EQUITY INTEREST PURCHASE AGREEMENT

EXHIBIT 10.1

EXECUTION VERSION

CERTAIN PORTIONS OF THIS DOCUMENT INDICATED BY [*****] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED NON-PUBLIC PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EQUITY INTEREST PURCHASE AGREEMENT

By and Between

GLOBAL TOWER, LLC

and

AMERICAN CELLULAR CORPORATION

March 14, 2005

TABLE OF CONTENTS

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ATTACHMENTS :

EXHIBITS:

DISCLOSURE SCHEDULE:

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EQUITY INTEREST PURCHASE AGREEMENT

     Equity Interest Purchase Agreement, dated as of March 14, 2005, by and between Global Tower, LLC, a Delaware limited liability company (“ Buyer ”), and American Cellular Corporation, a Delaware corporation (“ Seller ”).

WITNESSETH:

     WHEREAS, Seller owns, maintains and leases to others space on certain Tower Structures as part of Seller’s and its Affiliates’ business of owning and operating wireless communications systems; and

     WHEREAS, immediately prior to Closing, Seller will contribute to a newly formed Delaware limited liability company, that is wholly-owned by Seller (“ Seller Sub ”), the Assets and Seller Sub will assume from Seller the Assumed Liabilities; and

     WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the member interests in Seller Sub (the “ Membership Interests ”), all subject to the terms and conditions set forth herein; and

     NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained and other valuable consideration, the receipt and adequacy whereof are hereby acknowledged, the parties hereto hereby, intending to be legally bound, represent, warrant, covenant and agree as follows:

ARTICLE 1
DEFINED TERMS

     As used herein, unless the context otherwise requires, the terms defined in Appendix A shall have the respective meanings set forth therein. Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa, and the reference to any gender shall be deemed to include all genders. Unless otherwise defined or the context otherwise clearly requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule and each Collateral Document executed or required to be executed pursuant hereto or thereto or otherwise delivered, from time to time, pursuant hereto or thereto. References to “hereof,” “herein” or similar terms are intended to refer to the Agreement as a whole and not a particular section, and references to “this Section” or “this Article” are intended to refer to the entire section or article and not a particular subsection thereof. The term “either party” shall, unless the context otherwise requires, refer to Buyer, on the one hand, and Seller, on the other hand.

ARTICLE 2
CONTRIBUTION OF ASSETS; ASSUMPTION OF LIABILITIES; PURCHASE AND SALE OF MEMBERSHIP INTERESTS

     2.1 Assets . On the terms and subject to the conditions set forth in this Agreement, Seller shall contribute to Seller Sub on or before the Closing Date, all right, title and interest of Seller in and to all of the Assets, free and clear of any Liens, except for Permitted Liens. “ Assets ” shall mean all of the following assets (provided, that Assets designated as either Rejected Sites or Remedial Sites shall not be contributed to Seller Sub and shall be retained by Seller at Closing in accordance with Section 6.8, and the term “Assets”, when used to refer to those assets being contributed by Seller to Seller Sub at Closing, shall be deemed to exclude any Rejected Sites and Remedial Sites):

     (a) all Tower Structures;

     (b) all Tower Sites;

     (c) all Tower Related Assets; and

     (d) all of Seller’s rights under any Governmental Authorizations (excluding FCC licenses or authorizations) held with respect to Seller’s ownership and use of the Tower Structures and Tower Sites, except for the Excluded Governmental Authorizations.

     For the purpose of clarity, unless specifically included as an Asset, it is the intention of the parties hereto that the Assets shall not include any assets located at a Tower Site used by Seller in the operation of its wireless services business and are of a type which would typically be supplied by a co-locating lessee on a Tower Site or assets which are the property of another co-locating lessee on such Tower Site.

     2.2 Excluded Assets . Nothing in this Agreement shall be deemed to transfer the Excluded Assets to Seller Sub, and all assets of Seller and its Affiliates not set forth in Section 2.1 above shall be excluded from the Assets and all right, title and interest therein shall be retained by Seller and its Affiliates (other than Seller Sub), including, without limitation, the following assets (collectively, “ Excluded Assets ”):

     (a) all equipment cabinets and shelters (other than equipment shelters included in the Tower Structures) used or occupied exclusively by Seller or any of its Affiliates; mounting platforms used or occupied by Seller or any of its Affiliates; above-ground fuel tanks; electrical panels; the utility service lines connecting the power pole to any of Seller’s or its Affiliates’ equipment power protection and connection boxes; microwave dishes; antennas and antenna connection boxes;

     (b) all wiring; coaxial cabling; conduits used to protect coaxial cables that are needed to power, monitor and operate Seller’s network equipment; microwave antennas and other transport related equipment and housings; cable; equipment generators,

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communications and other radio equipment and amplifiers; waveguides and ice bridges; combination locks and padlocks for fence gates; cell-sites-on-wheels, cell-sites-on-light-trucks and any other temporary transmitting equipment; all of the foregoing to the extent used by Seller or its Affiliates exclusively for its telecommunications operations at a Tower Site;

     (c) the rights that accrue or will accrue to Seller under this Agreement or any of the other Collateral Documents, including the consideration paid or to be paid to Seller hereunder and all accounts receivable, including rents and other amounts under the Tower Leases, in each case which accrue or are prorated prior to the Closing Date;

     (d) all books and records of Seller which do not specifically relate to the Assets (provided that Seller shall have the right to retain one set of copies of all books and records of Seller which do specifically relate to the Assets);

     (e) the rights to any of Seller’s claims for any Tax refunds, except to the extent that such claims relate to the operation of the Assets following the Closing;

     (f) any claims or rights against third parties arising or relating to periods prior to the Closing Date except to the extent that such claims or rights are included in the Assumed Liabilities;

     (g) all assets, properties and rights related to Rejected Sites and, pending cure of the pertinent Defect(s) in accordance with Section 6.9, Remedial Sites;

     (h) all cash on hand and in financial institutions, cash equivalents, marketable securities, bonds and bank accounts (excluding any security deposits held on behalf of tenants, subtenants or licensees);

     (i) all insurance policies and, except as otherwise provided in clause (iii) of the definition of “Tower Related Assets”, all claims arising thereunder; and

     (j) the Excluded Governmental Authorizations.

