<PAGE>


                                                                    Exhibit 4.6


                _______________________________________________

                                RIGHTS AGREEMENT

                         SBA COMMUNICATIONS CORPORATION

                                      and

                         EQUISERVE TRUST COMPANY, N.A.,

                                as Rights Agent

                          Dated as of January 11, 2002

                ________________________________________________
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                 <C>
Section 1. Certain Definitions........................................................................  1
Section 2. Appointment of Rights Agent................................................................  4
Section 3. Issuance of Right Certificates.............................................................  5
Section 4. Form of Right Certificates.................................................................  6
Section 5. Countersignature and Registration..........................................................  7
Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates;
 Mutilated, Destroyed, Lost or Stolen Right Certificates..............................................  7
Section 7. Exercise of Rights, Purchase Price; Expiration Date of Rights..............................  8
Section 8. Cancellation and Destruction of Right Certificates.........................................  9
Section 9. Availability of Shares of Preferred Stock..................................................  9
Section 10. Preferred Stock Record Date............................................................... 10
Section 11. Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights.............. 11
Section 12. Certificate of Adjusted Purchase Price or Number of Shares................................ 18
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings Power..................... 18
Section 14. Fractional Rights and Fractional Shares................................................... 22
Section 15. Rights of Action.......................................................................... 23
Section 16. Agreement of Right Holders................................................................ 23
Section 17. Right Certificate Holder Not Deemed a Stockholder......................................... 24
Section 18. Concerning the Rights Agent............................................................... 24
Section 19. Merger or Consolidation or Change of Name of Rights Agent................................. 24
Section 20. Duties of Rights Agent.................................................................... 25
Section 21. Change of Rights Agent.................................................................... 27
Section 22. Issuance of New Right Certificates........................................................ 28
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S><C>
Section 23. Redemption................................................................................ 28
Section 24. Exchange.................................................................................. 29
Section 25. Notice of Certain Events.................................................................. 29
Section 26. Notices................................................................................... 30
Section 27. Supplements and Amendments................................................................ 31
Section 28. Successors................................................................................ 31
Section 29. Benefits of this Rights Agreement......................................................... 31
Section 30. Determinations and Actions by the Board of Directors...................................... 31
Section 31. Severability.............................................................................. 32
Section 32. Governing Law............................................................................. 32
Section 33. Counterparts.............................................................................. 32
Section 34. Descriptive Headings...................................................................... 32
</TABLE>



                                    EXHIBITS
                                    --------

Exhibit A -- Form of Articles of Amendment to the Articles of Incorporation to
             Create a New Series of Preferred Stock

Exhibit B -- Form of Rights Certificate

Exhibit C -- Form of Summary of Rights


                                      -ii-
<PAGE>

                             Index of Defined Terms
                             ----------------------

<TABLE>
<CAPTION>
                                   Page
                                   ----
<S>                               <C>
Acquiring Person................     1
Affiliate.......................     2
Associate.......................     2
Authorized Officer..............    26
Beneficial Owner................     2
Beneficial Ownership............     2
beneficially own................     2
Business Day....................     3
Class A Common Stock............     3
Class B Common Stock............     4
close of business...............     4
Common Stock....................     4
Common Stock equivalents........    13
Company.........................     1
Current Value...................    13
Distribution Date...............     5
equivalent preferred shares.....    14
Exchange Act....................     1
Exchange Ratio..................    29
Exempt Person...................     4
Expiration Date.................     8
Final Expiration Date...........     8
invalidation time...............    12
Nasdaq..........................     4
New York Stock Exchange.........     4
Original Rights.................     3
Ownership Statement.............     4
Person..........................     4
Preferred Stock.................     4
Principal Party.................    20
Purchase Price..................     8
Record Date.....................     1
Redemption Date.................     8
Redemption Price................    28
Right...........................     1
Right Certificate...............     5
Rights Agent....................     1
Rights Agreement................     1
Section 11(a)(ii) Trigger Date..    13
Securities Act..................     4
Security........................    15
Spread..........................    13
Stock Acquisition Date..........     4
Subsidiary......................     5
Substitution Period.............    13
Summary of Rights...............     5
then outstanding................     2
Trading Day.....................    15

</TABLE>

                                     -iii-
<PAGE>

                                RIGHTS AGREEMENT

          Rights Agreement, dated as of January 11, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Rights Agreement")
between SBA COMMUNICATIONS CORPORATION, a Florida corporation (the "Company"),
and EQUISERVE TRUST COMPANY, N.A., a federally chartered trust company (the
"Rights Agent").

                              W I T N E S S E T H

          WHEREAS, the Board of Directors of the Company has on January 11, 2002
authorized and declared a dividend of one preferred share purchase right (a
"Right") for each share of Common Stock (as defined below) of the Company
outstanding as of the close of business (as defined below) on January 25, 2002
(the "Record Date"), each Right representing the right to purchase one one-
thousandth (subject to adjustment) of a share of Preferred Stock (as defined
below), upon the terms and subject to the conditions herein set forth, and the
Board of Directors has further authorized and directed the issuance of one Right
(subject to adjustment as provided herein) with respect to each share of Common
Stock that shall become outstanding between the Record Date and the earlier of
the Distribution Date and the Expiration Date (as such terms are hereinafter
defined); provided, however, that Rights may be issued with respect to shares of
Common Stock that shall become outstanding after the Distribution Date and prior
to the Expiration Date in accordance with Section 22.

          NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

Section 1.      Certain Definitions.  For purposes of this Rights Agreement,
the following terms have the meaning indicated:

     (a) "Acquiring Person" shall mean any Person (as defined below) who or
which shall be the Beneficial Owner (as defined below) of 15% or more of the
shares of Common Stock then outstanding, but shall not include an Exempt Person
(as defined below); provided, however, that if the Board of Directors of the
Company determines in good faith that a Person who would otherwise be an
"Acquiring Person" has become such inadvertently (including, without limitation,
because (A) such Person was unaware that it beneficially owned a percentage of
Common Stock that would otherwise cause such Person to be an "Acquiring Person"
or (B) such Person was aware of the extent of its Beneficial Ownership of Common
Stock but had no actual knowledge of the consequences of such Beneficial
Ownership under this Rights Agreement) and without any intention of changing or
influencing control of the Company, then such Person shall not be deemed to be
or to have become an "Acquiring Person" for any purposes of this Rights
Agreement unless and until such Person shall have failed to divest itself, as
soon as practicable, if the Company so requests, of Beneficial Ownership of a
sufficient number of shares of Common Stock so that such Person would no longer
otherwise qualify as an "Acquiring Person". Notwithstanding the foregoing, no
Person shall be deemed an "Acquiring Person" as the result of an acquisition of
shares of Common Stock by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially owned by
<PAGE>

such Person to 15% or more of the shares of Common Stock then outstanding;
provided, however, that if a Person shall become the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding by reason of such share
acquisitions by the Company and thereafter becomes the Beneficial Owner of any
additional shares of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Stock or
pursuant to a split or subdivision of the outstanding Common Stock), then such
Person shall be deemed to be an "Acquiring Person," subject to the proviso set
forth in the first sentence of this Section 1(a), unless upon the consummation
of the acquisition of such additional shares of Common Stock such Person does
not beneficially own 15% or more of the shares of Common Stock then outstanding.
The phrase "then outstanding", when used with reference to a Person's Beneficial
Ownership of securities of the Company, shall mean the number of such securities
then issued and outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to own
beneficially hereunder.

     (b) "Affiliate" and "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act.

     (c) A Person shall be deemed the "Beneficial Owner" of, shall be deemed to
have "Beneficial Ownership" of and shall be deemed to "beneficially own" any
securities:

          (i) which such Person or any of such Person's Affiliates or Associates
     is deemed to beneficially own, directly or indirectly, within the meaning
     of Rule 13d-3 of the General Rules and Regulations under the Exchange Act
     as in effect on the date of this Rights Agreement;

          (ii) which such Person or any of such Person's Affiliates or
     Associates has (A) the right to acquire (whether such right is exercisable
     immediately or only after the passage of time) pursuant to any agreement,
     arrangement or understanding (other than customary agreements with and
     between underwriters and selling group members with respect to a bona fide
     public offering of securities), written or otherwise, or upon the exercise
     of conversion rights, exchange rights, rights (other than the Rights),
     warrants or options, or otherwise; provided, however, that a Person shall
     not be deemed the Beneficial Owner of, or to beneficially own, (x)
     securities tendered pursuant to a tender or exchange offer made by or on
     behalf of such Person or any of such Person's Affiliates or Associates
     until such tendered securities are accepted for purchase or exchange, (y)
     securities which such Person has a right to acquire on the exercise of
     Rights at any time prior to the time a Person becomes an Acquiring Person
     or (z) securities issuable upon exercise of Rights from and after the time
     a Person becomes an Acquiring Person if such Rights were acquired by such
     Person or any of such Person's Affiliates or Associates prior to the
     Distribution Date or pursuant to Section 3 or Section 22 hereof (the
     "Original Rights") or pursuant to Section 11(i) or Section 11(n) with
     respect to an adjustment to the Original Rights; or (B) the right to vote
     pursuant to any agreement, arrangement or understanding, written or
     otherwise; provided, however, that a Person shall not be deemed the
     Beneficial Owner of, or to beneficially own, any security by reason of such
     agreement, arrangement or understanding if the agreement, arrangement or
     understanding to vote such security (1) arises solely from a revocable


                                      -2-
<PAGE>

     proxy or consent given to such Person in response to a public proxy or
     consent solicitation made pursuant to, and in accordance with, the
     applicable rules and regulations promulgated under the Exchange Act and (2)
     is not also then reportable on Schedule 13D under the Exchange Act (or any
     comparable or successor report); or

          (iii) which are beneficially owned, directly or indirectly, by any
     other Person (or any Affiliate or Associate thereof) with which such Person
     (or any of such Person's Affiliates or Associates) has any agreement,
     arrangement or understanding (whether or not in writing), for the purpose
     of acquiring, holding, voting (except to the extent contemplated by the
     proviso to this Section 1(c)(ii)(B)) or disposing of such securities of the
     Company;

provided, however, that (x) that nothing in this Section 1(c) shall cause a
Person engaged in business as an underwriter of securities to be the "Beneficial
Owner" of, or to "beneficially own," any securities acquired through such
Person's participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition, and then only if
such securities continue to be owned by such Person at such expiration of forty
days; (y) no Person who is an officer, director, or employee of an Exempt Person
shall be deemed, solely by reason of such Person's status or authority as such,
to be the "Beneficial Owner" of, to have "Beneficial Ownership" of or to
"beneficially own" any securities that are "beneficially owned" (as defined in
this Section 1(c)), including, without limitation, in a fiduciary capacity, by
an Exempt Person or by any other such officer, director or employee of an Exempt
Person; and (z) a Person shall not be deemed the Beneficial Owner of, to have
"Beneficial Ownership" of or to beneficially own, shares of Common Stock (or
securities convertible into, exchangeable into or exercisable for Common Stock)
held by such Person in trust accounts, managed accounts and the like, or
otherwise held in a fiduciary capacity, that are Beneficially Owned by third
Persons who are not Affiliates or Associates of such Person.

     (d) "Business Day" shall mean any day other than a Saturday, a Sunday, or a
day on which banking institutions in the State of New York, or the State in
which the principal office of the Rights Agent is located, are authorized or
obligated by law or executive order to close.

     (e) "Class A Common Stock" shall mean the Class A Common Stock, par value
$0.01 per share, of the Company.

     (f) "Class B Common Stock" shall mean the Class B Common Stock, par value
$0.01 per share, of the Company.

     (g) "close of business" on any given date shall mean 5:00 P.M., New York,
New York time, on such date; provided, however, that if such date is not a
Business Day it shall mean 5:00 P.M., New York, New York time, on the next
succeeding Business Day.

     (h) "Common Stock" when used with reference to the Company shall mean,
collectively, the Class A Common Stock and the Class B Common Stock. "Common
Stock" when used with reference to any Person other than the Company shall mean
the capital stock (or, in the case of an unincorporated entity, the equivalent
equity interest) with the greatest voting power of such other Person or, if such

                                      -3-
<PAGE>

other Person is a subsidiary of another Person, the Person or Persons which
ultimately control such first-mentioned Person.

     (i) "Exempt Person" shall mean the Company, any Subsidiary (as defined
below) of the Company (in each case including, without limitation, in its
fiduciary capacity), any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity or trustee holding Common Stock for or
pursuant to the terms of any such plan or for the purpose of funding any such
plan or funding other employee benefits for employees of the Company or of any
Subsidiary of the Company.

