation of such

Lender to make a Loan to the Borrower hereunder on the Closing Date pursuant to

SECTION 2.1 in a principal amount equal to its percentage interest in the

Aggregate Loan Commitment set forth opposite such Lender's name on SCHEDULE 2.1

under the caption "LOAN COMMITMENT PERCENTAGE."

          "LOAN DOCUMENTS": this Agreement (including the provisions of the

Securitization Loan Agreement Form incorporated herein), the Notes, the Deeds of

Trust, the Assignment of Management Agreement, the Subsidiary Guarantee, the

Limited Recourse Parent Guarantee, the Pledge Agreement, the Environmental

Indemnity, the Financing Statements, the Cash Management Agreement, the Fee

Letter and any and all other documents and agreements executed by any of the

Borrower, Guarantor or Manager in connection with this Agreement.

          "LOAN FACILITY": the Loan Commitments and the Loans made thereunder.

          "LOAN PARTIES": the Borrower, GSOP, Global Signal, the Manager and

each Subsidiary of the Borrower which is a party to any Loan Document.

          "LOAN PERCENTAGE": as to any Lender at any time, the fraction

(expressed as a percentage), the numerator of which is the unpaid principal

amount of the Loans of such Lender at such time and the denominator of which is

the aggregate unpaid principal amount of the Loans of all Lenders.

          "MATURITY DATE": the Original Maturity Date, or such later date to

which such date may be extended pursuant to SECTION 2.5.

          "MORGAN STANLEY ADMINISTRATIVE AGENT": MSAFI, as co-administrative

agent hereunder for the Morgan Stanley Syndicate, and any successor

co-administrative agent appointed by the Morgan Stanley Syndicate pursuant to

SECTION 13A.9.

          "MORGAN STANLEY SYNDICATE": MSAFI, as an Initial Lender under this

Agreement, together with any Assignees of its Loan.

          "MSAFI": as defined in the preamble to this Agreement.

          "MULTIEMPLOYER PLAN": a Plan which is a "multiemployer plan" as

defined in Section 4001(a)(3) of ERISA and which is subject to Title IV of

ERISA.

                                      -11-

          "NET CASH PROCEEDS": the gross cash proceeds received by the Borrower

or any of its Subsidiaries in connection with or as a result of (a) any sale,

lease or sublease of any assets, (b) the issuance of any Indebtedness, (c) the

issuance of any equity (other than equity issued to a Loan Party by another Loan

Party or any net proceeds of an equity offering used to fund the Aggregate

Acquisition Price on or prior to the Closing Date), and (d) the receipt of any

capital contributions (other than by a Loan Party with respect to capital

contributions made by another Loan Party) or Extraordinary Receipts, minus with

respect to each of the foregoing (so long as each of the following are estimated

in good faith by the management of the Borrower and certified to the

Administrative Agents in reasonable detail by an authorized officer of the

Borrower) (i) actual taxes paid or payable with respect to such asset sale or

Recovery Event (if any) in an amount equal to the tax liability of the Borrower

or any of its Subsidiaries in respect of such sale or Recovery Event (taking

into account all tax benefits of each of the parties), (ii) reasonable and

customary transaction costs payable by the Borrower or any such Subsidiary of

the Borrower to any Person that is not an Affiliate or an Equity Investor or

Affiliate of an Equity Investor related to such transaction, (iii) Indebtedness

secured by the assets sold or otherwise subject to a Recovery Event that is

immediately repaid as a consequence of such sale, except Indebtedness that

constitutes any of the Obligations, (iv) with respect to clause (a), the portion

of such cash proceeds reserved for post-closing adjustments, including, without

limitation, indemnification payments and purchase price adjustments which are

held in a third-party escrow account or in a segregated deposit account in which

the Collateral Agent has a first priority perfected security interest; provided

that on the date all such post-closing adjustments have been determined, the

amount (if any) by which the reserved amount exceeds the actual post-closing

adjustments payable by the Borrower or any of its Subsidiaries shall constitute

Net Cash Proceeds on such date, and (v) with respect to clause (a), an amount,

not in excess of the taxable gain recognized on such asset sale, necessary to

meet the REIT Distribution Requirement with respect thereto.