     For the purpose of clarity, unless specifically included as an Asset, it is the intention of the parties hereto that the Excluded Assets shall include all assets located at a Tower Site which are used exclusively by Seller in the operation of its wireless services business and are of the type which would typically be supplied by a co-locating lessee on such Tower Site.

     2.3 Assumption of Assumed Liabilities; Retained Liabilities .

     (a)  Assumption of Assumed Liabilities . Subject to Section 2.3(b) below, on the terms and subject to the conditions set forth in this Agreement, at the Closing and at the same time as the contribution described in Section 2.1 above, Seller Sub shall, effective as of the Closing, assume and undertake to perform and otherwise pay, satisfy and discharge only the following liabilities (collectively, the “ Assumed Liabilities ”):

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          (i) all liabilities of Seller and its Affiliates under all Contracts included in the Assets (including, without limitation, the Site Leases and Tower Leases), but only to the extent such liabilities accrue or relate to the period from and after the Closing Date;

          (ii) the rents, Pro Ratable Taxes, charges and payments that are apportioned for the account of Seller Sub pursuant to Section 3.3(a) hereof;

          (iii) all liabilities which arise in connection with or relate to the ownership, lease, use or occupancy of or under the Assets from and after the Closing other than (A) Liens that are not Permitted Liens or (B) Retained Liabilities; and

          (iv) all liabilities arising out of the granting of the use or enjoyment of the benefits by Seller Sub under any Excluded Governmental Authorization pursuant to Section 6.2(e).

     (b)  Retained Liabilities . Notwithstanding anything to the contrary contained in this Agreement, Seller Sub is not assuming under this Agreement or any Collateral Document, and Seller Sub shall not be liable for, Retained Liabilities. “ Retained Liabilities ” shall mean any debt, claim, obligation or other liability, including any Lien that is not a Permitted Lien, of Seller or any of its Affiliates other than the Assumed Liabilities.

     2.4 Purchase and Sale of Membership Interests . Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Membership Interests, free and clear of all Liens other than Permitted Liens.

ARTICLE 3
PURCHASE PRICE; ADJUSTMENT; CLOSING

     3.1 Purchase Price . The purchase price for all of the Membership Interests (the “ Purchase Price ”) shall be an amount equal to (subject to adjustment pursuant to Sections 3.2 and 3.3) thirty-five million, one hundred thirty-eight thousand, five hundred thirty-six dollars ($35,138,536), minus an amount for each Rejected Site equal to the product of (x) the Purchase Price Cash Flow Multiple and (y) the amount set forth in Section 4.2(a) of the Disclosure Schedule in the column titled “Tower Cash Flow” for the applicable Rejected Site. At Closing, Buyer will pay to Seller the Purchase Price minus an amount for each Remedial site and each Rejected Site equal to the product of (x) the Purchase Price Cash Flow Multiple and (y) the amount set forth in Section 4.2(a) of the Disclosure Schedule in the column titled “Tower Cash Flow” for the applicable Remedial Site or Rejected Site (as adjusted, the “ Initial Purchase Price ”).

     3.2 Deposit .

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     (a) Simultaneously with the execution of this Agreement, Buyer is depositing as a good faith deposit seven hundred two thousand, seven hundred seventy-one dollars ($702,771) (the “ Deposit ”) with Sun Trust Bank (the “ Deposit Escrow Agent ”), to be held, invested and disbursed pursuant to the terms of a Deposit Escrow Agreement in the form of Exhibit A attached hereto (the “ Deposit Escrow Agreement ”).

     (b) If the Closing occurs, then the Deposit and all earnings on the Deposit (collectively, the “ Escrowed Funds ”) shall be retained by the Deposit Escrow Agent in its capacity as the escrow agent under the Remedial Site Escrow Agreement (the “ Remedial Site Escrow Agent ”), the Deposit Escrow Agreement shall automatically terminate and the Escrowed Funds (or, if applicable, a lesser amount as provided for in Section 3.3(d)), shall become the Remedial Site Escrow Amount, and the full amount of the Escrowed Funds as of the Closing Date shall be credited against and deducted from the Initial Purchase Price to be paid at Closing by Buyer for the Membership Interests.

     (c) If Seller terminates this Agreement in accordance with the provisions of either (i) Section 8.1(c)(ii)(A) resulting from a failure by Buyer to satisfy the requirements of Section 7.3(a), (c), (d), (e) or (f) or (ii) Section 8.1(c)(ii)(B), then Seller shall be entitled to liquidated damages in an amount equal to the Liquidated Damages Amount, and pursuant to the Deposit Escrow Agreement but subject to Section 8.2(b), the Escrowed Funds shall be released to Seller in partial satisfaction of the Liquidated Damages Amount payable to Seller.

     (d) In any other case if the Closing does not occur prior to the Termination Date, but subject to Section 8.2(b), then, pursuant to the Deposit Escrow Agreement, the Escrowed Funds shall be released to Buyer. For the avoidance of doubt, if Buyer terminates this Agreement pursuant to Section 8.1(d)(ii)(B), the Escrowed Funds shall be released to Buyer as soon as practicable in accordance with the terms of the Deposit Escrow Agreement.

     (e) All payments by the Deposit Escrow Agent shall be made in accordance with the procedures and other provisions set forth in the Deposit Escrow Agreement.