     (j) "Nasdaq" shall mean The Nasdaq Stock Market's National Market.

     (k) "New York Stock Exchange" shall mean the New York Stock Exchange, Inc.

     (l) "Ownership Statement" shall have the meaning set forth in Section 3(a)
hereof.

     (m) "Person" shall mean any individual, firm, corporation, partnership,
limited liability company, trust or other entity, and shall include any
successor (by merger or otherwise) of such entity.

     (n) "Preferred Stock" shall mean the Series E Junior Participating
Preferred Stock, par value $.01 per share, of the Company having the rights and
preferences set forth in the Form of Articles of Amendment to the Articles of
Incorporation attached to this Rights Agreement as Exhibit A and, to the extent
that there are not a sufficient number of shares of Series E Junior
Participating Preferred Stock authorized to permit the full exercise of the
Rights, any other series of preferred stock of the Company designated for such
purpose containing terms substantially similar to the terms of the Series E
Junior Participating Preferred Stock.

     (o) "Securities Act" shall mean the Securities Act of 1933, as amended.

     (p) "Stock Acquisition Date" shall mean the first date of public
announcement (which for purposes of this definition shall include, without
limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has become such or such
earlier date as a majority of the Board of Directors shall become aware of the
existence of an Acquiring Person.

     (q) "Subsidiary" of any Person shall mean any corporation or other entity
of which securities or other ownership interests having ordinary voting power
sufficient to elect a majority of the board of directors or other persons
performing similar functions are beneficially owned, directly or indirectly, by
such Person, and any corporation or other entity that is otherwise controlled by
such Person.

     Section 2. Appointment of Rights Agent. The Company hereby appoints the
Rights Agent to act as agent for the Company and the holders of the Rights (who,
in accordance with Section 3 hereof, shall prior to the Distribution Date also
be the holders of Common Stock) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such co-Rights Agents as it may deem necessary or

                                      -4-
<PAGE>

desirable upon ten (10) days' prior notice to the Rights Agent. The Rights Agent
shall have no duty to supervise, and shall in no event be liable for the acts or
omissions of any such co-Rights Agent.

     Section 3. Issuance of Right Certificates. (a) Until the close of business
on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the
tenth Business Day (or such later date as may be determined by action of the
Board of Directors prior to such time as any Person becomes an Acquiring Person)
after the date of the commencement by any Person (other than an Exempt Person)
of, or of the first public announcement of the intention of such Person (other
than an Exempt Person) to commence, a tender or exchange offer the consummation
of which would result in any Person (other than an Exempt Person) becoming the
Beneficial Owner of 15% or more of the shares of Common Stock then outstanding
(including, in the case of both clause (i) and (ii), any such date which is
after the date of this Rights Agreement and prior to the issuance of the Rights)
(the earlier of such dates being herein referred to as the "Distribution Date"),
(x) the Rights will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for Common Stock registered in the names of the
holders thereof, or by a current ownership statement issued with respect to
uncertificated shares of Common Stock in lieu of such a certificate (an
"Ownership Statement") and not by separate Right Certificates (as defined
below), and (y) the Rights will be transferable only in connection with the
transfer of Common Stock. As soon as practicable after the Distribution Date,
the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested,
send) by first-class, insured, postage-prepaid mail, to each record holder of
Common Stock as of the close of business on the Distribution Date (other than
any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at
the address of such holder shown on the records of the Company, a Right
Certificate, in substantially the form of Exhibit B hereto (a "Right
Certificate"), evidencing one Right (subject to adjustment as provided herein)
for each share of Common Stock so held. As of and after the Distribution Date,
the Rights will be evidenced solely by such Right Certificates.

     (b) As promptly as practicable following the Record Date, the Company will
send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in
substantially the form of Exhibit C hereto (the "Summary of Rights"), by
first-class, postage-prepaid mail, to each record holder of Common Stock as of
the close of business on the Record Date (other than any Acquiring Person or any
Associate or Affiliate of any Acquiring Person), at the address of such holder
shown on the records of the Company. With respect to shares of Common Stock
outstanding as of the Record Date, until the Distribution Date, the Rights
associated with such shares will be evidenced by the share certificate for such
shares of Common Stock registered in the names of the holders thereof together
with the Summary of Rights. Until the Distribution Date (or, if earlier, the
Expiration Date), the surrender for transfer of any certificate for Common Stock
outstanding on the Record Date, with or without a copy of the Summary of Rights,
shall also constitute the transfer of the Rights associated with the Common
Stock represented thereby.

     (c) Rights shall be issued in respect of all shares of Common Stock issued
or disposed of (including, without limitation, upon disposition of Common Stock
out of treasury stock or issuance or reissuance of Common Stock out of
authorized but unissued shares) after the Record Date but prior to the earlier
of the Distribution Date and the Expiration Date, or in certain

                                      -5-
<PAGE>

circumstances provided in Section 22 hereof, after the Distribution Date.
Certificates or Ownership Statements issued for Common Stock (including, without
limitation, upon transfer of outstanding Common Stock, disposition of Common
Stock out of treasury stock or issuance or reissuance of Common Stock out of
authorized but unissued shares) after the Record Date but prior to the earlier
of the Distribution Date and the Expiration Date shall have impressed on,
printed on, written on or otherwise affixed to them the following legend:

         "This [certificate] [statement] also evidences and entitles the holder
          hereof to certain rights as set forth in a Rights Agreement between
          SBA Communications Corporation and EquiServe Trust Company, N.A., as
          Rights Agent, dated as of January 11, 2002, as the same may be
          amended, supplemented or otherwise modified from time to time (the
          "Rights Agreement"), the terms of which are hereby incorporated herein
          by reference and a copy of which is on file at the principal executive
          offices of SBA Communications Corporation.  Under certain
          circumstances, as set forth in the Rights Agreement, such Rights will
          be evidenced by separate certificates and will no longer be evidenced
          by this [certificate] [statement].  SBA Communications Corporation
          will mail to the holder of this [certificate] [statement] a copy of
          the Rights Agreement without charge after receipt of a written request
          therefor.  Under certain circumstances, as set forth in the Rights
          Agreement, Rights owned by or transferred to any Person who is or
          becomes an Acquiring Person (as defined in the Rights Agreement) and
          certain transferees thereof will become null and void and will no
          longer be transferable."

With respect to such certificates or Ownership Statements containing the
foregoing legend, until the Distribution Date, the Rights associated with the
Common Stock represented by such certificates or Ownership Statements shall be
evidenced by such certificates or Ownership Statements alone, and the surrender
for transfer of any such certificate or the transfer of any shares of Common
Stock represented by such Ownership Statements, except as otherwise provided
herein, shall also constitute the transfer of the Rights associated with the
Common Stock represented thereby.  In the event that the Company purchases or
otherwise acquires any Common Stock after the Record Date but prior to the
Distribution Date, any Rights associated with such Common Stock shall be deemed
cancelled and retired so that the Company shall not be entitled to exercise any
Rights associated with the shares of Common Stock which are no longer
outstanding.

          Notwithstanding this paragraph (c), the omission of a legend shall not
affect the enforceability of any part of this Rights Agreement or the rights of
any holder of the Rights.

     Section 4. Form of Right Certificates. The Right Certificates (and the
forms of election to purchase shares and of assignment to be printed on the
reverse thereof) shall be substantially in the form set forth in Exhibit B
hereto and may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Rights
Agreement, or as may be required to comply with any applicable law or with any

                                      -6-
<PAGE>

rule or regulation made pursuant thereto or with any rule or regulation of
Nasdaq or of any other stock exchange or automated quotation system on which the
Rights may from time to time be listed, or to conform to usage. Subject to the
provisions of Sections 11 and 22 hereof, the Right Certificates shall entitle
the holders thereof to purchase such number of one one-thousandths of a share of
Preferred Stock as shall be set forth therein at the Purchase Price (as
determined pursuant to Section 7), but the amount and type of securities
purchasable upon the exercise of each Right and the Purchase Price thereof shall
be subject to adjustment as provided herein.

     Section 5. Countersignature and Registration. (a) The Right Certificates
shall be executed on behalf of the Company by the Chief Executive Officer, the
President, any of the Vice Presidents or the Treasurer of the Company, either
manually or by facsimile signature, shall have affixed thereto the Company's
seal or a facsimile thereof and shall be attested by the Secretary or an
Assistant Secretary of the Company, either manually or by facsimile signature.
The Right Certificates shall be countersigned by the Rights Agent, either
manually or by facsimile signature, and shall not be valid for any purpose
unless countersigned. In case any officer of the Company who shall have signed
any of the Right Certificates shall cease to be such officer of the Company
before countersignature by the Rights Agent and issuance and delivery by the
Company, such Right Certificates, nevertheless, may be countersigned by the
Rights Agent and issued and delivered by the Company with the same force and
effect as though the Person who signed such Right Certificates had not ceased to
be such officer of the Company; and any Right Certificate may be signed on
behalf of the Company by any Person who, at the actual date of the execution of
such Right Certificate, shall be a proper officer of the Company to sign such
Right Certificate, although at the date of the execution of this Rights
Agreement any such Person was not such an officer.

     (b) Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at an office or agency designated for such purpose, books for
registration and transfer of the Right Certificates issued hereunder. Such books
shall show the names and addresses of the respective holders of the Right
Certificates, the number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.

     Section 6. Transfer, Split Up, Combination and Exchange of Right
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. (a)
Subject to the provisions of this Rights Agreement, at any time after the close
of business on the Distribution Date, and prior to the close of business on the
Expiration Date, any Right Certificate or Right Certificates may be transferred,
split up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like number of one
one-thousandths of a share of Preferred Stock (or, following such time, other
securities, cash or assets as the case may be) as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
or Right Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the office or agency of the
Rights Agent designated for such purpose. Thereupon the Rights Agent, subject to
the provisions of this Rights Agreement, shall countersign and deliver to the
Person entitled thereto a Right Certificate or Right Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to

                                      -7-
<PAGE>

cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right Certificates.

     (b) Subject to the provisions of this Rights Agreement, at any time after
the Distribution Date and prior to the Expiration Date, upon receipt by the
Company and the Rights Agent of evidence reasonably satisfactory to them of the
loss, theft, destruction or mutilation of a Right Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
them, and, at the Company's request, reimbursement to the Company and the Rights
Agent of all reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Right Certificate if mutilated, the Company
will make and deliver a new Right Certificate of like tenor to the Rights Agent
for delivery to the registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

     Section 7. Exercise of Rights, Purchase Price; Expiration Date of Rights.
(a) Except as otherwise provided herein, the Rights shall become exercisable on
the Distribution Date, and thereafter the registered holder of any Right
Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise
provided herein, exercise the Rights evidenced thereby in whole or in part upon
surrender of the Right Certificate, with the form of election to purchase on the
reverse side thereof duly executed, to the Rights Agent at the office or agency
of the Rights Agent designated for such purpose, together with payment of the
Purchase Price for each one one-thousandth of a share of Preferred Stock (or
other securities, cash or assets, as the case may be) as to which the Rights are
exercised, at any time which is both after the Distribution Date and prior to
the time (the "Expiration Date") that is the earliest of (i) the close of
business on January 10, 2012 (the "Final Expiration Date"), (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the "Redemption
Date") or (iii) the time at which such Rights are exchanged as provided in
Section 24 hereof.

     (b) The purchase price (the "Purchase Price") shall be initially $70.00 for
each one one-thousandth of a share of Preferred Stock purchasable upon the
exercise of a Right. The Purchase Price and the number of one one- thousandths
of a share of Preferred Stock or other securities or property to be acquired
upon exercise of a Right shall be subject to adjustment from time to time as
provided in Sections 11 and 13 hereof and shall be payable in lawful money of
the United States of America in accordance with paragraph (c) of this Section 7.

     (c) Except as otherwise provided herein, upon receipt of a Right
Certificate representing exercisable Rights, with the form of election to
purchase duly executed, accompanied by payment of the aggregate Purchase Price
for the number of shares of Preferred Stock to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 6 hereof, in cash or by certified check,
cashier's check or money order payable to the order of the Company, the Rights
Agent shall thereupon promptly (i) (A) requisition from any transfer agent of
the Preferred Stock or make available if the Rights Agent is the transfer agent
for the Preferred Stock certificates for the number of shares of Preferred Stock
to be purchased (and the Company hereby irrevocably authorizes its transfer
agent to comply with all such requests), or (B) requisition from the depositary
agent appointed by the Company depositary receipts representing interests in
such number of one one-thousandths of a share of Preferred Stock as are to be
purchased, in

                                      -8-
<PAGE>

which case certificates for the Preferred Stock represented by such receipts
shall be deposited by the transfer agent with the depositary agent (and the
Company hereby directs the depositary agent to comply with such request), (ii)
when appropriate, requisition from the Company the amount of cash to be paid in
lieu of issuance of fractional shares in accordance with Section 14 hereof,
(iii) promptly after receipt of such certificates or depositary receipts, cause
the same to be delivered to or upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be designated by such
holder and (iv) when appropriate, after receipt, promptly deliver such cash to
or upon the order of the registered holder of such Right Certificate.