          "NET TOWER CASH FLOW": at any time, an amount equal to (i) the

aggregate annualized amount of the rent then payable by all lessees under Leases

with respect to Towers, or, in the case of Towers that are Managed Properties,

the revenue then due to the Borrower or any of its Subsidiaries under the Site

Management Agreement for such Towers (net of any payments required to be

remitted by the Borrower or its Subsidiaries to the owner or lessor of such

Towers), less (ii) the sum of (a) the aggregate annualized current insurance

expense, real estate and property taxes, ground lease payments (if any) and

amounts payable to a third party owner under any Site Management Agreement (if

applicable) with respect to the Towers; (b) the aggregate trailing twelve

(12)-month Maintenance Capital Expenditures and other expenses in respect of the

Towers for direct maintenance expenses, utilities, licensing and permitting

(provided, that in no event shall any item referred to in clauses (a) and (b) of

this definition (including Maintenance Capital Expenditures and utilities paid

by Sprint treated as a reduction in the Purchase Price) be deducted in respect

of any Tower the maintenance of which is the obligation of a Person other than

the Borrower or one or more of its Subsidiaries); and (c) a management fee equal

to the greater of (x) $9,600,000 per annum and (y) 5.00% of the aggregate

annualized amount of the rent then payable by all lessees under the Leases. For

purposes of clause (ii)(a) of this definition, the amount of "current" expenses,

taxes and other payments shall be determined, for the first month after the

Acquisition of any Tower, with respect to the Towers acquired pursuant to the

Sprint Acquisition, the amount set forth in Exhibit A of the Securitization Loan

Agreement Form under the heading "insurance, taxes and ground/lease

                                      -12-

payments" and, at any time thereafter, based on the actual amount of such

expenses, taxes and other payments. For purposes of clause (b) of this

definition, the calculation of the aggregate trailing twelve (12)-month

Maintenance Capital Expenditures and other expenses with respect to any Tower

(in each case after giving effect to the proviso thereto) shall be based on (i)

at the time of the Acquisition of such Tower and for one month thereafter, (A)

with respect to Maintenance Capital Expenditures and direct maintenance

expenses, the higher of (x) the sum of the actual annual budgeted Maintenance

Capital Expenditures and the annual budgeted direct maintenance expenses for

such Tower, and (y) $700, and (B) with respect to all other expenses, the

information obtained from the seller of such Tower pursuant to the

pre-acquisition due diligence process of the Loan Parties, and (ii) at any time

after the first month until the first anniversary of the Acquisition of such

Tower, the actual amount of such Maintenance Capital Expenditures and other

expenses, annualized based on the number of months that have passed since the

date of such Acquisition. The calculation of Net Tower Cash Flow shall be

subject to the last sentence of Section 5.1(d)(v).

          "NON-EXCLUDED TAXES": as defined in SECTION 2.14(A).

          "NON-EXEMPT LENDER": as defined in SECTION 2.14(F).

          "NOTE": as defined in SECTION 2.4(E).

          "NOTICE OF BORROWING": as defined in SECTION 2.2(A).

          "ORAL LEASES": those Leases which are oral and not subject to any

written agreement.

          "ORIGINAL MATURITY DATE": the day that is twelve (12) months after the

Closing Date, or if such date is not a Business Day, the next Business Day.

          "OTHER TAXES": as defined in SECTION 2.14(B).

          "PARTICIPANTS": as defined in SECTION 14.3(B).

          "PBGC": the Pension Benefit Guaranty Corporation established pursuant

to Subtitle A of Title IV of ERISA.

          "PLAN": at a particular time, any employee benefit plan which is

covered by ERISA and in respect of which Global Signal, the Borrower or a

Commonly Controlled Entity is (or, if such plan were terminated at such time,

would under Section 4069 of ERISA be deemed to be) an "employer" as defined in

Section 3(5) of ERISA.