     3.3 Certain Apportionments; Remedial Site Escrow .

     (a) Notwithstanding any provision to the contrary in this Section 3.3(a) or elsewhere in this Agreement, at the Closing (or on any subsequent Conveyance Date with respect to the Cured Sites then being conveyed) the following items, to the extent they are related to the Assets (including any Accepted Sites but excluding any Rejected Sites and any Remedial Sites), shall be apportioned between Seller, on the one hand, and Seller Sub, on the other hand (the “ Apportionments ”): (i) rents and revenues under all Contracts included in the Assets; (ii) prepaid expenses relating to the Assets; (iii) Pro Ratable Taxes paid or payable with respect to the Assets; (iv) charges and payments under all Contracts included in the Assets; (v) charges and payments for tower light monitoring; (vi) charges for utilities (including, without limitation, telephone communications services); and (vii) all other items of income and expense with respect to the Tower Sites that are ordinarily prorated as of Closing in real estate transactions. Such Apportionments shall be made pro rata on a per diem basis as of the Closing Date so that all such rents, revenues, Pro Ratable Taxes, charges and payments attributable to the period prior

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to and including the Closing Date are for the account of Seller (such expenses being included in Retained Liabilities); and all such rents, revenues, Pro Ratable Taxes, charges and payments attributable to the period after the Closing Date (or the Subsequent Conveyance Date of any Cured Site) are for the account of Seller Sub (such expenses being included in Assumed Liabilities). In no event shall the Apportionments take into account any Excluded Asset or Retained Liability.

     (b) Seller shall prepare and submit to Buyer, not later than seven (7) Business Days prior to the Closing Date, a written good faith estimate of the amount of the Apportionments (“ Seller’s Estimate ”). Seller’s Estimate shall be accompanied by detailed supporting documents, work papers, subscriber records and other data (“ Support Documents ”) supporting each Apportionment. Seller’s Estimate shall be accompanied by a certificate signed by an officer of Seller certifying that Seller’s Estimate was calculated in good faith and in accordance with the provisions of this Section 3.3. If Buyer disputes any portion of Seller’s Estimate, Buyer and Seller shall use their respective commercially reasonable efforts to attempt in good faith to resolve such dispute prior to the Closing. If the dispute regarding the Seller’s Estimate relates to an amount that is less than or equal to forty thousand, one hundred fifty dollars ($40,150), the Closing shall proceed with the Apportionments based upon Seller’s Estimate. If the dispute regarding the Seller’s Estimate relates to an amount that is greater than forty thousand, one hundred fifty dollars ($40,150), then the arithmetic average of the Seller’s Estimate and the Buyer’s estimate of such Apportionment shall be used for purposes of Closing.

     (c) Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a certificate (the “ Closing Certificate ”) signed by an officer of Buyer providing a compilation of the Apportionments to be made pursuant to Section 3.3(a) as of the Closing Date including any changes in the Apportionments used at Closing, together with a copy of any Support Documents relating to such Closing Certificate and such other supporting evidence as Seller may reasonably request either prior to or after delivery thereof. If Seller shall conclude that the Closing Certificate does not accurately reflect the Apportionments to be made in accordance with this Section 3.3, Seller shall, within thirty (30) days after its receipt of the Closing Certificate (such 30 day period being referred to as the “ Response Period ”), deliver to Buyer a written statement of any discrepancies believed to exist. If Seller fails to so notify Buyer of any discrepancies, then the calculation of the Apportionments set forth in the Buyer’s Closing Certificate shall be controlling for all purposes hereof and Buyer or Seller, as the case may be, shall, on or before the fifth (5 ^th ) Business Day following the expiration of the Response Period, pay to the other the amount which it is obligated to pay in accordance with the Closing Certificate. On or before the fifth (5 ^th ) Business Day following the earlier to occur of the expiration of the Response Period and the date Buyer receives Seller’s statement of discrepancies, Buyer or Seller, as the case may be, shall pay the other the amount, if any, as to which there is no discrepancy. Buyer and Seller shall use good faith efforts to jointly resolve their discrepancies within twenty (20) days of Buyer’s receipt of Seller’s written statement of discrepancies, which resolution, if achieved, shall be binding upon the parties and not subject to further dispute or review. In the event Buyer and Seller are unable to resolve their differences within such twenty (20) day period, then either party may request that the matter be resolved by PricewaterhouseCoopers (the “ Independent Accountants ”). In submitting a dispute to the Independent Accountants, each of the parties shall furnish, at its own expense, the Independent Accountants and the other party with such Support

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Documents and information as the Independent Accountants may reasonably request. Each party may also furnish to the Independent Accounts such other information and documents as it deems relevant with the appropriate copies and notification being given to the other party. The Independent Accountants may conduct a conference concerning the disagreements between Seller and Buyer at which conference each party shall have the right to present additional documents, material and other evidence and to have present its advisors, accountants and counsel. The Independent Accountants shall promptly render a decision on the issues presented only, and such decision shall be final and binding on the parties. The fees and expenses of the Independent Accountants shall be divided equally between Buyer and Seller. Within five (5) days of receipt of the Independent Accountants’ decision with respect to such dispute, if Buyer is determined to owe an amount to Seller, Buyer shall pay such amount thereof to Seller, and if Seller is determined to owe an amount to Buyer, Seller shall pay such amount to Buyer. All amounts owed by Buyer or Seller to the other in accordance with this Section 3.3(c) shall be paid by wire transfer of immediately available funds and shall not bear any interest. All past due real estate and personal property taxes, if any, shall be paid by Seller at or before the applicable Closing. Seller expressly agrees that if it receives any rents, revenues or other payments under the Site Leases and Tower Leases after the applicable Closing Date, it shall promptly apportion such amounts in accordance with the terms of this Section 3.3 and deliver to Buyer the amount, if any, to which Buyer is entitled pursuant to the terms hereof.