     (d) Except as otherwise provided herein, in case the registered holder of
any Right Certificate shall exercise less than all the Rights evidenced thereby,
a new Right Certificate evidencing Rights equivalent to the exercisable Rights
remaining unexercised shall be issued by the Rights Agent to the registered
holder of such Right Certificate or to his duly authorized assigns, subject to
the provisions of Section 14 hereof.

     (e) Notwithstanding anything in this Rights Agreement to the contrary,
neither the Rights Agent nor the Company shall be obligated to undertake any
action with respect to a registered holder of Rights upon the occurrence of any
purported transfer or exercise of Rights pursuant to Section 6 hereof or this
Section 7 unless such registered holder shall have (i) completed and signed the
certificate contained in the form of assignment or election to purchase set
forth on the reverse side of the Right Certificate surrendered for such transfer
or exercise and (ii) provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) thereof as the Company shall
reasonably request.

     Section 8. Cancellation and Destruction of Right Certificates. All Right
Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all cancelled Right Certificates to the Company, or shall, at the written
request of the Company, destroy or cause to be destroyed such cancelled Right
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

     Section 9. Availability of Shares of Preferred Stock. (a) The Company
covenants and agrees that it will cause to be reserved and kept available out of
its authorized and unissued shares of Preferred Stock or any shares of Preferred
Stock held in its treasury, the number of shares of Preferred Stock that will be
sufficient to permit the exercise in full of all outstanding Rights.

     (b) So long as the shares of Preferred Stock (and, following the time that
a Person becomes an Acquiring Person, shares of Common Stock and other
securities) issuable upon the exercise of Rights may be listed or admitted to
trading on Nasdaq or listed on any other national securities exchange or
quotation system, the Company shall use its best efforts to cause, from and
after such time as the Rights become exercisable, all shares reserved for such
issuance to be listed or admitted to trading on Nasdaq or listed on any other

                                      -9-
<PAGE>

exchange or quotation system upon official notice of issuance upon such
exercise.

     (c) From and after such time as the Rights become exercisable, the Company
shall use its best efforts, if then necessary to permit the issuance of shares
of Preferred Stock (and following the time that a Person first becomes an
Acquiring Person, shares of Common Stock and other securities) upon the exercise
of Rights, to register and qualify such shares of Preferred Stock (and following
the time that a Person first becomes an Acquiring Person, shares of Common Stock
and other securities) under the Securities Act and any applicable state
securities or "Blue Sky" laws (to the extent exemptions therefrom are not
available), cause such registration statement and qualifications to become
effective as soon as possible after such filing and keep such registration and
qualifications effective until the earlier of (x) the date as of which the
Rights are no longer exercisable for such securities and (y) the Expiration
Date. The Company may temporarily suspend, for a period of time not to exceed
ninety (90) days, the exercisability of the Rights in order to prepare and file
a registration statement under the Securities Act and permit it to become
effective. Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer in effect. Notwithstanding any provision of this Rights Agreement to the
contrary, the Rights shall not be exercisable in any jurisdiction unless the
requisite qualification or exemption in such jurisdiction shall have been
obtained and until a registration statement under the Securities Act (if
required) shall have been declared effective.

     (d) The Company covenants and agrees that it will take all such action as
may be necessary to ensure that all shares of Preferred Stock (and, following
the time that a Person becomes an Acquiring Person, shares of Common Stock and
other securities) delivered upon exercise of Rights shall, at the time of
delivery of the certificates therefor (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.

     (e) The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any shares of Preferred Stock (or shares of Common Stock or other securities)
upon the exercise of Rights. The Company shall not, however, be required to pay
any transfer tax or charge which may be payable in respect of any transfer or
delivery of Right Certificates to a Person other than, or the issuance or
delivery of certificates or depositary receipts for the Preferred Stock (or
shares of Common Stock or other securities) in a name other than that of, the
registered holder of the Right Certificate evidencing Rights surrendered for
exercise or to issue or deliver any certificates or depositary receipts for
Preferred Stock (or shares of Common Stock or other securities) upon the
exercise of any Rights until any such tax or charge shall have been paid (any
such tax or charge being payable by that holder of such Right Certificate at the
time of surrender) or until it has been established to the Company's reasonable
satisfaction that no such tax or charge is due.

     Section 10. Preferred Stock Record Date. Each Person in whose name any
certificate for Preferred Stock is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the shares of
Preferred Stock represented thereby on, and such certificate shall be dated, the
date upon which the Right Certificate evidencing such Rights was duly

                                      -10-
<PAGE>

surrendered and payment of the Purchase Price (and any applicable transfer taxes
or charges) was made; provided, however, that if the date of such surrender and
payment is a date upon which the Preferred Stock transfer books of the Company
are closed, such Person shall be deemed to have become the record holder of such
shares on, and such certificate shall be dated, the next succeeding Business Day
on which such transfer books are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a holder of Preferred Stock for which the Rights shall be
exercisable, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided herein.

     Section 11. Adjustment of Purchase Price, Number and Kind of Shares and
Number of Rights. The Purchase Price, the number of shares of Preferred Stock or
other securities or property purchasable upon exercise of each Right and the
number of Rights outstanding are subject to adjustment from time to time as
provided in this Section 11.

     (a) (i) In the event the Company shall at any time after the date of this
Agreement (A) declare a dividend on the Preferred Stock payable in shares of
Preferred Stock, (B) subdivide the outstanding shares of Preferred Stock, (C)
combine the outstanding shares of Preferred Stock into a smaller number of
shares of Preferred Stock or (D) issue any shares of its capital stock in a
reclassification of the shares of Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision,
combination or reclassification, as the case may be, and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Right exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Right had been exercised immediately prior to such date and at a time when the
Preferred Stock transfer books of the Company were open, the holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification; provided, however, that
in no event shall the consideration to be paid upon the exercise of one Right be
less than the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right.

          (ii) Subject to Section 24 of this Rights Agreement and except as
     otherwise provided in this Section 11(a)(ii) and Section 11(a)(iii), in the
     event that any Person becomes an Acquiring Person, each holder of a Right
     shall thereafter have the right to receive, upon exercise thereof at a
     price equal to the then-current Purchase Price, in accordance with the
     terms of this Rights Agreement and in lieu of shares of Preferred Stock,
     such number of shares of Class A Common Stock (or at the option of the
     Company, such number of one one-thousandths of a share of Preferred Stock)
     as shall equal the result obtained by (x) multiplying the then-current
     Purchase Price by the number of one one-thousandths of a share of Preferred
     Stock for which a Right is then exercisable and dividing that product by
     (y) 50% of the then- current per share market price of the Company's Class
     A Common Stock (determined pursuant to Section 11(d) hereof) on the date of
     the occurrence of such event; provided, however, that the Purchase Price
     (as so adjusted) and the number of shares of Class A Common Stock so
     receivable upon exercise of a Right shall thereafter be subject to further
     adjustment as appropriate in accordance with Section 11(f) hereof.
     Notwithstanding anything in this Rights Agreement to the contrary, however,
     from and after the time (the "invalidation time") when any Person first
     becomes an Acquiring Person, any Rights that are beneficially owned by (x)
     any

                                      -11-
<PAGE>

     Acquiring Person (or any Affiliate or Associate of any Acquiring Person),
     (y) a transferee of any Acquiring Person (or any such Affiliate or
     Associate) who becomes a transferee after the invalidation time or (z) a
     transferee of any Acquiring Person (or any such Affiliate or Associate) who
     became a transferee prior to or concurrently with the invalidation time
     pursuant to either (I) a transfer from the Acquiring Person to holders of
     its equity securities or to any Person with whom it has any continuing
     agreement, arrangement or understanding, written or otherwise, regarding
     the transferred Rights or (II) a transfer that the Board of Directors has
     determined is part of a plan, arrangement or understanding, written or
     otherwise, which has the purpose or effect of avoiding the provisions of
     this paragraph, and subsequent transferees of such Persons, shall be void
     without any further action and any holder of such Rights shall thereafter
     have no rights whatsoever with respect to such Rights under any provision
     of this Rights Agreement.  The Company shall use all reasonable efforts to
     ensure that the provisions of this Section 11(a)(ii) are complied with, but
     shall have no liability to any holder of Right Certificates or other Person
     as a result of its failure to make any determinations with respect to an
     Acquiring Person or its Affiliates, Associates or transferees hereunder.
     From and after the invalidation time, no Right Certificate shall be issued
     pursuant to Section 3 or Section 6 hereof that represents Rights that are
     or have become void pursuant to the provisions of this paragraph, and any
     Right Certificate delivered to the Rights Agent that represents Rights that
     are or have become void pursuant to the provisions of this paragraph shall
     be cancelled.  From and after the occurrence of an event specified in
     Section 13(a) hereof, any Rights that theretofore have not been exercised
     pursuant to this Section 11(a)(ii) shall thereafter be exercisable only in
     accordance with Section 13 and not pursuant to this Section 11(a)(ii).

          (iii) The Company may at its option substitute for a share of Class A
     Common Stock issuable upon the exercise of Rights in accordance with the
     foregoing subparagraph (ii) such number or fractions of shares of Preferred
     Stock having an aggregate current market value equal to the current per
     share market price of a share of Class A Common Stock. In the event that
     there shall not be sufficient shares of Class A Common Stock issued but not
     outstanding or authorized but unissued (and unreserved) to permit the
     exercise in full of the Rights in accordance with the foregoing
     subparagraph (ii), the Board of Directors shall, with respect to such
     deficiency, to the extent permitted by applicable law and any material
     agreements then in effect to which the Company is a party (A) determine the
     excess of (x) the value of the shares of Class A Common Stock issuable upon
     the exercise of a Right in accordance with the foregoing subparagraph (ii)
     (the "Current Value") over (y) the then-current Purchase Price multiplied
     by the number of one one-thousandths of shares of Preferred Stock for which
     a Right was exercisable immediately prior to the time that the Acquiring
     Person became such (such excess, the "Spread"), and (B) with respect to
     each Right (other than Rights which have become void pursuant to Section

                                      -12-
<PAGE>

          11(a)(ii)), make adequate provision to substitute for the shares of
     Class A Common Stock issuable in accordance with subparagraph (ii) upon
     exercise of the Right and payment of the applicable Purchase Price, (1)
     cash, (2) a reduction in such Purchase Price, (3) shares of Preferred Stock
     or other equity securities of the Company (including, without limitation,
     shares or fractions of shares of preferred stock which, by virtue of having
     dividend, voting and liquidation rights substantially comparable to those
     of the shares of Class A Common Stock, are deemed in good faith by the
     Board of Directors to have substantially the same value as the shares of
     Class A Common Stock (such shares of preferred stock and shares or
     fractions of shares of preferred stock are hereinafter referred to as
     "Common Stock equivalents"), (4) debt securities of the Company, (5) other
     assets or (6) any combination of the foregoing, having a value which, when
     added to the value of the shares of Class A Common Stock actually issued
     upon exercise of such Right, shall have an aggregate value equal to the
     Current Value (less the amount of any reduction in such Purchase Price),
     where such aggregate value has been determined by the Board of Directors
     upon the advice of a nationally recognized investment banking firm selected
     in good faith by the Board of Directors; provided, however, if the Company
     shall not make adequate provision to deliver value pursuant to clause (B)
     above within thirty (30) days following the date that the Acquiring Person
     became such (the "Section 11(a)(ii) Trigger Date"), then the Company shall
     be obligated to deliver, to the extent permitted by applicable law and any
     material agreements then in effect to which the Company is a party, upon
     the surrender for exercise of a Right and without requiring payment of the
     Purchase Price, shares of Class A Common Stock (to the extent available),
     and then, if necessary, such number or fractions of shares of Preferred
     Stock (to the extent available) and then, if necessary, cash, which shares
     and/or cash have an aggregate value equal to the Spread. If within the
     thirty (30) day period referred to above the Board of Directors shall
     determine in good faith that it is likely that sufficient additional shares
     of Class A Common Stock could be authorized for issuance upon exercise in
     full of the Rights, then, if the Board of Directors so elects, such thirty
     (30) day period may be extended to the extent necessary, but not more than
     ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that
     the Company may seek stockholder approval for the authorization of such
     additional shares (such thirty (30) day period, as it may be extended, is
     hereinafter called the "Substitution Period"). To the extent that the
     Company determines that some action need be taken pursuant to the second
     and/or third sentence of this Section 11(a)(iii), the Company (x) shall
     provide, subject to Section 11(a)(ii) hereof and the last sentence of this
     Section 11(a)(iii) hereof, that such action shall apply uniformly to all
     outstanding Rights and (y) may suspend the exercisability of the Rights
     until the expiration of the Substitution Period in order to seek any
     authorization of additional shares and/or to decide the appropriate form of
     distribution to be made pursuant to such second sentence and to determine
     the value thereof. In the event of any such suspension, the Company shall
     issue a public announcement stating that the exercisability of the Rights
     has been temporarily suspended, as well as a public announcement at such
     time as the suspension is no longer in effect. For purposes of this Section
     11(a)(iii), the value of the shares of Class A Common Stock shall be the
     current per share market price (as determined pursuant to Section 11(d)(i))
     on the Section 11(a)(ii) Trigger Date and the per share or fractional value
     of any Common Stock equivalent shall be deemed to equal the current per
     share market price of the Class A Common Stock. The Board of Directors of
     the Company may, but shall not be required to, establish procedures to



                                      -13-
<PAGE>

     allocate the right to receive shares of Class A Common Stock upon the
     exercise of the Rights among holders of Rights pursuant to this Section
     11(a)(iii).