          "PLEDGE AGREEMENT": the Pledge Agreement dated as of the date hereof

made by Global Signal, GSOP and any Person that becomes a party thereto pursuant

to Section 5(e) thereof in favor of the Collateral Agent, substantially in the

form of EXHIBIT H, as the same may be amended, supplemented or otherwise

modified from time to time.

          "PROGRAM SUPPORT AGREEMENT": with respect to any Conduit Lender, any

agreement entered into by any Program Support Provider providing for the

issuance of one or

                                      -13-

more letters of credit for the account of the Conduit Lender (or any related

commercial paper issuer that finances the Conduit Lender), the issuance of one

or more surety bonds for which the Conduit Lender (or such related issuer) is

obligated to reimburse the applicable Program Support Provider for any drawings

thereunder, the sale by the Conduit Lender (or such related issuer) to any

Program Support Provider of the Conduit Lender's interest under this Agreement

and the Loans (or portions thereof or participations therein) and/or the making

of loans and/or other extensions of credit to the Conduit Lender (or such

related issuer) in connection with its commercial paper program, together with

any letter of credit, surety bond or other instrument issued thereunder.

          "PROGRAM SUPPORT PROVIDER": with respect to any Conduit Lender, any

Person now or hereafter extending credit or having a commitment to extend credit

to or for the account of, or to make purchases from, such Conduit Lender (or any

related commercial paper issuer that finances such Conduit Lender) or issuing a

letter of credit, surety bond or other instrument to support any obligations

arising under or in connection with such Conduit Lender's (or such related

issuer's) commercial paper program.

          "RECOVERY EVENT": any settlement of or payment in respect of any

property or casualty insurance claim or any condemnation proceeding relating to

any asset of the Borrower or any of its Subsidiaries.

          "REIT DISTRIBUTION REQUIREMENT": distributions in an amount reasonably

necessary to enable Global Signal to pay the dividends required to maintain its

REIT Status and not be subject to corporate level tax based on income or to

excise tax under Section 4981 of the IRC.

          "REIT STATUS": with respect to any Person, such Person's status as a

real estate investment trust, as defined in Section 856(a) of the IRC, that

satisfies the conditions and limitations set forth in Section 856(b) and 856(c)

of the IRC.

          "REGISTER": as defined in SECTION 2.4(C).

          "REGULATION D": Regulation D of the Board as in effect from time to

time.

          "REORGANIZATION": with respect to any Multiemployer Plan, the

condition that such plan is in reorganization within the meaning of Section 4241

of ERISA.

          "REPORTABLE EVENT": any of the events set forth in Section 4043(c) of

ERISA, other than those events as to which the thirty day notice period is

waived under Sections .21, .22, .23, .26, .27 or .28 of PBGC Reg. Section 4043.

          "REQUIRED LENDERS": at any time, Lenders the Loan Percentages of which

aggregate more than 50%.

          "REQUIRED SYNDICATE LENDERS": with respect to either Syndicate,

Lenders the Loan Percentages of which aggregate more than 50% of the total Loan

Percentages of all the Lenders in such Syndicate.

                                      -14-

          "REQUIREMENTS OF LAW": as to any Person, the certificate of

incorporation and by laws or other organizational or Governing Documents of such

Person, and any law, treaty, rule or regulation or determination of an

arbitrator or a court or other Governmental Authority, in each case applicable

to or binding upon such Person or any of its property or to which such Person or

any of its property is subject.

          "SECTION 2.14 CERTIFICATE": as defined in SECTION 2.14(F)(II).

          "SECURITIZATION": as defined in the third recital to this Agreement.

          "SECURITIZATION LOAN AGREEMENT": as defined in SECTION 14.9.

          "SECURITIZATION LOAN AGREEMENT FORM": as defined in the third recital

to this Agreement.