     (d) At the Closing, with respect to those Assets which are classified as Remedial Sites and pursuant to Section 3.2, Buyer shall be deemed to have deposited with the Remedial Site Escrow Agent an amount equal to the lesser of (x) the Escrowed Funds and (y) two percent (2%) of the portion of the Purchase Price attributable to the Remedial Sites. Such amount shall be held, invested and disbursed pursuant to the terms of a Remedial Site Escrow Agreement in the form of Exhibit B attached hereto (the “ Remedial Site Escrow Agreement ”). On the first Business Day of the fourth (4 ^th ), seventh (7 ^th ), tenth (10 ^th ) and thirteenth (13 ^th ) month following the month in which the Closing occurs or on any other date or dates mutually agreed to by Buyer and Seller, with respect to all Remedial Sites, if any, which have become a Cured Site in accordance with Section 6.9 (a “ Subsequent Conveyance Date ”) and which have not yet been conveyed to Buyer, Buyer shall (i) cause Seller Sub to pay to Seller, by wire transfer of immediately available funds an amount equal to the sum of (a) 98% of the aggregate Remedial Site Amounts for all such Remedial Sites which became Cured Sites since the Closing Date or the preceding Subsequent Conveyance Date and (b) an amount equal to the applicable Remedial Site Apportionments Estimates relating to such Cured Sites (provided, that the terms and conditions of Section 3.3(c) shall apply, mutatis mutandis , to any dispute or true-up of the Remedial Site Apportionments), and (ii) instruct the Remedial Site Escrow Agent to release to Seller that portion of the Escrowed Funds that is equal to 2% of the aggregate Remedial Site Amounts of all such Remedial Sites which became Cured Sites since the Closing Date or the preceding Subsequent Conveyance Date. On such Subsequent Conveyance Date all such Cured Sites shall be transferred and conveyed to Seller Sub (or to another Person designated in writing by Buyer) pursuant to a bill of sale, Special Warranty Deed or assignment and assumption agreement, as appropriate, and, in any case, a “bring-down” certificate with respect to the Cured Sites being conveyed, in each case identical in all material respects, mutatis mutandis , to those delivered at Closing, and Buyer and Seller shall cause the Master Lease to be amended to include such Cured Sites as assets leased thereunder. If Seller Sub fails to pay such amount or direct the Remedial Site Escrow Agent to release such amount from the Escrowed Funds on the applicable

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Subsequent Conveyance Date, Seller shall at its option then be entitled to withdraw such amount pursuant to the Remedial Site Escrow Agreement. Any amount left on deposit with the Remedial Site Escrow Agent under the Remedial Site Escrow Agreement after the twelve month anniversary of the Closing Date, less any outstanding, unpaid portion of the Purchase Price attributable to Remedial Sites that have become Cured Sites, shall thereafter be returned to Buyer together with all earnings thereon, and the Purchase Price shall be correspondingly reduced by such amount (other than with respect to such earnings).

     3.4 Purchase Price Allocation . Buyer and Seller shall mutually agree upon a statement (the “ Tax Allocation Schedule ”) setting forth the value of the Assets, which shall be used for the allocation of the Purchase Price (together with the Assumed Liabilities) among the Assets. Seller and Buyer agree to report an allocation of such Purchase Price among the Assets in a manner entirely consistent with the Tax Allocation Schedule and agree to act in accordance with such Tax Allocation Schedule in the preparation of financial statements and filing of all Tax Returns (including, without limitation, filing Internal Revenue Service Form 8594 with its federal income tax return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation matter relating hereto.

     3.5 Closing . Unless this Agreement shall have been terminated pursuant to Section 8.1 and subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of the conditions set forth in Article 7 hereof, the closing (or if there are Remedial Sites, then the initial closing) of the Transactions (the “ Closing ”) will take place, at 10:00 a.m., on the Closing Date, at the offices of Edwards & Angell, LLP, 2800 Financial Plaza, Providence, Rhode Island 02903 on the Business Day that is the seventh (7th) Business Day after the date on which all of the conditions set forth in Article 7 (other than those which require delivery of opinions or documents at the Closing) shall have been satisfied or waived, unless another date, time or place is agreed to in writing by the parties. The date on which the Closing occurs is herein referred to as the “ Closing Date .” At the Closing, each of the parties shall deliver such bills of sale, assignments, Special Warranty Deeds, landlord consents, estoppels, assumptions of liabilities, opinions and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. At Closing, the Initial Purchase Price shall be paid by (a) the Deposit Escrow Agent delivering to the Remedial Site Escrow Agent, by wire transfer of immediately available funds or internal book entry, the amount of Escrowed Funds determined in accordance with Section 3.3(d), (b) the Deposit Escrow Agent delivering to Seller, by wire transfer of immediately available funds, the difference, if any, between (x) the amount of Escrowed Funds and (y) the amount of Escrowed Funds deposited or deemed deposited with the Remedial Site Escrow Agent pursuant to clause (a) above and (c) Buyer delivering to Seller, by wire transfer of immediately available funds, the balance of the Initial Purchase Price. All payments shall be made to such account (or accounts) in the United States as Seller shall designate in written instructions to Buyer, the Deposit Escrow Agent and the Remedial Site Escrow Agent not later than two (2) Business Days prior to the Closing.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER

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     Seller hereby represents and warrants to Buyer as follows:

     4.1 Organization and Business; Power and Authority; Effect of Transaction .

     (a) Seller is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, has all requisite corporate power and authority to own or hold under lease its properties and to conduct its business as now conducted and is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, has not had and will not reasonably be expected to have a Material Adverse Effect.

     (b) Seller has all requisite corporate power and authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Transactions; and the execution, delivery and performance by Seller of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite corporate and stockholder action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes, and each Collateral Document executed or required to be executed by it pursuant hereto or thereto or to consummate the Transactions when executed and delivered by Seller will constitute, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, moratorium, insolvency, reorganization, arrangement, voidable preference, fraudulent conveyance and other similar Laws relating to or affecting the rights or remedies of creditors and obligations of debtors generally and except as the same may be subject to the effect of general principles of equity.