     (b) In case the Company shall fix a record date for the issuance of rights,
options or warrants to all holders of Preferred Stock entitling them (for a
period expiring within 45 calendar days after such record date) to subscribe for
or purchase Preferred Stock (or shares having similar rights, privileges and
preferences as the Preferred Stock ("equivalent preferred shares")) or
securities convertible into Preferred Stock or equivalent preferred shares at a
price per share of Preferred Stock or equivalent preferred shares (or having a
conversion price per share, if a security convertible into shares of Preferred
Stock or equivalent preferred shares) less than the then-current per share
market price of the Preferred Stock (determined pursuant to Section 11(d)
hereof) on such record date, the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of shares of Preferred Stock and equivalent preferred shares
outstanding on such record date plus the number of shares of Preferred Stock and
equivalent preferred shares which the aggregate offering price of the total
number of such shares so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such
current market price, and the denominator of which shall be the number of shares
of Preferred Stock and equivalent preferred shares outstanding on such record
date plus the number of additional shares of Preferred Stock and/or equivalent
preferred shares to be offered for subscription or purchase (or into which the
convertible securities so to be offered are initially convertible); provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company issuable upon exercise of one Right. In case such subscription
price may be paid in a consideration part or all of which shall be in a form
other than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and which shall be binding
on the Rights Agent. Shares of Preferred Stock and equivalent preferred shares
owned by or held for the account of the Company shall not be deemed outstanding
for the purpose of any such computation. Such adjustment shall be made
successively whenever such a record date is fixed; and in the event that such
rights, options or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such record
date had not been fixed.

     (c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Preferred Stock) or subscription rights or warrants (excluding those referred to
in Section 11(b) hereof), the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
then-current per share market price of the Preferred Stock (determined pursuant
to Section 11(d) hereof) on such record date, less the fair market value (as
determined in good faith by the Board of Directors of the Company whose
determination shall be described in a statement filed with the Rights Agent and

                                      -14-
<PAGE>

shall be binding on the Rights Agent) of the portion of such assets or evidences
of indebtedness so to be distributed or of such subscription rights or warrants
applicable to one share of Preferred Stock, and the denominator of which shall
be such current per share market price of the Preferred Stock; provided,
however, that in no event shall the consideration to be paid upon the exercise
of one Right be less than the aggregate par value of the shares of capital stock
of the Company to be issued upon exercise of one Right. Such adjustments shall
be made successively whenever such a record date is fixed; and in the event that
such distribution is not so made, the Purchase Price shall again be adjusted to
be the Purchase Price which would then be in effect if such record date had not
been fixed.

     (d) (i) Except as otherwise provided herein, for the purpose of any
computation hereunder, the "current per share market price" of any security (a
"Security" for the purpose of this Section 11(d)(i)) on any date shall be deemed
to be the average of the daily closing prices per share of such Security for the
30 consecutive Trading Days (as such term is hereinafter defined) immediately
prior to such date; provided, however, that in the event that the current per
share market price of the Security is determined during a period following the
announcement by the issuer of such Security of (A) a dividend or distribution on
such Security payable in shares of such Security or securities convertible into
such shares, or (B) any subdivision, combination or reclassification of such
Security, and prior to the expiration of 30 Trading Days after the ex-dividend
date for such dividend or distribution, or the record date for such subdivision,
combination or reclassification, then, and in each such case, the current per
share market price shall be appropriately adjusted to reflect the current market
price per share equivalent of such Security. The closing price for each day
shall be the last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices, regular way, in
either case as reported by (w) the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New York
Stock Exchange or, (x) if the Security is not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Security is listed or admitted to
trading or, if (y) the Security is not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by Nasdaq or such other system then in use, or, (z) if on any such date
the Security is not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Security selected by the Board of Directors of the Company. The term
"Trading Day" shall mean a day on which the principal national securities
exchange on which the Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted to trading
on any national securities exchange, a Business Day.

          (ii) For the purpose of any computation hereunder, if the Preferred
     Stock is publicly traded, the "current per share market price" of the
     Preferred Stock shall be determined in accordance with the method set forth
     in Section 11(d)(i). If the Preferred Stock is not publicly traded but the
     Class A Common Stock is publicly traded, the "current per share market
     price" of the Preferred Stock shall be conclusively deemed to be the
     current per share market price of the Class A Common Stock, as determined
     pursuant to Section 11(d)(i), multiplied by one thousand (appropriately
     adjusted to reflect any stock split, stock dividend or similar transaction
     occurring after the date hereof). If neither the Class A Common Stock nor
     the Preferred Stock is publicly traded, "current per share market price"
     shall mean the fair value per share as determined in good faith by the
     Board of Directors of the Company, whose determination shall be described

                                      -15-
<PAGE>

     in a statement filed with the Rights Agent and shall be binding on the
     Rights Agent.

     (e) No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; provided, however, that any adjustments not required to be made by reason
of this Section 11(e) shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 11 shall be made to
the nearest cent or to the nearest one ten- thousandth of a share of Preferred
Stock or share of Class A Common Stock or other share or security as the case
may be. Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which requires such adjustment or (ii)
the Expiration Date.

     (f) If as a result of an adjustment made pursuant to Section 11(a) hereof,
the holder of any Right thereafter exercised shall become entitled to receive
any shares of capital stock of the Company other than the Preferred Stock,
thereafter the Purchase Price and the number of such other shares so receivable
upon exercise of a Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Preferred Stock contained in Section 11(a), 11(b), 11(c), 11(e),
11(h), 11(i) and 11(m) and the provisions of Sections 7, 9, 10, 13 and 14 hereof
with respect to the Preferred Stock shall apply on like terms to any such other
shares.

     (g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-thousandths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.

     (h) Unless the Company shall have exercised its election as provided in
Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Section 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of one one-thousandths of
a share of Preferred Stock (calculated to the nearest one ten- thousandth of a
share of Preferred Stock) obtained by (i) multiplying (x) the number of one
one-thousandths of a share of Preferred Stock purchasable upon the exercise of a
Right immediately prior to such adjustment by (y) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.

     (i) The Company may elect on or after the date of any adjustment of the
Purchase Price pursuant to Sections 11(b) or 11(c) hereof to adjust the number
of Rights, in substitution for any adjustment in the number of one
one-thousandths of a share of Preferred Stock purchasable upon the exercise of a
Right. Each of the Rights outstanding after such adjustment of the number of
Rights shall be exercisable for the number of one one-thousandths of a share of
Preferred Stock for which a Right was exercisable immediately prior to such
adjustment. Each Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the Purchase Price in effect immediately
prior to adjustment of the Purchase Price by the Purchase Price in effect
immediately after adjustment of the Purchase Price. The Company shall make a

                                      -16-
<PAGE>

public announcement of its election to adjust the number of Rights, indicating
the record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made. This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right Certificates have
been issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company may, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled as a result of
such adjustment. Right Certificates so to be distributed shall be issued,
executed and countersigned in the manner provided for herein and shall be
registered in the names of the holders of record of Right Certificates on the
record date specified in the public announcement.

     (j) Irrespective of any adjustment or change in the Purchase Price or the
number of one one-thousandths of a share of Preferred Stock issuable upon the
exercise of the Rights, the Right Certificates theretofore and thereafter issued
may continue to express the Purchase Price and the number of one one-thousandths
of a share of Preferred Stock which were expressed in the initial Right
Certificates issued hereunder.

     (k) Before taking any action that would cause an adjustment reducing the
Purchase Price below the then par value, if any, of the shares of Preferred
Stock or other shares of capital stock issuable upon exercise of the Rights, the
Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of Preferred Stock or other such shares at
such adjusted Purchase Price.

     (l) In any case in which this Section 11 shall require that an adjustment
in the Purchase Price be made effective as of a record date for a specified
event, the Company may elect to defer until the occurrence of such event the
issuing to the holder of any Right exercised after such record date the
Preferred Stock, Class A Common Stock or other capital stock or securities of
the Company, if any, issuable upon such exercise over and above the Preferred
Stock, Class A Common Stock or other capital stock or securities of the Company,
if any, issuable upon such exercise on the basis of the Purchase Price in effect
prior to such adjustment; provided, however, that the Company shall deliver to
such holder a due bill or other appropriate instrument evidencing such holder's
right to receive such additional shares upon the occurrence of the event
requiring such adjustment.

     (m) Notwithstanding anything in this Section 11 to the contrary, the
Company shall be entitled to make such adjustments in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any consolidation or subdivision of the Preferred Stock, issuance
(wholly for cash) of any shares of Preferred Stock at less

                                      -17-
<PAGE>

than the current market price, issuance (wholly for cash) of Preferred Stock or
securities which by their terms are convertible into or exchangeable for
Preferred Stock, dividends on Preferred Stock payable in shares of Preferred
Stock or issuance of rights, options or warrants referred to hereinabove in
Section 11(b), hereafter made by the Company to holders of its Preferred Stock
shall not be taxable to such stockholders.

     (n) Notwithstanding anything in this Rights Agreement to the contrary, in
the event that at any time after the date of this Rights Agreement and prior to
the Distribution Date, the Company shall (i) declare or pay any dividend on the
Common Stock payable in Common Stock or (ii) effect a subdivision, combination
or consolidation of the Common Stock (by reclassification or otherwise than by
payment of a dividend payable in Common Stock) into a greater or lesser number
of shares of Common Stock, then in any such case, the number of Rights
associated with each share of Common Stock then outstanding, or issued or
delivered thereafter, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock following any such
event shall equal the result obtained by multiplying the number of Rights
associated with each share of Common Stock immediately prior to such event by a
fraction the numerator of which shall be the total number of shares of Common
Stock outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately following the occurrence of such event.

     (o) The Company agrees that, after the earlier of the Distribution Date or
the Stock Acquisition Date, it will not, except as permitted by Sections 23, 24
or 27 hereof, take (or permit any Subsidiary to take) any action if at the time
such action is taken it is reasonably foreseeable that such action will diminish
substantially or eliminate the benefits intended to be afforded by the Rights.

     Section 12. Certificate of Adjusted Purchase Price or Number of Shares.
Whenever an adjustment is made as provided in Section 11 or 13 hereof, the
Company shall promptly (a) prepare a certificate setting forth such adjustment,
and a brief statement of the facts accounting for such adjustment, (b) file with
the Rights Agent and with each transfer agent for the Common Stock or the
Preferred Stock a copy of such certificate and (c) mail a brief summary thereof
to each holder of a Right Certificate in accordance with Section 25 hereof (if
so required under Section 25 hereof). The Rights Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained and
shall not be deemed to have knowledge of any such adjustment unless and until it
shall have received such certificate.

     Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earnings
Power. (a) In the event, directly or indirectly, at any time after any Person
has become an Acquiring Person, (i) the Company shall merge with and into any
other Person (other than one or more of its wholly-owned Subsidiaries), (ii) any
Person (other than one or more of its wholly-owned Subsidiaries), shall
consolidate with the Company, or any Person (other than one or more of its
wholly-owned Subsidiaries), shall merge with and into the Company and the
Company shall be the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the Common Stock shall be changed
into or exchanged for stock or other securities of any other Person (or of the

                                      -18-
<PAGE>

Company) or cash or any other property, or (iii) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power aggregating to
50% or more of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person (other than the Company or one or more of
its wholly-owned Subsidiaries), then, and in each such case, proper provision
shall be made so that:

     (A) each holder of record of a Right (other than Rights which have become
void pursuant to Section 11(a)(ii)) shall thereafter have the right to receive,
upon the exercise thereof at a price equal to the then-current Purchase Price
multiplied by the number of one one-thousandths of a share of Preferred Stock
for which a Right was exercisable (whether or not such Right was then
exercisable) immediately prior to the time that any Person first became an
Acquiring Person (each as subsequently adjusted thereafter pursuant to Section
11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the
terms of this Rights Agreement and in lieu of Preferred Stock, such number of
validly issued, fully paid and non- assessable and freely tradeable shares of
Common Stock of the Principal Party (as defined below) not subject to any liens,
encumbrances, rights of first refusal or other adverse claims, as shall be equal
to the result obtained by (1) multiplying the then-current Purchase Price by the
number of one one-thousandths of a share of Preferred Stock for which a Right
was exercisable immediately prior to the time that any Person first became an
Acquiring Person (as subsequently adjusted thereafter pursuant to Section
11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that
product by 50% of the then-current per share market price of the Common Stock of
such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the
date of consummation of such consolidation, merger, sale or transfer; provided
that the Purchase Price and the number of shares of Common Stock of such
Principal Party issuable upon exercise of each Right shall be further adjusted
as provided in Section 11(f) of this Rights Agreement to reflect any events
occurring in respect of such Principal Party after the date of such
consolidation, merger, sale or transfer;

     (B) such Principal Party shall thereafter be liable for, and shall assume,
by virtue of such consolidation, merger, sale or transfer, all the obligations
and duties of the Company pursuant to this Rights Agreement;

     (C) the term "Company" as used herein shall thereafter be deemed to refer
to such Principal Party; and

     (D) such Principal Party shall take such steps (including, but not limited
to, the reservation of a sufficient number of its shares of its Common Stock) in
connection with such consummation of any such transaction as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the shares of its Common Stock thereafter
deliverable upon the exercise of the Rights; provided that, upon the subsequent
occurrence of any consolidation, merger, sale or transfer of assets or other
extraordinary transaction in respect of such Principal Party, each holder of a
Right shall thereupon be entitled to receive, upon exercise of a Right and
payment of the Purchase Price as provided in this Section 13(a), such cash,
shares, rights, warrants and other property which such holder would have been
entitled to receive had such holder, at the time of such transaction, owned the
Common Stock of the Principal Party receivable upon the exercise of a Right
pursuant to this Section 13(a), and such Principal Party shall take such steps

                                      -19-
<PAGE>

(including, but not limited to, reservation of shares of stock) as may be
necessary to permit the subsequent exercise of the Rights in accordance with the
terms hereof for such cash, shares, rights, warrants and other property.

     (b) "Principal Party" shall mean:

     (i) in the case of any transaction described in clauses (i) or (ii) of the
first sentence of Section 13(a) hereof: (A) the Person that is the issuer of the
securities into which the shares of Common Stock are converted in such merger or
consolidation, or, if there is more than one such issuer, the issuer of the
shares of Common Stock of which have the greatest aggregate market value of
shares outstanding, or (B) if no securities are so issued, (x) the Person that
is the other party to the merger, if such Person survives said merger, or, if
there is more than one such Person, the Person the shares of Common Stock of
which have the greatest aggregate market value of shares outstanding or (y) if
the Person that is the other party to the merger does not survive the merger,
the Person that does survive the merger (including the Company if it survives)
or (z) the Person resulting from the consolidation; and

     (ii) in the case of any transaction described in clause (iii) of the first
sentence in Section 13(a) hereof, the Person that is the party receiving the
greatest portion of the assets or earning power transferred pursuant to such
transaction or transactions, or, if each Person that is a party to such
transaction or transactions receives the same portion of the assets or earning
power so transferred or if the Person receiving the greatest portion of the
assets or earning power cannot be determined, whichever of such Persons is the
issuer of Common Stock having the greatest aggregate market value of shares
outstanding;

provided, however, that in any such case described in the foregoing clause
(b)(i) or (b)(ii), if the Common Stock of such Person is not at such time or has
not been continuously over the preceding 12-month period registered under
Section 12 of the Exchange Act, then (1) if such Person is a direct or indirect
Subsidiary of another Person the Common Stock of which is and has been so
registered, the term "Principal Party" shall refer to such other Person, or (2)
if such Person is a Subsidiary, directly or indirectly, of more than one Person,
and the Common Stocks of all of such persons have been so registered, the term
"Principal Party" shall refer to whichever of such Persons is the issuer of
Common Stock having the greatest aggregate market value of shares outstanding,
or (3) if such Person is owned, directly or indirectly, by a joint venture
formed by two or more Persons that are not owned, directly or indirectly, by the
same Person, the rules set forth in clauses (1) and (2) above shall apply to
each of the owners having an interest in the venture as if the Person owned by
the joint venture was a Subsidiary of both or all of such joint venturers, and
the Principal Party in each such case shall bear the obligations set forth in
this Section 13 in the same ratio as its interest in such Person bears to the
total of such interests.

     (c) The Company shall not consummate any consolidation, merger, sale or
transfer referred to in Section 13(a) hereof unless prior thereto the Company
and the Principal Party involved therein shall have executed and delivered to
the Rights Agent an agreement confirming that the requirements of Sections 13(a)
and (b) hereof shall promptly be performed in accordance with their terms and
that such consolidation, merger, sale or transfer of

                                      -20-
<PAGE>

assets shall not result in a default by the Principal Party under this Rights
Agreement as the same shall have been assumed by the Principal Party pursuant to
Sections 13(a) and (b) hereof and providing that, as soon as practicable after
executing such agreement pursuant to this Section 13, the Principal Party will:

          (i) prepare and file a registration statement under the Securities
     Act, if necessary, with respect to the Rights and the securities
     purchasable upon exercise of the Rights on an appropriate form, use its
     best efforts to cause such registration statement to become effective as
     soon as practicable after such filing and use its best efforts to cause
     such registration statement to remain effective (with a prospectus at all
     times meeting the requirements of the Securities Act) until the Expiration
     Date, and similarly comply with applicable state securities laws;

          (ii) use its best efforts, if the Common Stock of the Principal Party
     shall be listed or admitted to trading on the New York Stock Exchange or on
     another national securities exchange, to list or admit to trading (or
     continue the listing of) the Rights and the securities purchasable upon
     exercise of the Rights on the New York Stock Exchange or such securities
     exchange, or, if the Common Stock of the Principal Party shall not be
     listed or admitted to trading on the New York Stock Exchange or a national
     securities exchange, to cause the Rights and the securities receivable upon
     exercise of the Rights to be reported by such other system then in use;

          (iii) deliver to holders of the Rights historical financial statements
     for the Principal Party which comply in all respects with the requirements
     for registration on Form 10 (or any successor form) under the Exchange Act;
     and

          (iv) obtain waivers of any rights of first refusal or preemptive
     rights in respect of the Common Stock of the Principal Party subject to
     purchase upon exercise of outstanding Rights.

          (d) In case the Principal Party has a provision in any of its
     authorized securities or in its certificate of incorporation or by-laws or
     other instrument governing its affairs, which provision would have the
     effect of (i) causing such Principal Party to issue (other than to holders
     of Rights pursuant to this Section 13), in connection with, or as a
     consequence of, the consummation of a transaction referred to in this
     Section 13, shares of Common Stock or Common Stock equivalents of such
     Principal Party at less than the then-current market price per share
     thereof (determined pursuant to Section 11(d) hereof) or securities
     exercisable for, or convertible into, Common Stock or Common Stock
     equivalents of such Principal Party at less than such then-current market
     price, or (ii) providing for any special payment, tax or similar provision
     in connection with the issuance of the Common Stock of such Principal Party
     pursuant to the provisions of Section 13, then, in such event, the Company
     hereby agrees with each holder of Rights that it shall not consummate any
     such transaction unless prior thereto the Company and such Principal Party
     shall have executed and delivered to the Rights Agent a supplemental
     agreement providing that the provision in question of such Principal Party
     shall have been canceled, waived or amended, or that the authorized
     securities shall be redeemed, so that the applicable provision will have no
     effect in connection with, or as a consequence of, the consummation of the
     proposed transaction.

                                      -21-
<PAGE>

     (e) The Company covenants and agrees that it shall not, at any time after a
Person first becomes an Acquiring Person enter into any transaction of the type
contemplated by Sections 13(a)(i)-(iii) hereof if (x) at the time of or
immediately after such consolidation, merger, sale, transfer or other
transaction there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights, (y)
prior to, simultaneously with or immediately after such consolidation, merger,
sale, transfer or other transaction, the stockholders of the Person who
constitutes, or would constitute, the Principal Party for purposes of Section
13(b) hereof shall have received a distribution of Rights previously owned by
such Person or any of its Affiliates or Associates or (z) the form or nature of
organization of the Principal Party would preclude or limit the exercisability
of the Rights.

     Section 14. Fractional Rights and Fractional Shares. (a) The Company shall
not be required to issue fractions of Rights (except prior to the Distribution
Date in accordance with Section 11(n) hereof) or to distribute Right
Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be issuable, an
amount in cash equal to the same fraction of the current market value of a whole
Right. For the purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price for any day shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as reported by (w)
the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange or, (x)
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, (y) if the Rights are
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by Nasdaq or such other
system then in use or, (z) if on any such date the Rights are not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Rights selected by the
Board of Directors of the Company. If on any such date no such market maker is
making a market in the Rights, the fair value of the Rights on such date as
determined in good faith by the Board of Directors of the Company shall be used.

     (b) The Company shall not be required to issue fractions of shares of
Preferred Stock (other than fractions which are integral multiples of one one-
thousandth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates which evidence fractional shares of Preferred Stock
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock). Interests in fractions of Preferred Stock in integral
multiples of one one-thousandth of a share of Preferred Stock may, at the
election of the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected by it;
provided, that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Preferred Stock represented by such
depositary receipts. In lieu of fractional shares of Preferred Stock that are
not integral multiples of one one-thousandth of a share of Preferred Stock, the

                                      -22-
<PAGE>

Company shall pay to the registered holders of Right Certificates at the time
such Rights are exercised for shares of Preferred Stock as herein provided an
amount in cash equal to the same fraction of the current market value of one
share of Preferred Stock. For the purposes of this Section 14(b), the current
market value of a share of Preferred Stock shall be the closing price of a share
of Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the
Trading Day immediately prior to the date of such exercise.

     (c) The Company shall not be required to issue fractions of shares of Class
A Common Stock or to distribute certificates which evidence fractional shares of
Class A Common Stock upon the exercise or exchange of Rights. In lieu of such
fractional shares of Class A Common Stock, the Company shall pay to the
registered holders of the Right Certificates at the time such Rights are
exercised or exchanged for shares of Class A Common Stock as herein provided an
amount in cash equal to the same fraction of the current market value of a whole
share of Class A Common Stock (as determined in accordance with Section 11(d)(i)
hereof) for the Trading Day immediately prior to the date of such exercise or
exchange.

     (d) The holder of a Right by the acceptance of the Right expressly waives
the right to receive any fractional Rights or any fractional shares upon
exercise or exchange of a Right (except as provided above).

     Section 15. Rights of Action. All rights of action in respect of this
Rights Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Stock); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Stock), without the consent of the Rights
Agent or of the holder of any other Right Certificate (or, prior to the
Distribution Date, of the Common Stock), on such holder's own behalf and for
such holder's own benefit, may enforce, and may institute and maintain any suit,
action or proceeding against the Company to enforce, or otherwise act in respect
of, such holder's right to exercise the Rights evidenced by such Right
Certificate (or, prior to the Distribution Date, such Common Stock) in the
manner provided in such Right Certificate and in this Rights Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Rights Agreement and will be entitled to
specific performance of the obligations under, and injunctive relief against
actual or threatened violations of the obligations of any Person subject to,
this Rights Agreement.

     Section 16. Agreement of Right Holders. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:

          (i) prior to the Distribution Date, the Rights will be transferable
     only in connection with the transfer of the Common Stock;

          (ii) after the Distribution Date, the Right Certificates are
     transferable only on the registry books of the Rights Agent if surrendered

                                      -23-
<PAGE>

     at the office or agency of the Rights Agent designated for such purpose,
     duly endorsed or accompanied by a proper instrument of transfer; and

          (iii) the Company and the Rights Agent may deem and treat the Person
     in whose name the Right Certificate (or, prior to the Distribution Date,
     the Common Stock certificate or Ownership Statement) is registered as the
     absolute owner thereof and of the Rights evidenced thereby (notwithstanding
     any notations of ownership or writing on the Right Certificates or the
     Common Stock certificate or Ownership Statement made by anyone other than
     the Company or the Rights Agent) for all purposes whatsoever, and neither
     the Company nor the Rights Agent, subject to Section 7(e) hereof, shall be
     affected by any notice to the contrary.