          "SPRINT": as defined in the first recital to this Agreement.

          "SPRINT ACQUISITION": as defined in the first recital to this

Agreement.

          "SPRINT ACQUISITION DOCUMENTS": as defined in the first recital to

this Agreement.

          "SPRINT SPV": as defined in the first recital to this Agreement.

          "S&P": Standard & Poor's Ratings Services, a division of The

McGraw-Hill Companies, Inc.

          "SUBSIDIARY": as to any Person, a corporation, partnership or other

entity of which shares of stock or other ownership interests having ordinary

voting power (other than stock or such other ownership interests having such

power only by reason of the happening of a contingency) to elect a majority of

the board of directors or other managers of such corporation, partnership or

other entity are at the time owned, or the management of which is otherwise

controlled, directly or indirectly through one or more intermediaries, or both,

by such Person. Unless otherwise qualified, all references to a "SUBSIDIARY" or

to "SUBSIDIARIES" in this Agreement shall refer to a Subsidiary or Subsidiaries

of the Borrower.

          "SUBSIDIARY GUARANTEE": a Guarantee made by each Subsidiary (if any)

of the Borrower in favor of the Collateral Agent for the benefit of the Agents

and the Lenders, substantially in the form of EXHIBIT G as the same may be

amended, supplemented or otherwise modified from time to time.

          "SYNDICATE": either the BANA Syndicate or the Morgan Stanley

Syndicate.

          "SYNTHETIC LEASE": any lease entered into in connection with the lease

or acquisition of fixed assets which is treated under GAAP as an operating lease

but for tax purposes as a capital lease.

          "TAXES": as defined in SECTION 2.14(A).

                                      -15-

          "TAKEOUT FINANCING": a Securitization or a bank and/or bond, equity or

other financing transaction by Global Signal, the Borrower or any other

Affiliate of Global Signal, the proceeds of which are used to repay the Loans in

connection with the maturity of the Loans or early termination of the Loan

Facility.

          "TAKEOUT FINANCING NOTICE": as defined in SECTION 14.9.

          "THRESHOLD AMOUNT": $1,000,000.

          "TRANSFEREE": as defined in SECTION 14.3(E).

          "TYPE": as to any Loan, its nature as a Base Rate Loan or a Eurodollar

Loan.

          "ULTIMATE LENDER": as defined in SECTION 14.9.

          (b) Certain Replaced Terms. Each occurrence of the following terms in

the Securitization Loan Agreement Form shall be replaced as indicated below:

          (i) Each reference to "Borrower Parties" shall be deemed to be a

     reference to "Loan Parties", mutatis mutandis.

          (ii) Each reference to "Lender" listed in Part 1 of SCHEDULE 1.1 shall

     be deemed to be a reference to "Administrative Agents", mutatis mutandis.

          (iii) Each reference to "Lender" listed on Part 2 of SCHEDULE 1.1

     shall be deemed to be a reference to "Collateral Agent", mutatis mutandis.

          (iv) Each reference to "Lender" listed on Part 3 of SCHEDULE 1.1 shall

     be deemed to be a reference to "Agents", mutatis mutandis.

          (v) Each reference to "Lender" or "the Lender" listed on Part 4 of

     SCHEDULE 1.1 shall be deemed to be a reference to "each Lender" or "any

     Lender" as the context shall require, mutatis mutandis.

          (vi) Each reference to "Lender" listed on Part 5 of SCHEDULE 1.1 shall

     be deemed to be a reference to "the Required Lenders", mutatis mutandis.

          (vii) Each reference to "Lender" listed on Part 6 of SCHEDULE 1.1

     shall be deemed to be a reference to "each of the Lenders and the Agents",

     mutatis mutandis.

                                   ARTICLE II

                       TERMS OF THE LOANS AND COMMITMENTS

          Section 2.1 Loan Commitments.

          Subject to the terms and conditions hereof (including, without

limitation, the satisfaction of the conditions precedent set forth in ARTICLE

III of t