     (c) Except for compliance with any applicable requirements of the Hart-Scott-Rodino Act, and the consents, authorizations and approvals set forth in Section 4.1(c) of the Disclosure Schedule (collectively the “ Required Consents ”), neither the execution and delivery by Seller of this Agreement or any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation of the Transactions by Seller will conflict with or result in a breach of any term, condition or provision of, or require the consent, authorization or approval of, any Person or Authority, under:

          (i) any governing document of Seller or Seller Sub;

          (ii) any Law applicable to Seller or Seller Sub;

          (iii) any Tower Lease or Site Lease; or

          (iv) any Governmental Authorization set forth in Section 4.4(a) of the Disclosure Schedule.

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     (d) Immediately prior to the Closing, Seller Sub will be a limited liability company duly organized and validly existing under the laws of the State of Delaware, and will have all necessary power and authority to own and operate the Assets as they are now being operated. A true and complete copy of the Certificate of Formation and operating agreement of Seller Sub are attached hereto as Exhibits E and F, respectively.

4.2 Financial Information; Ordinary Course of Business; Absence of Events

     (a) Section 4.2(a) of the Disclosure Schedule contains a list of certain financial information and cash flow reports (the “Cash Flow Reports”) relating to the Assets that have been previously furnished by Seller to Buyer with respect to the cash flow of each of the Tower Sites. The Cash Flow Reports are true and correct in all material respects. Section 4.2(a) of the Disclosure Schedule contains the true and correct Tower Cash Flow of Seller with respect to each Tower Site as of the Effective Date and has been calculated in accordance with the definition of Tower Cash Flow.

     (b) From January 1, 2005 to the date hereof, except as described on Section 4.2(b) of the Disclosure Schedule and except in connection with effecting the Transactions, with respect to the ownership and operation of the Assets, Seller has operated the Assets in the Ordinary Course of Business, used its reasonable business efforts to maintain and preserve the Assets and has not disposed of any of the Tower Assets, except for obsolescence and repairs and replacements in the Ordinary Course of Business.

     (c) Since January 1, 2005, no Material Adverse Effect has occurred.

     4.3 Title to Properties; Real Property Leases .

     (a) Section 4.3(a) of the Disclosure Schedule sets forth a description of all Owned Sites included in the Assets. Except as set forth on Section 4.3(a) of the Disclosure Schedule, Seller has good and marketable title to all Owned Sites, and a valid leasehold interest in all leased real property, and good and valid title to all tangible and intangible assets that are not interests in real property comprising the Assets, free and clear of all Liens, except (i) Permitted Liens and (ii) Liens set forth on Section 4.3(a) of the Disclosure Schedule, which Liens will be released prior to Closing. As of the Closing Date to Seller’s knowledge, all of the transmitting towers, ground radials, guy anchors, transmitting buildings and related improvements, if any, included in the Assets and located on the Owned Sites are located entirely within the boundaries of the Owned Sites on which they are located or the necessary easements for any material encroachment have been obtained. There is no pending or, to Seller’s knowledge, threatened legal proceeding to take by eminent domain any material part of any Owned Site included in the Assets. The material items of tangible personal property included in the Assets, including, without limitation, the ground radials, guy anchors, transmitting buildings and related improvements and other material items of personal property are in a state of good repair and maintenance, normal wear and tear excepted and are useable in the ordinary course of business consistent with Seller’s past practice. Seller has full power, right and authority to assign and contribute to Seller Sub good and valid title to the Assets, free and clear of all Liens except (i) Permitted Liens and (ii) Liens set forth on Section 4.3(a) of the Disclosure Schedule which Liens will be released prior to Closing.

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     (b) Section 4.3(b) of the Disclosure Schedule sets forth a description of all Site Leases and Tower Leases included in the Assets. Except as otherwise set forth in Section 4.3(b) of the Disclosure Schedule, each of the Site Leases and Tower Leases have been duly authorized, executed and delivered by Seller and, to Seller’s knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of Seller, and, to Seller’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization and similar Laws affecting the rights and remedies of creditors and obligations of debtors generally and except as the same may be subject to the effect of general principles of equity. Except as set forth in Section 4.3(b) of the Disclosure Schedule, Seller has a valid leasehold interest in and to (or with respect to any licenses held by Seller, a valid right of use of) the real property encumbered by the Site Leases. Furthermore, Seller enjoys peaceful and undisturbed possession of the real property encumbered by the Site Leases. True, accurate and complete copies of each of the Site Leases and the Tower Leases have been furnished by Seller to Buyer (and descriptions thereof have been as set forth in Section 4.3(b) of the Disclosure Schedule with respect to those leases that are oral). Except as set forth in Section 4.3(b) of the Disclosure Schedule, neither Seller, nor to the knowledge of Seller, any other party to a Site Lease or Tower Lease, has violated in any material respect any provision of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of such Site Lease or Tower Lease. Except as set forth in Section 4.3(b) of the Disclosure schedule, Seller has not received any correspondence or notice from any counterparty to a Site Lease or Tower Lease giving notice of an intention to terminate such agreement or of an intention not to renew any such agreement following the expiration of the current term. There are no agreements to which a third party has the right to market or lease space to any Person at a Tower Site pursuant to a marketing or management agreement. There are no rights of first refusal or similar pre-emptive rights with respect to any of the Tower Leases or Site Leases.

     4.4 Compliance with Governmental Authorizations and Applicable Law; Legal Actions .

     (a) Section 4.4(a) of the Disclosure Schedule sets forth a description of each Governmental Authorization issued to Seller. To the Knowledge of Seller all of the Tower Sites have been constructed and operated in accordance with all material Governmental Authorizations. Seller has obtained all material Governmental Authorizations required under applicable Law for Seller to own and operate the Assets. All such Governmental Authorizations are valid and in full force and effect, and Seller is not in material breach or violation of any such Governmental Authorizations, including without limitation with all lighting and marking requirements imposed by the FAA and FCC. All reports, forms and statements required to be filed by Seller with all Authorities with respect to its ownership and operation of the Assets have been filed, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. No such Governmental Authorization is the subject of any pending or, to Seller’s knowledge, threatened challenge or proceeding to revoke or terminate any such Governmental Authorization, or to fine or admonish Seller.