     Section 17. Right Certificate Holder Not Deemed a Stockholder. No holder,
as such, of any Right Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the Preferred Stock or any other
securities of the Company which may at any time be issuable on the exercise or
exchange of the Rights represented thereby, nor shall anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in this Rights Agreement), or to receive
dividends or subscription rights, or otherwise, until the Rights evidenced by
such Right Certificate shall have been exercised or exchanged in accordance with
the provisions hereof.

     Section 18. Concerning the Rights Agent. (a) The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Rights Agreement and the exercise and performance of its
duties hereunder. The Company also agrees to indemnify the Rights Agent for, and
to hold it harmless against, any loss, liability or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Rights Agreement, including the costs and
expenses of defending against any claim of liability arising therefrom, directly
or indirectly.

     (b) The Rights Agent shall be protected and shall incur no liability for,
or in respect of any action taken, suffered or omitted by it in connection with,
its administration of this Rights Agreement in reliance upon any Right
Certificate or certificate for the Preferred Stock or Common Stock or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document reasonably believed by it to
be genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper Person or Persons, or otherwise upon the advice of
counsel as set forth in Section 20 hereof.

     Section 19. Merger or Consolidation or Change of Name of Rights Agent. (a)
Any corporation into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation resulting from

                                      -24-
<PAGE>

any merger or consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the stock transfer or
corporate trust powers of the Rights Agent or any successor Rights Agent, shall
be the successor to the Rights Agent under this Rights Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. In case at the time such successor Rights Agent shall succeed to the
agency created by this Rights Agreement, any of the Right Certificates shall
have been countersigned but not delivered, such successor Rights Agent may adopt
the countersignature of the predecessor Rights Agent and deliver such Right
Certificates so countersigned; and in case at that time any of the Right
Certificates shall not have been countersigned, any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of such successor Rights Agent; and in all such cases such
Right Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.

     (b) In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its changed
name and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Rights Agreement.

     Section 20. Duties of Rights Agent. The Rights Agent undertakes the duties
and obligations imposed by this Rights Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:

     (a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.

     (b) Whenever in the performance of its duties under this Rights Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chief Executive Officer,
President, any Vice President, the Treasurer or the Secretary of the Company
(each, an "Authorized Officer") and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for any action taken
or suffered in good faith by it under the provisions of this Rights Agreement in
reliance upon such certificate.

     (c) The Rights Agent shall be liable hereunder to the Company and any other
Person only for its own gross negligence, bad faith or wilful misconduct.


                                      -25-
<PAGE>

     (d) The Rights Agent shall not be liable for or by reason of any of the
statements of fact or recitals contained in this Rights Agreement or in the
Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

     (e) The Rights Agent shall not be under any responsibility in respect of
the validity of this Rights Agreement or the execution and delivery hereof
(except the due execution hereof by the Rights Agent) or in respect of the
validity or execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Rights Agreement or in any Right
Certificate; nor shall it be responsible for any change in the exercisability of
the Rights (including the Rights becoming void pursuant to Section 11(a)(ii)
hereof) or any adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Sections 3, 11, 13, 23 and 24, or the
ascertaining of the existence of facts that would require any such change or
adjustment (except with respect to the exercise of Rights evidenced by Right
Certificates after receipt of a certificate furnished pursuant to Section 12,
describing such change or adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Preferred Stock or other securities to be issued
pursuant to this Rights Agreement or any Right Certificate or as to whether any
shares of Preferred Stock or other securities will, when issued, be validly
authorized and issued, fully paid and nonassessable.

     (f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Rights Agreement.

     (g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
person reasonably believed by the Rights Agent to be one of the Authorized
Officers, and to apply to such Authorized Officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken or
suffered by it in good faith in accordance with instructions of any such
Authorized Officer or for any delay in acting while waiting for those
instructions. Any application by the Rights Agent for written instructions from
the Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken or omitted by the Rights Agent under this Rights
Agreement and the date on and/or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action
taken by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date
any Authorized Officer of the Company actually receives such application, unless
any such Authorized Officer shall have consented in writing to an earlier date)
unless, prior to taking any such action (or the effective date in the case of an
omission), the Rights Agent shall have received written instructions in response
to such application specifying the action to be taken or omitted.

     (h) The Rights Agent and any stockholder, director, officer or employee of
the Rights Agent may buy, sell or deal in any of the Rights or other securities
of the Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to the Company or

                                      -26-
<PAGE>

otherwise act as fully and freely as though it were not Rights Agent under this
Rights Agreement. Nothing herein shall preclude the Rights Agent from acting in
any other capacity for the Company or for any other legal entity.

     (i) The Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided reasonable care was exercised in the selection
and continued employment thereof.

     (j) If, with respect to any Right Certificate surrendered to the Rights
Agent for exercise or transfer, the certificate contained in the form of
assignment or the form of election to purchase set forth on the reverse thereof,
as the case may be, has not been completed to certify the holder is not an
Acquiring Person (or an Affiliate or Associate thereof) or a transferee thereof,
the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company.

     Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Rights
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of each class of the Common Stock or the Preferred Stock by
registered or certified mail, and, following the Distribution Date, to the
holders of the Right Certificates by first-class mail. The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the each class of the Common Stock or the Preferred Stock
by registered or certified mail, and, following the Distribution Date, to the
holders of the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (A) a corporation organized and doing business under the
laws of the United States or any State thereof, which is authorized under such
laws to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million or (B) an affiliate of a corporation described in clause (A)
of this sentence. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
each class of the Common Stock or the Preferred Stock, and, following the

                                      -27
<PAGE>

Distribution Date, mail a notice thereof in writing to the registered holders of
the Right Certificates. Failure to give any notice provided for in this Section
21, however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.

     Section 22. Issuance of New Right Certificates. Notwithstanding any of the
provisions of this Rights Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such forms as may be approved by its Board of Directors to reflect any
adjustment or change in the Purchase Price and the number or kind or class of
shares or other securities or property purchasable under the Right Certificates
made in accordance with the provisions of this Rights Agreement. In addition, in
connection with the issuance or sale of Common Stock following the Distribution
Date and prior to the Expiration Date, the Company may with respect to shares of
Common Stock so issued or sold pursuant to (i) the exercise of stock options,
(ii) under any employee plan or arrangement, (iii) the exercise, conversion or
exchange of securities, notes or debentures issued by the Company or (iv) a
contractual obligation of the Company, in each case existing prior to the
Distribution Date, issue Right Certificates representing the appropriate number
of Rights in connection with such issuance or sale.

     Section 23. Redemption. (a) The Board of Directors of the Company may, at
any time prior to such time as any Person first becomes an Acquiring Person,
redeem all but not less than all the then-outstanding Rights at a redemption
price of $.01 per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (the
"Redemption Price").The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. The Company may, at its option, pay the
Redemption Price in cash, shares of Class A Common Stock (based on the current
market price of the Class A Common Stock at the time of redemption as determined
pursuant to Section 11(d)(i) hereof) or any other form of consideration deemed
appropriate by the Board of Directors.

     (b) Immediately upon the action of the Board of Directors ordering the
redemption of the Rights pursuant to paragraph (a) of this Section 23 (or at
such later time as the Board of Directors may establish for the effectiveness of
such redemption), and without any further action and without any notice, the
right to exercise the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. The Company shall
promptly give public notice of any such redemption; provided, however, that the
failure to give, or any defect in, any such notice shall not affect the validity
of such redemption. Within 10 days after such action of the Board of Directors
ordering the redemption of the Rights (or such later time as the Board of
Directors may establish for the effectiveness of such redemption), the Company
shall mail a notice of redemption to all the holders of the then-outstanding
Rights at their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for each class of the Common Stock. Any notice which is mailed in
the manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each such notice of redemption shall state the method by
which the payment of the Redemption Price will be made.

                                      -28-
<PAGE>

     Section 24. Exchange. (a) The Board of Directors of the Company may, at its
option, at any time after any Person first becomes an Acquiring Person, exchange
all or part of the then-outstanding and exercisable Rights (which shall not
include Rights that have not become effective or that have become void pursuant
to the provisions of Section 11(a)(ii) hereof) for shares of Class A Common
Stock at an exchange ratio of one share of Class A Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such amount per Right being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors shall not be empowered to effect such exchange at any
time after an Acquiring Person becomes the Beneficial Owner of shares of Common
Stock aggregating 50% or more of the shares of Common Stock then outstanding.
From and after the occurrence of an event specified in Section 13(a) hereof, any
Rights that theretofore have not been exchanged pursuant to this Section 24(a)
shall thereafter be exercisable only in accordance with Section 13 and may not
be exchanged pursuant to this Section 24(a). The exchange of the Rights by the
Board of Directors may be made effective at such time, on such basis and with
such conditions as the Board of Directors in its sole discretion may establish.

     (b) Immediately upon the effectiveness of the action of the Board of
Directors of the Company ordering the exchange of any Rights pursuant to
paragraph (a) of this Section 24 and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only right
thereafter of a holder of such Rights shall be to receive that number of shares
of Class A Common Stock equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly give public notice
of any such exchange; provided, however, that the failure to give, or any defect
in, such notice shall not affect the validity of such exchange. The Company
shall promptly mail a notice of any such exchange to all of the holders of the
Rights so exchanged at their last addresses as they appear upon the registry
books of the Rights Agent. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of the
shares of Class A Common Stock for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become void pursuant to the provisions of Section 11(a)(ii)
hereof) held by each holder of Rights.

     (c) The Company may at its option substitute and, in the event that there
shall not be sufficient shares of Class A Common Stock issued but not
outstanding or authorized but unissued (and unreserved) to permit an exchange of
Rights as contemplated in accordance with this Section 24, the Company shall
substitute to the extent of such insufficiency, for each share of Class A Common
Stock that would otherwise be issuable upon exchange of a Right, a number of
shares of Preferred Stock or fraction thereof (or equivalent preferred shares as
such term is defined in Section 11(b)) such that the current per share market
price (determined pursuant to Section 11(d) hereof) of one share of Preferred
Stock (or equivalent preferred share) multiplied by such number or fraction is
equal to the current per share market price of one share of Class A Common Stock
(determined pursuant to Section 11(d) hereof) as of the date of such exchange.

                                      -29-
<PAGE>

     Section 25. Notice of Certain Events. (a) In case the Company shall at any
time after the earlier of the Distribution Date or the Stock Acquisition Date
propose (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Stock or to make any other distribution to the holders of its
Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to
the holders of its Preferred Stock rights or warrants to subscribe for or to
purchase any additional shares of Preferred Stock or shares of stock of any
class or any other securities, rights or options, (iii) to effect any
reclassification of its Preferred Stock (other than a reclassification involving
only the subdivision or combination of outstanding Preferred Stock), (iv) to
effect the liquidation, dissolution or winding up of the Company, or (v) to
declare or pay any dividend on the Common Stock payable in Common Stock or to
effect a subdivision, combination or consolidation of the Common Stock (by
reclassification or otherwise than by payment of dividends in Common Stock),
then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, or distribution or offering of rights or warrants, or the date on
which such liquidation, dissolution, reclassification, subdivision, combination,
consolidation or winding up is to take place and the date of participation
therein by the holders of the Common Stock and/or Preferred Stock, if any such
date is to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least 10 days prior to the record date
for determining holders of the Preferred Stock for purposes of such action, and
in the case of any such other action, at least 10 days prior to the date of the
taking of such proposed action or the date of participation therein by the
holders of the Common Stock and/or Preferred Stock, whichever shall be the
earlier.

     (b) In case any event described in Section 11(a)(ii) or Section 13 shall
occur then the Company shall as soon as practicable thereafter give to each
holder of a Right Certificate (or if occurring prior to the Distribution Date,
the holders of the Common Stock) in accordance with Section 26 hereof, a notice
of the occurrence of such event, which notice shall describe such event and the
consequences of such event to holders of Rights under Section 11(a)(ii) and
Section 13 hereof.

     Section 26. Notices. Notices or demands authorized by this Rights Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

          SBA Communications Corporation
          5900 Broken Sound Parkway NW
          Boca Raton, FL 33487
          Attention: General Counsel

Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Rights Agreement to be given or made by the Company or by the holder of
any Right Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

          EquiServe Trust Company, N.A.
          One North State Street
          11th Floor
          Chicago, IL 60602
          Attention:  Administration

                                      -30-
<PAGE>

Notices or demands authorized by this Rights Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.

