SBA COMMUNICATIONS CORPORATION,
SBA TELECOMMUNICATIONS, INC.
U.S. BANK NATIONAL ASSOCIATION,
Dated as of March 31, 2006
9 3/4% Senior Discount Notes
Supplementing the Indenture dated as ofDecember 19, 2003 among SBA Communications Corporation, SBA Telecommunications, Inc. and U.S. Bank National Association, as Trustee.
THIS (this Supplemental Indenture), dated as ofMarch 31, 2006, among SBA Communications Corporation, a Florida corporation (SBA Communications), SBA Telecommunications, Inc., a Florida corporation (SBA Telecommunications, and together with SBA Communications, theIssuers) and U.S. Bank National Association, a national banking association, as trustee (the Trustee), under the Indenture dated as of December 19, 2003 among the Issuers and the Trustee (theIndenture). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture.
W I T N E S S E T H:
WHEREAS, the Issuers have issued their 9 3/4% Senior Discount Notes due 2011 (theNotes) pursuant to the Indenture;
WHEREAS, there is currently outstanding under the Indenture$261,316,000 aggregate principal amount at maturity of Notes;
WHEREAS, the Issuers have made an offer to Holders of the Notes topurchase for cash any and all of the outstanding Notes, as more particularly described in the Issuers Offer to Purchase and Consent Solicitation Statement dated March 20, 2006 and the accompanying Consent and Letter of Transmittal (whichtogether constitute, as the same may be amended, supplemented or modified, the Offer);
WHEREAS, in connectionwith the Offer, the Issuers have requested that Holders of the Notes deliver their consents (the Consent Solicitation) with respect to the amendments to certain provisions of the Indenture set forth herein (the ProposedAmendments);
WHEREAS, Section 9.02 of the Indenture provides that, subject to certain restrictions, with the consentof the Holders of at least a majority of the aggregate principal amount at maturity of the Notes then outstanding voting as a single class, the Issuers, when authorized by a resolution of the Board of Directors of each of the Issuers, and theTrustee may, from time to time and at any time, enter into an indenture or indentures supplemental to the Indenture for the purpose of amending or supplementing the Indenture;
WHEREAS, the Holders of not less than a majority of the aggregate principal amount at maturity of the Notes outstanding have duly consented to theProposed Amendments in accordance with Section 9.02 of the Indenture (the Consents);
WHEREAS, in accordancewith Section 9.02 of the Indenture, the Issuers have heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) a copy of the resolutions of each of the Board of Directors of the Issuers authorizing the execution,delivery and performance of this Supplemental Indenture, and (ii) the Consents;
WHEREAS, all conditions necessary to authorizethe execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture valid and binding have been complied with or have been done or performed; and
NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of theIndenture which, absent this Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows.
SECTION 1.01. Deletion of Certain Provisions.
(a) Subject to Section 2.01 hereof, the Indenture is hereby amended to delete the following sections in their entirety and, in the case of each such section, insert in lieu thereof the phrase IntentionallyOmitted, and any and all references to such sections and any and all obligations thereunder are hereby deleted throughout the Indenture, and such sections and references shall be of no further force or effect:
|||Section 3.09 (Offer to Purchase by Application of Excess Proceeds);|
|||Section 4.03 (Reports);|
|||Section 4.05 (Taxes);|
|||Section 4.06 (Stay, Extension and Usury Laws);|
|||Section 4.07 (Limitation on Restricted Payments);|
|||Section 4.08 (Limitation on Dividends and Other Distributions from Restricted Subsidiaries);|
|||Section 4.09 (Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock);|
|||Section 4.10 (Limitation on Asset Sales);|
|||Section 4.11 (Limitation on Transactions with Affiliates);|
|||Section 4.12 (Limitation on Liens);|
|||Section 4.13 (Limitation on Business Activities);|
|||Section 4.15 (Offer to Repurchase upon Change of Control);|
|||Section 4.16 (Limitation on Sale and Leaseback Transactions);|
|||Section 4.17 (Future Subsidiary Guarantors);|
|||Section 5.01(iv) (Merger, Consolidation or Sale of Assets); and|
|||Section 6.01(c) through 6.01(f) (Events of Default).|
(b) All definitions in the Indenture which are used exclusively in the sections and clauses deletedpursuant to Section 1.01(a) of this Supplemental Indenture are hereby deleted.
(c) The definition of any defined term used in theIndenture, where such definition is set forth in any of the sections or subsections that are eliminated by this Supplemental Indenture and the term it defines is still used in the Indenture after the amendments hereby become effective, shall bedeemed to become part of, and defined in, Section 1.01 of the Indenture. Such defined terms are to be in alphanumeric order within Section 1.01 of the Indenture.
SECTION 2.01. Effectiveness; Operativeness.
(a) This Supplemental Indenture will become effective and binding upon the Issuers, the Trustee and the Holders as of the day and year first above written; and
(b) Article I of this Supplemental Indenture will become operative on the date Notes are accepted for payment pursuant to the Offer. Notwithstandingthe foregoing, if the Offer and Consent Solicitation are terminated or withdrawn, and the Notes are not accepted for payment pursuant to the Offer for any reason, Article I of this Supplemental Indenture will not become operative.
SECTION 2.02. Reference to and Effect on the Indenture.
(a) On and after the effective date of this Supplemental Indenture, each reference in the Indenture to this Indenture, hereunder, hereof, or herein shall mean and be areference to the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires.
(b) Except asspecifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.
SECTION 2.03.Governing Law.
This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of NewYork.
SECTION 2.04. Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision of this Supplemental Indenture or the Indenture thatis required to be included by the Trust Indenture Act of 1939, as amended (the Act), as in force at the date this Supplemental Indenture is executed, the provision required by said Act shall control.
SECTION 2.05. Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiencyof this Supplemental Indenture.
SECTION 2.06. Counterparts and Method of Execution.
This Supplemental Indenture may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties hereto,notwithstanding that all the parties have not signed the same counterpart.
SECTION 2.07. Titles.
Section titles are for descriptive purposes only and shall not control or alter the meaning of this Supplemental Indenture as set forth in the text.
[Signatures on Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be dulyexecuted all as of the date first written above.
|SBA COMMUNICATIONS CORPORATION|
|Name:||Thomas P. Hunt|
|Title:||Sr. Vice President and General Counsel|
|SBA TELECOMMUNICATIONS, INC.|
|Name:||Thomas P. Hunt|
|Title:||Sr. Vice President and General Counsel|
|U.S. BANK NATIONAL ASSOCIATION, as Trustee|
Signature Page to First Supplemental Indenture