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     (b) Except as otherwise specifically set forth in Section 4.4(b) of the Disclosure Schedule, Seller’s ownership and operation of the Assets is in accordance, in all material respects, with all applicable Laws. Except as otherwise described in Section 4.4(b) of the Disclosure Schedule, Seller is not in, and Seller has not received any written notice from any Authority alleging, breach or violation of, or default in the performance, observance or fulfillment of, any applicable Law relating to Seller’s ownership and operation of the Assets.

     (c) Except as set forth in Section 4.4(c) of the Disclosure Schedule, there are no Legal Actions pending or, to Seller’s knowledge, threatened against Seller, and no Judgment outstanding, in either case relating to Seller’s ownership or operation of the Assets.

     (d) There are no NOTAMs associated with any of the Tower Sites that have not been properly closed or extended in accordance with applicable Law.

     (e) Seller has not received written notice of any condemnation or eminent domain proceedings with respect to any Tower Site.

     (f) All improvements of Seller on each Tower Site are in compliance with applicable zoning, wetlands, the National Historic Preservation Act and any related or similar Laws, land use Laws and applicable title covenants, conditions, restrictions and reservations in all respects, except for such exceptions as, individually or in the aggregate, have not had and are reasonably expected not to have a Material Adverse Effect.

     4.5 Related Transactions . Seller is not a party or subject to any Contractual Obligation relating to the ownership or operation of the Assets between Seller and any of its officers or directors or any Affiliate, including without limitation any Contractual Obligation providing for the furnishing of services to or by, providing for rental of property, real, personal or mixed, to or from, or providing for the lending or borrowing of money to or from or otherwise requiring payments to or from, any such Person, other than (a) Contractual Obligations between Seller and any of the foregoing that will be terminated, at no cost or expense to Buyer, prior to the Closing, or (b) as specifically set forth in Section 4.5 of the Disclosure Schedule.

     4.6 Utilities and Access . Except as set forth in Section 4.6 of the Disclosure Schedule, (a) to the Knowledge of Seller, the utility services currently available to each Tower Site are adequate for the present use of each such site by Seller and are being supplied by utility companies with the necessary utilities for the present use of each such site by Seller, and (b) Seller has obtained all easements and rights-of-way that are reasonably necessary for ingress and egress to and from each Owned Site and each Tower Site that is the subject of a Site Lease, and no action is pending or to the Knowledge of Seller threatened, nor to the Seller’s Knowledge is any Event existing, which, individually or in the aggregate, would have the effect of terminating or limiting such access.

     4.7 Tax Matters . Seller has timely filed all Tax Returns required to be filed and all Taxes owed (whether or not shown or required to be shown on such Tax Returns) have been paid or remitted. All such Tax Returns were true, complete and correct in all material respects and were prepared in accordance with applicable Law. No portion of any Tax Return that relates to

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the Assets is currently the subject of any audit, or Legal Action by any Taxing Authority, and no such audit or Legal Action is, to the knowledge of Seller, threatened. Seller is not currently the beneficiary of any extension of time within which to file any Tax Return with respect to the Assets, and Seller has not waived any statute of limitation with respect to any Tax or agreed to any extension of time with respect to a Tax assessment or deficiency with respect to the Assets. There are no Tax Liens (other than Liens for Taxes not yet due and payable) on any of the Assets that will not be paid prior to Closing or, to the knowledge of Seller any Lien, action, suit, proceeding, investigation, audit, examination or assessment with regard to any Taxes that relate to the Assets, or for which Buyer could be liable, or which could result in a Lien on any of the Assets.

     4.8 Broker or Finder . No Person assisted in or brought about the negotiation of this Agreement or the Transactions in the capacity of broker, agent or finder or in any similar capacity on behalf of Seller, other than Daniels and Associates, whose fees and expenses will be paid by Seller.

     4.9 Environmental Matters . Except as set forth in such Section 4.9 of the Disclosure Schedule, (a) with regard to the Owned Sites included in the Assets:

          (i) Seller has not been notified in writing that it is potentially liable under, and, to Seller’s knowledge, is not a “potentially responsible party” under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation Recovery Act, as amended, or any similar state Law;

          (ii) Seller has not entered into or received any consent decree, compliance order or administrative order issued pursuant to any Environmental Law;

          (iii) Seller is not a party in interest or in default under any Judgment issued pursuant to any Environmental Law;

          (iv) Seller is in material compliance with, and has, to Seller’s knowledge, obtained all Environmental Permits required under Environmental Laws and has not received any written notice that any Environmental Permit is not in full force and effect;

          (v) (A) there are no Hazardous Materials on, at, in or under any of the Tower Sites that requires or, upon notification to an Authority, would require, remediation under Environmental Law, and (B) the on-site operations of Seller at the Tower Sites have not, and do not currently, involve the generation, transportation, treatment, recycling or disposal of, hazardous waste, as defined under any Environmental Law, except for amounts that would qualify a Site as a small quantity generator or a conditionally exempt small quantity generator under any Environmental Law; and

          (vi) Seller is in compliance in all material respects with all Environmental Laws, and is not the subject of any pending or, to Seller’s knowledge, threatened, Legal Action with respect to violations or breaches of any Environmental Law; and

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     (b) with regard to the Tower Sites included in the Assets and designated as leased sites in Section 4.3(b) of the Disclosure Schedule (excluding any Rejected Sites), Seller:

          (i) Seller is not a party in interest or in default under any Judgment issued pursuant to any Environmental Law;

          (ii) Seller is in material compliance with and has, to Seller’s knowledge, obtained all Environmental Permits required under Environmental Laws, and has not received any written notice that any Environmental Permit is not in full force and effect;

          (iii) (A) to Seller’s Knowledge there are no Hazardous Materials on, at, in or under any of the Tower Sites that requires or, upon notification to an Authority, would require, remediation under Environmental Law, and (B) the on-site operations of Seller at the Tower Sites have not, and do not currently, involve the generation, transportation, treatment, recycling or disposal of, hazardous waste, as defined under any Environmental Law, except for amounts that would qualify a Site as a small quantity generator or a conditionally exempt small quantity generator under any Environmental Law; and

          (iv) Seller is in compliance in all material respects with all Environmental Laws and is not the subject of any pending or, to Seller’s Knowledge, threatened, Legal Action with respect to violations or breaches of any Environmental Law; and

          (v) to Seller’s Knowledge, is unaware of any current material violations of Environmental Laws committed by the owner of such leased Tower Sites.