     Section 27. Supplements and Amendments. Except as otherwise provided in
this Section 27, for so long as the Rights are then redeemable, the Company may
in its sole and absolute discretion, and the Rights Agent shall if the Company
so directs, supplement or amend any provision of this Rights Agreement in any
respect without the approval of any holders of the Rights. At any time when the
Rights are no longer redeemable, except as otherwise provided in this Section
27, the Company may, and the Rights Agent shall, if the Company so directs,
supplement or amend this Rights Agreement without the approval of any holders of
Rights in order to (i) cure any ambiguity, (ii) correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, (iii) shorten or lengthen any time period hereunder, or (iv)
change or supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable; provided, however, that no such supplement or
amendment shall adversely affect the interests of the holders of Rights as such
(other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person), and no such amendment may cause the Rights again to become redeemable
or cause this Rights Agreement again to become amendable other than in
accordance with this sentence. Notwithstanding anything contained in this Rights
Agreement to the contrary, no supplement or amendment shall be made which
decreases the Redemption Price. Upon the delivery of a certificate from an
appropriate officer of the Company which states that the supplement or amendment
is in compliance with the terms of this Section 27, the Rights Agent shall
execute such supplement or amendment; provided that any supplement or amendment
that does not amend Sections 18, 19, 20 or 21 hereof in a manner adverse to the
Rights Agent shall become effective immediately upon execution by the Company,
whether or not also executed by the Rights Agent.

     Section 28. Successors. All the covenants and provisions of this Rights
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

     Section 29. Benefits of this Rights Agreement. Nothing in this Rights
Agreement shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution Date, the Common Stock) any legal or equitable right, remedy or
claim under this Rights Agreement; but this Rights Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the
Common Stock).

     Section 30. Determinations and Actions by the Board of Directors. The Board
of Directors of the Company shall have the exclusive power and authority to
administer this Rights Agreement and to exercise the rights and powers
specifically granted to the Board of Directors of the Company or to the Company,
or as may be necessary or advisable in the administration of this Rights

                                      -31-
<PAGE>

Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Rights Agreement and (ii) make all determinations deemed
necessary or advisable for the administration of this Rights Agreement
(including, without limitation, a determination to redeem or not redeem the
Rights or to amend this Rights Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) that are done or made by the Board
of Directors of the Company in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights, as such,
and all other parties, and (y) not subject the Board of Directors to any
liability to the holders of the Rights.

     Section 31. Severability. If any term, provision, covenant or restriction
of this Rights Agreement or applicable to this Rights Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Rights Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term,
provision, covenant or restriction is held by such court or authority to be
invalid, void or unenforceable and the Board determines in its good faith
judgment that severing the invalid language from this Agreement would adversely
affect the purpose or effect of this Agreement, the right of redemption set
forth in Section 23 hereof shall be reinstated (with prompt notice to the Rights
Agent) and shall not expire until the close of business on the tenth Business
Day following the date of such determination by the Board. Without limiting the
foregoing, if any provision requiring a specific group of Directors of the
Company to act is held to by any court of competent jurisdiction or other
authority to be invalid, void or unenforceable, such determination shall then be
made by the Board in accordance with applicable law and the Company's Articles
of Incorporation and Bylaws.

     Section 32. Governing Law. This Rights Agreement and each Right Certificate
issued hereunder shall be deemed to be a contract made under the laws of the
State of Florida and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

     Section 33. Counterparts. This Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

     Section 34. Descriptive Headings. Descriptive headings of the several
Sections of this Rights Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.

                                      -32-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to
be duly executed and attested, all as of the day and year first above written.

                                  SBA COMMUNICATIONS CORPORATION

                                  By: /s/ Jeffrey A. Stoops
                                      ----------------------
                                  Name: /s/ Jeffrey A. Stoops
                                  Title:Chief Executive Officer and President

                                  EQUISERVE TRUST COMPANY, N.A.

                                  By: /s/ Tammie J. Marshall
                                      ----------------------
                                  Name: Tammie J. Marshall
                                  Title:Senior Account Manager
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------


                                      FORM
                                       OF
                             ARTICLES OF AMENDMENT
                                     TO THE
              ARTICLES OF INCORPORATION, AS AMENDED AND RESTATED,
                                       OF
                         SBA COMMUNICATIONS CORPORATION

                   TO CREATE A NEW SERIES OF PREFERRED STOCK
                                 DESIGNATED AS
                 SERIES E JUNIOR PARTICIPATING PREFERRED STOCK

 (Pursuant to Section 607.0602 of the Business Corporation Act of the State of
                                    Florida)

                              ___________________

     SBA Communications Corporation, a corporation organized and existing under
the Business Corporation Law of the State of Florida (hereinafter called the
"Company"), hereby certifies that the following resolution was duly adopted by
the Board of Directors of the Company as required by Section 607.0602 of the
Business Corporation Act of the State of Florida at a meeting duly called and
held on January 11, 2002:

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of the Company (hereinafter called the "Board of Directors" or the
"Board") in accordance with the provisions of the Company's Amended and Restated
Articles of Incorporation (hereinafter called the "Articles of Incorporation"),
the Board of Directors, hereby creates a series of Preferred Stock, par value
$0.01 per share (the "Preferred Stock"), of the Company and hereby states the
designation and number of shares, and fixes the relative rights, powers and
preferences thereof, and the limitations thereof, as follows:

     Section 1. Designation and Amount. The shares of such series shall be
designated as "Series E Junior Participating Preferred Stock" (the "Series E
Preferred Stock") and the number of shares constituting the Series E Preferred
Stock shall be 100,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series E Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Company convertible
into Series E Preferred Stock.

     Section 2. Dividends and Distributions

     (A) Subject to the rights of the holders of any shares of any series of
Preferred Stock of the Company (the "Preferred Stock") (or any similar stock)

                                      A-1
<PAGE>

ranking prior and superior to the Series E Preferred Stock with respect to
dividends, the holders of shares of Series E Preferred Stock, in preference to
the holders of Class A Common Stock, par value $0.01 per share, of the Company
(the "Class A Common Stock") and Class B Common Stock, par value $0.01 per
share, of the Company (the "Class B Common Stock", and, together with the Class
A Common Stock, the "Common Stock") and of any other stock of the Company
ranking junior to the Series E Preferred Stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the last day
of January, April, July, and October in each year (each such date being referred
to herein as a "Dividend Payment Date"), commencing on the first Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series E Preferred Stock (the "Issue Date"), in an amount per share (rounded to
the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision
for adjustment hereinafter set forth, 1,000 times the aggregate per share amount
of all cash dividends, and 1,000 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock, declared on the Common Stock since the
immediately preceding Dividend Payment Date or, with respect to the first
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series E Preferred Stock. In the event the Company shall at any time
after the Issue Date declare and pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series E Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B) The Company shall declare a dividend or distribution on the Series E
Preferred Stock as provided in paragraph (A) of this Section immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Dividend Payment Date and the next subsequent Dividend
Payment Date, a dividend of $1 per share on the Series E Preferred Stock shall
nevertheless be payable, when, as and if declared, on such subsequent Dividend
Payment Date.

     (C) Dividends shall begin to accrue and be cumulative, whether or not
earned or declared, on outstanding shares of Series E Preferred Stock from the
Dividend Payment Date next preceding the date of issue of such shares, unless
the date of issue of such shares is prior to the record date for the first
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series E Preferred Stock entitled to receive a quarterly
dividend and before such Dividend Payment Date, in either of which events such

                                      A-2
<PAGE>

dividends shall begin to accrue and be cumulative from such Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Series E Preferred Stock in an amount less than the total amount
of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series E Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

     Section 3. Voting Rights. The holders of shares of Series E Preferred Stock
shall have the following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth and
except as otherwise provided in the Articles of Incorporation or required by
law, each share of Series E Preferred Stock shall entitle the holder thereof to
1,000 votes on all matters upon which the holders of the Common Stock of the
Company are entitled to vote. In the event the Company shall at any time after
the Issue Date declare or pay any dividend on the Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the number of votes per share
to which holders of shares of Series E Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

     (B) Except as otherwise provided herein, in the Articles of Incorporation
or in any other Articles of Amendment to the Articles of Incorporation creating
a series of Preferred Stock or any similar stock, and except as otherwise
required by law, the holders of shares of Series E Preferred Stock and the
holders of shares of Common Stock and any other capital stock of the Company
having general voting rights shall vote together as one class on all matters
submitted to a vote of stockholders of the Company.

     (C) Except as set forth herein, or as otherwise provided by law, holders of
Series E Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate action.

     (D) If, at the time of any annual meeting of stockholders for the election
of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series E Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Company shall be increased by two. In addition to voting together with the
holders of Common Stock for the election of other directors of the Company, the
holders of record of the Series E Preferred Stock, voting separately as a class
to the exclusion of the holders of Common Stock shall be entitled at said
meeting of stockholders (and at each subsequent annual meeting of stockholders),

                                      A-3
<PAGE>

unless all dividends in arrears on the Series E Preferred Stock have been paid
or declared and set apart for payment prior thereto, to vote for the election of
two directors of the Company, the holders of any Series E Preferred Stock being
entitled to cast a number of votes per share of Series E Preferred Stock as is
specified in paragraph (A) of this Section 3. Each such additional director
shall serve until the next annual meeting of stockholders for the election of
directors, or until his successor shall be elected and shall qualify, or until
his right to hold such office terminates pursuant to the provisions of this
Section 3(D). Until the default in payments of all dividends which permitted the
election of said directors shall cease to exist, any director who shall have
been so elected pursuant to the provisions of this Section 3(D) may be removed
at any time, without cause, only by the affirmative vote of the holders of the
shares of Series E Preferred Stock at the time entitled to cast a majority of
the votes entitled to be cast for the election of any such director at a special
meeting of such holders called for that purpose, and any vacancy thereby created
may be filled by the vote of such holders. If and when such default shall cease
to exist, the holders of the Series E Preferred Stock shall be divested of the
foregoing special voting rights, subject to revesting in the event of each and
every subsequent like default in payments of dividends. Upon the termination of
the foregoing special voting rights, the terms of office of all persons who may
have been elected directors pursuant to said special voting rights shall
forthwith terminate, and the number of directors constituting the Board of
Directors shall be reduced by two. The voting rights granted by this Section
3(D) shall be in addition to any other voting rights granted to the holders of
the Series E Preferred Stock in this Section 3.

     Section 4. Certain Restrictions.


     (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series E Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not earned or declared, on shares of Series E Preferred Stock outstanding
shall have been paid in full, the Company shall not:

          (i) declare or pay dividends, or make any other distributions, on any
     shares of stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series E Preferred Stock;

          (ii) declare or pay dividends, or make any other distributions, on any
     shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series E Preferred Stock,
     except dividends paid ratably on the Series E Preferred Stock and all such
     parity stock on which dividends are payable or in arrears in proportion to
     the total amounts to which the holders of all such shares are then
     entitled;

          (iii) redeem or purchase or otherwise acquire for consideration shares
     of any stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series E Preferred Stock, provided that
     the Company may at any time redeem, purchase or otherwise acquire shares of
     any such junior stock in exchange for shares of any stock of the Company
     ranking junior (as to dividends and upon dissolution, liquidation or
     winding up) to the Series E Preferred Stock or rights, warrants or options
     to acquire such junior stock; or

                                      A-4
<PAGE>

          (iv) redeem or purchase or otherwise acquire for consideration any
     shares of Series E Preferred Stock, or any shares of stock ranking on a
     parity (either as to dividends or upon liquidation, dissolution or winding
     up) with the Series E Preferred Stock, except in accordance with a purchase
     offer made in writing or by publication (as determined by the Board of
     Directors) to all holders of such shares upon such terms as the Board of
     Directors, after consideration of the respective annual dividend rates and
     other relative rights and preferences of the respective series and classes,
     shall determine in good faith will result in fair and equitable treatment
     among the respective series or classes.

     (B) The Company shall not permit any subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company unless
the Company could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.

     Section 5. Reacquired Shares. Any shares of Series E Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
shall upon their retirement become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to any
conditions and restrictions on issuance set forth herein.

     Section 6. Liquidation, Dissolution or Winding Up. Subject to the rights of
holders of any shares of any series of Preferred Stock (or any similar stock)
ranking prior and superior to the Series E Preferred Stock with respect to
dividends, upon any liquidation, dissolution or winding up of the Company, no
distribution shall be made (A) to the holders of the Common Stock or of shares
of any other stock of the Company ranking junior, upon liquidation, dissolution
or winding up, to the Series E Preferred Stock unless, prior thereto, the
holders of shares of Series E Preferred Stock shall have received $1,000 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not earned or declared, to the date of such payment,
provided that the holders of shares of Series E Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to
be distributed per share to holders of shares of Common Stock, or (B) to the
holders of shares of stock ranking on a parity upon liquidation, dissolution or
winding up with the Series E Preferred Stock, except distributions made ratably
on the Series E Preferred Stock and all such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event, however, that there are
not sufficient assets available to permit payment in full of the Series E
Preferred Stock liquidation preference and the liquidation preferences of all
other classes and series of stock of the Company, if any, that rank on a parity
with the Series E Preferred Stock in respect thereof, then the assets available
for such distribution shall be distributed ratably to the holders of the Series
E Preferred Stock and the holders of such parity shares in the proportion to
their respective liquidation preferences. In the event the Company shall at any
time after the Issue Date declare or pay any dividend on the Common Stock

                                      A-5
<PAGE>

payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series E Preferred Stock were
entitled immediately prior to such event under the proviso in clause (A) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

     Neither the merger or consolidation of the Company into or with another
entity nor the merger or consolidation of any other entity into or with the
Company (nor the sale of all or substantially all of the assets of the Company)
shall be deemed to be a liquidation, dissolution or winding up of the Company
within the meaning of this Section 6.

     Section 7. Consolidation, Merger, etc. In case the Company shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock are converted into, exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series E Preferred Stock shall at the same time be similarly converted into,
exchanged for or changed into an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is converted,
exchanged or converted. In the event the Company shall at any time after the
Issue Date declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the conversion, exchange or change of shares
of Series E Preferred Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     Section 8. No Redemption. The shares of Series E Preferred Stock shall not
be redeemable from any holder.

     Section 9. Rank. The Series E Preferred Stock shall rank, with respect to
the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up of the Company, (1) junior to (i) the 4% Series A
Convertible Preferred Stock, par value $.01 per share, of the Company, (ii) the
4% Series B Redeemable Preferred Stock, par value $.01 per share, of the
Company, (iii) the 4% Series C Convertible Preferred Stock, par value $.01 per
share, of the Company, and (iv) the 4% Series D Redeemable Preferred Stock, par
value $.01 per share, of the Company, and (2) senior to all classes of the
Common Stock.

                                      A-6
<PAGE>

     Section 10. Amendment. If any proposed amendment to the Articles of
Incorporation (including this Articles of Amendment to the Articles of
Incorporation) would alter, change or repeal any of the preferences, powers or
special rights given to the Series E Preferred Stock so as to affect the Series
E Preferred Stock adversely, then the holders of the Series E Preferred Stock
shall be entitled to vote separately as a class upon such amendment, and the
affirmative vote of two-thirds of the outstanding shares of the Series E
Preferred Stock, voting separately as a class, shall be necessary for the
adoption thereof, in addition to such other vote as may be required by the
General Corporation Law of the State of Florida.

     Section 11. Fractional Shares. Series E Preferred Stock may be issued in
fractions of a share that shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series E Preferred Stock.

                                      A-7
<PAGE>

     IN WITNESS WHEREOF, this Articles of Amendment to the Articles of
Incorporation is executed on behalf of the Company by its ______________ and
attested by its Secretary this __th day of _________, 2002.

                              _____________________________
                              Name:
                              Title:

Attest:

______________________
Secretary

                                      A-8
<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                            FORM OF RIGHT CERTIFICATE

Certificate No. R- ____                                               ___ Rights

     NOT EXERCISABLE AFTER JANUARY [ ], 2012 OR EARLIER IF REDEMPTION OR
     EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT
     AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  UNDER
     CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED
     BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS
     DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL
     BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

                                Right Certificate

                         SBA COMMUNICATIONS CORPORATION

     This certifies that ___________ or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of January 11, 2002 as the same may be amended from time to
time (the "Rights Agreement"), between SBA Communications Corporation, a Florida
corporation (the "Company"), and EquiServe Trust Company, N.A. (the "Rights
Agent"), to purchase from the Company at any time after the Distribution Date
(as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New
York City time, on January 10, 2012 at the office or agency of the Rights Agent
designated for such purpose, or of its successor as Rights Agent, one one-
thousandth of a fully paid non-assessable share of Series E Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock"), of the
Company, at a purchase price of $[ ] per one one-thousandth of a share of
Preferred Stock (the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase duly executed. The
number of Rights evidenced by this Rights Certificate (and the number of one
one-thousandths of a share of Preferred Stock which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of January [ ], 2002, based on the Preferred
Stock as constituted at such date. As provided in the Rights Agreement, the
Purchase Price, the number of one one-thousandths of a share of Preferred Stock
(or other securities or property) which may be purchased upon the exercise of
the Rights and the number of Rights evidenced by this Right Certificate are
subject to modification and adjustment upon the happening of certain events.

     This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,

                                      B-1
<PAGE>

limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the principal executive offices of the
Company. The Company will mail to the holder of this Right Certificate a copy of
the Rights Agreement without charge after receipt of a written request therefor.

     This Right Certificate, with or without other Right Certificates, upon
surrender at the office or agency of the Rights Agent designated for such
purpose, may be exchanged for another Right Certificate or Right Certificates of
like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of shares of Preferred Stock as the Rights evidenced by the
Right Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate (i) may be redeemed by the Company at a redemption price of
$.01 per Right or (ii) may be exchanged in whole or in part for shares of
Preferred Stock or shares of the Company's Class A Common Stock.

     No fractional shares of Preferred Stock or Class A Common Stock will be
issued upon the exercise or exchange of any Right or Rights evidenced hereby
(other than fractions of Preferred Stock which are integral multiples of one
one-thousandth of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.

     No holder of this Right Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Preferred Stock
or of any other securities of the Company which may at any time be issuable on
the exercise or exchange hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement) or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
certificate shall have been exercised or exchanged as provided in the Rights
Agreement.

     This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

                                      B-2
<PAGE>

     WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal. Dated as of _____________ __, ____.

ATTEST:                                      SBA COMMUNICATIONS CORPORATION


By:  _________________________               By:  ______________________



Countersigned:


___________________________,
as Rights Agent



By: _________________________
    Authorized Signatory


                                      B-3
<PAGE>

                    Form of Reverse Side of Right Certificate

                               FORM OF ASSIGNMENT
                               ------------------

                (To be executed by the registered holder if such
                holder desires to transfer the Right Certificate)

          FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfer unto ___________________________



          ____________________________________________________________
                 (Please print name and address of transferee)


          ____________________________________________________________

Rights represented by this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
___________________ Attorney, to transfer said Rights on the books of the
within-named Company, with full power of substitution.

Dated: ______________, ____

                                             ______________________________
                                                        Signature

Signature Guaranteed:

     Signatures must be guaranteed by a bank, trust company, broker, dealer or
other eligible institution participating in a recognized signature guarantee
medallion program.

     The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by, were not acquired by the undersigned
from, and are not being sold, assigned or transferred to, an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement).

                                             ______________________________
                                                        Signature


                                      B-4
<PAGE>

             Form of Reverse Side of Right Certificate -- continued

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

                  (To be executed if holder desires to exercise
                  Rights represented by the Rights Certificate)

To the Rights Agent:

     The undersigned hereby irrevocably elects to exercise __________________
Rights represented by this Right Certificate to purchase the shares of Preferred
Stock (or other securities or property) issuable upon the exercise of such
Rights and requests that certificates for such shares of Preferred Stock (or
such other securities) be issued in the name of:


______________________________________________________________
               (Please print name and address)


______________________________________________________________

If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number:  ______________________________________


____________________________________________________________________
               (Please print name and address)


____________________________________________________________________


Dated:  ________________, ___
                                             ____________________________
                                                       Signature
                                            (Signature must conform to holder
                                             specified on Right Certificate)

Signature Guaranteed:

     Signatures must be guaranteed by a bank, trust company, broker, dealer or
other eligible institution participating in a recognized signature guarantee
medallion program.

     The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by, were not acquired by the undersigned
from, and are not being sold, assigned or transferred to, an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement).

                                             ______________________________
                                                        Signature

                                      B-5
<PAGE>

             Form of Reverse Side of Right Certificate -- continued



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

                                     NOTICE
                                     ------

     The signature in the Form of Assignment or Form of Election to Purchase, as
the case may be, must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

     In the event the certification set forth above in the Form of Assignment or
the Form of Election to Purchase, as the case may be, is not completed, such
Assignment or Election to Purchase will not be honored.


                             ______________________



                                      B-6
<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

     UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS
     OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON
     (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL
     BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.

                          SUMMARY OF RIGHTS TO PURCHASE
                            Shares of Preferred Stock

     On January 11, 2002 the Board of Directors of SBA Communications
Corporation, a Florida corporation (the "Company"), declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of Class A
Common Stock, par value $0.01 per share, of the Company (the "Class A Common
Stock") and Class B Common Stock, par value $0.01 per share, of the Company (the
"Class B Common Stock", and, together with the Class A Common Stock, the "Common
Stock"). The dividend is payable on January 25, 2002 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one one-thousandth of a share of Series E Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred Stock"),
of the Company at a price of $70.00 per one one-thousandth of a share of
Preferred Stock (as the same may be adjusted, the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of January 11, 2002 (as the same may be amended from time to time, the
"Rights Agreement"), between the Company and EquiServe Trust Company, N.A., a
federally chartered trust company, as Rights Agent (the "Rights Agent").

     Until the close of business on the earlier of (i) 10 days following a
public announcement that a person (other than an Exempt Person (as defined
below)) or group of affiliated or associated persons (an "Acquiring Person") has
acquired beneficial ownership of 15% or more of the shares of Common Stock then
outstanding or (ii) 10 business days following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person
(other than an Exempt Person) or group of 15% or more of the shares of Common
Stock then outstanding (including, in the case of both clause (i) and (ii), any
such date which is after the date of this Rights Agreement and prior to the
issuance of the Rights) (the earlier of such dates being herein referred to as
the "Distribution Date"), the Rights will be evidenced by the shares of Common
Stock represented by certificates for Common Stock or shares of Common Stock
represented by ownership statement issued with respect to uncertificated shares
of Common Stock ("Ownership Statements") outstanding as of the Record Date, by
such Common Stock certificate or Ownership Statement together with a copy of the
summary of rights disseminated in connection with the original dividend of
Rights.

     "Exempt Person" shall mean the Company, any subsidiary of the Company (in
each case including, without limitation, in its fiduciary capacity), any
employee benefit plan of the Company or of any subsidiary of the Company, or any
entity or trustee holding Common Stock for or pursuant to the terms of any such
plan or for the purpose of funding any such plan or funding other employee
benefits for employees of the Company or of any subsidiary of the Company.

                                       C-1
<PAGE>

     The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferable only in
connection with the transfer of Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for shares of Common Stock, or the transfer of any shares of
Common Stock represented by an Ownership Statement, outstanding as of the Record
Date, even without a notation incorporating the Rights Agreement by reference or
a copy of this Summary of Rights, will also constitute the transfer of the
Rights associated with the shares of Common Stock represented by such
certificate or Ownership Statement. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.

     The Rights are not exercisable until the Distribution Date. The Rights will
expire on January 10, 2012 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

     The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).

     The Rights are also subject to adjustment in the event of a stock dividend
on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.

     Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of the greater of
(a) $1 per share and (b) an amount equal to 1,000 times the dividend declared
per share of Common Stock. In the event of liquidation, dissolution or winding
up of the Company, the holders of the Preferred Stock will be entitled to a
minimum preferential liquidation payment of $1,000 per share (plus any accrued
but unpaid dividends) but will be entitled to an aggregate 1,000 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
1,000 votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.

     Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Class A Common Stock.

                                      C-2
<PAGE>

     In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right and payment
of the Purchase Price, that number of shares of Common Stock having a market
value of two times the Purchase Price.

     In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive, upon the exercise thereof at the then-
current exercise price of the Right, that number of shares of common stock of
the person with whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such transaction will have a
market value of two times the Purchase Price.

     At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock or the occurrence of an event described in the prior
paragraph, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Class A Common Stock, or a
fractional share of Preferred Stock (or of a share of a similar class or series
of the Company's preferred stock having similar rights, preferences and
privileges) of equivalent value, per Right (subject to adjustment).

     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.

     At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.

     For so long as the Rights are then redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights Agreement in any manner. After
the Rights are no longer redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.

                                      C-3
<PAGE>

     Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.

     A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
January __, 2002. A copy of the Rights Agreement is available free of charge
from the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
as the same may be amended from time to time, which is hereby incorporated
herein by reference.


                                      C-4