     Copies of all environmental studies, surveys and reports commissioned by Seller and in Seller’s possession, with respect to the Tower Sites, together with all agreements between Seller and the Environmental Protection Agency relating to such Tower Sites, have been furnished to Buyer.

     4.10 Disclosure Schedule . Seller has delivered to Buyer a Disclosure Schedule which includes numbered schedules corresponding to certain sections or subsections of this Agreement or as otherwise specifically referred to in this Article 4. The representations and warranties of Seller in this Article 4 are made and given subject to the Disclosure Schedule. Inclusion of an item in the Disclosure Schedule or delivery of a document pursuant to the Disclosure Schedule, this Agreement or any of the Collateral Documents is not an admission of liability or materiality with respect to such item or document. Any reference in the Disclosure Schedule to a contract, agreement, instrument, document, order, decree or judgment shall be deemed to include a reference to all amendments and modifications thereof, if any, so long as such amendments and modifications are or have been made available to Buyer as part of its due diligence investigation.

     4.11 No Insolvency . Seller is not and, immediately prior to and following the transfer of the Assets to Seller Sub will not be, insolvent, as determined under any applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws of any applicable jurisdiction.

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     4.12 Valid Transaction . Any transfer made by Seller of any right, title or interest in or to the Assets does not and will not constitute a fraudulent conveyance under any applicable Law. Without limiting the generality of the foregoing, Seller acknowledges and agrees that such transfer is being made for a valid business purpose and for fair consideration. Seller has not taken any action with the intent to hinder or delay payment to any of its creditors.

     4.13 Insurance . Seller maintains policies of title, liability, property and casualty, fire, worker’s compensation and other forms of insurance (including bonds) that relate to the Assets and which insure against risks and liabilities to an extent and in a manner customary in the communications tower industry. All such insurance policies and binders are in full force and effect. Seller has not received any notice of cancellation or non-renewal of any such policy or binder. No insurance carrier has canceled or reduced any insurance coverage for Seller or has given any notice or other indication of its intention to cancel or reduce any such coverage. Seller has complied in all material respects with each of such insurance policies and binders, and has not failed to give any notice or present any claim thereunder in a due and timely manner.

     4.14 Seller Sub .

     (a) Immediately prior to the Closing, (i) Seller will be the sole member of Seller Sub; (ii) there will be no subscriptions, warrants, options, convertible securities, calls, rights, contracts, understandings or commitments of any character obligating Seller Sub to issue, deliver or sell any interest in Seller Sub to any Person; (iii) Seller will have satisfied all capital calls, contribution requirements and similar obligations to make contributions or investments in Seller Sub; and (iv) Seller Sub will not have any outstanding debt for borrowed money.

     (b) The Membership Interests will have been duly authorized and validly issued to and fully paid for by Seller prior to Closing, and Seller will own the Membership Interests free and clear of all Liens.

     (c) Seller has furnished to Buyer a true and complete copy of Seller Sub’s governing documents, as amended to date. Such governing documents are in full force and effect.

     (d) Seller Sub has been formed for the sole purpose of consummating the transactions contemplated by this Agreement. Prior to the contribution of the Assets pursuant hereto, Seller Sub will not have (i) ever owned any interest in real property and (ii) ever owned a subleasehold or sublicense interest as a sublessee or sublicensee in any real property.

     (e) Seller Sub has entered into no guarantees or similar obligations (including surety bonds or letters of credit), including any guarantees or similar obligations relating to obligations or liabilities of Seller or any Affiliate of Seller.

     (f) Seller Sub has no, and has never had, any (i) employees, (ii) employee pension benefit plans; (iii) employee welfare benefit plans or (iv) any other employee benefit plans.

     (g) Seller Sub has no subsidiaries or any equity, partnership, limited liability company or other ownership interest in any Person.

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     (h) Seller Sub has not at any time in its existence been, and it is not currently, engaged in any business, directly or indirectly. At all times during its existence Seller Sub has not owned any other assets other than incidental personal property necessary for its existence. At all times during its existence Seller Sub has maintained its books and records and bank accounts separate from those of its members and Affiliates and from any other Person. At all times during its existence, Seller Sub has held itself out to the public as a legal entity separate and distinct from any other Person (including any of its members and Affiliates) and not as a department or division of any Person. Seller Sub has at no time during its existence acquired, by purchase or otherwise, any stock or beneficial ownership of, any Person.

     (i) Seller Sub is, and has always been, disregarded for federal income tax purposes and no election has been made to change such status.

     4.15 Accounts Receivable Aging . Section 4.15 of the Disclosure Schedule sets forth a true, complete and accurate list as of the end of the month immediately preceding the date hereof of the total amounts of Seller’s accounts receivable relating to the Assets and the aging of such accounts receivable based on the following schedule: 0-30 days, 31-60 days, 61-90 days and over 90 days.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Seller as follows:

     5.1 Organization and Business; Power and Authority; Effect of Transaction .

     (a) Buyer is a limited liability company, is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, has all requisite power and authority to own or hold under lease its properties and to conduct its business as now conducted and is duly qualified and in good standing as a foreign limited liability company, in each other jurisdiction in which the character of the property owned or leased by it or the nature of its business or operations requires such qualification, except for such qualifications the failure of which to obtain, individually or in the aggregate, have not had and will not reasonably be expected to have a material adverse effect on Buyer.

     (b) Buyer has all requisite power and authority necessary to enable it to execute and deliver, and to perform its obligations under, this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto and to consummate the Transactions; and the execution, delivery and performance by Buyer of this Agreement and each Collateral Document executed or required to be executed by it pursuant hereto or thereto have been duly authorized by all requisite action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes, and each Collateral Document executed or required to be executed by each of them pursuant hereto or thereto or to consummate the Transactions when executed and delivered by Buyer, will constitute, legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except as such

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enforceability may be limited by bankruptcy, moratorium, insolvency and similar Laws affecting the rights and remedies of creditors and obligations of debtors generally and by general principles of equity.

     (c) Except for any applicable requirements of the Hart-Scott-Rodino Act, neither the execution and delivery by Buyer of this Agreement nor any Collateral Document executed or required to be executed by it pursuant hereto or thereto, nor the consummation of the Transactions, by Buyer will result in a breach under any term, condition or provision of, or require the consent, authorization or approval of, any Person or Authority under:

          (i) any governing document of Buyer;

          (ii) any Law applicable to Buyer;

          (iii) any contract, agreement or governmental authorization to which Buyer is a party or by which it is bound; or

          (iv) any order of any Authority applicable to Buyer or any of its properties or assets.

     5.2 Financing . Buyer has, and at Closing will have, sufficient funds available to pay the Purchase Price and to satisfy all of its obligations under this Agreement.

     5.3 Broker or Finder . No agent, broker, investment banker, financial advisor other firm or Person engaged by or on behalf of Buyer or any of its Affiliates is or will be entitled to a fee or commission in connection with the Transactions.

     5.4 Legal Actions . There are no Legal Actions pending or, to Buyer’s knowledge, threatened against Buyer which would prevent Buyer from consummating the Transactions.

ARTICLE 6
COVENANTS

     6.1 Access to Information .

     (a) Seller shall afford Buyer and its accountants, counsel, consultants, financial advisors, and other representatives (collectively, the “ Representatives ”) access during normal business hours throughout the period prior to the Closing Date to its (x) properties, books, contracts, studies and reports, environmental studies and reports, commitments and records as it reasonably requests to the extent such documents relate to the Assets or Seller Sub, and Buyer shall be permitted to make extracts and copies of such books and records; provided that such access shall not interfere with the normal business operations of Seller and (y) officers and other senior management personnel who have oversight responsibility for the Assets. All Confidential Information furnished pursuant to the provisions of this Agreement, including without limitation this Section, will be kept confidential by Buyer in accordance with the terms and conditions of

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the Confidentiality Agreement dated as of October 22, 2004 between Buyer and Daniels & Associates, L.P., on behalf of, and as agent for, Seller (the “ Confidentiality Agreement ”).

     (b) In the event that this Agreement is terminated in accordance with its terms, Buyer shall (and Buyer shall cause its Representatives to) upon the written request of Seller promptly return all written Confidential Information provided pursuant to this Section or any other provision of this Agreement or otherwise in connection with the Transactions and shall not retain any copies, extracts or other reproductions in whole or in part of such written material, other than one copy thereof which shall be delivered to independent counsel for such party and Buyer and its Representatives shall continue to be bound by the provisions of Section 6.1(a) and the Confidentiality Agreement.

     6.2 Agreement to Cooperate; Certain Other Covenants .

     (a) Each of the parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions, including using its commercially reasonable efforts (i) to prepare and file with the applicable Authorities as promptly as practicable after the execution of this Agreement all applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of all requisite orders approving the Transactions by all such applicable Authorities, (ii) to obtain all necessary or appropriate waivers, consents and approvals, (iii) to effect all necessary registrations, filings and submissions (including, without limitation, filings within twenty (20) Business Days of the date of this Agreement under the Hart-Scott-Rodino Act and all filings necessary for Buyer to own the Membership Interests), (iv) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed with the Transactions as expeditiously as possible), and (v) to obtain the satisfaction of the conditions specified in Article 7 at the earliest practicable date.

     (b) The parties shall cooperate with one another in the preparation of all Tax Returns, questionnaires, applications or other documents regarding any Taxes or transfer, recording, registration or other fees which become payable in connection with the Transactions that are required to be filed on or before the Closing Date.

     (c) Buyer shall promptly provide to Seller all information reasonably required by third parties as a condition to their consent to the Transactions.

     (d) As soon as reasonably practicable after Closing, but in no event later than thirty (30) days after the Closing Date, Buyer shall make all required filings with the Authorities to reflect the changed ownership of the Assets.

     (e) To the extent legally permitted (in Seller’s counsel’s opinion) and reasonably necessary for Seller Sub’s operation of the Assets after Closing, during the six (6) month period following Closing Seller shall use its commercially reasonable efforts to give Seller Sub the benefit of the Excluded Governmental Authorizations to the extent that Buyer was unable to obtain replacements of such Excluded Governmental Authorizations in its own name or in the

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name of Seller Sub prior to Closing. During such six (6) month period Buyer shall use its commercially reasonable efforts to obtain such replacement authorizations at its expense and shall, on a monthly basis, reimburse Seller for any direct expenses incurred by Seller in giving Seller Sub the benefit of such Excluded Governmental Authorizations. Seller’s obligation hereunder shall automatically terminate upon the earlier of (i) Seller’s counsel’s determination that Seller is likely to be in violation of Law if it continues to perform its obligations under this Section 6.2(e), and (ii) the expiration of the above-referenced six (6) month period.

     6.3 Public Announcements . Until the earlier of Closing or the termination of this Agreement, each party shall consult with the other before issuing any press release or otherwise making any public statements with respect to this Agreement or the Transactions and shall not issue any such press release or make any such public statement without the prior written approval of the other, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoi