SBAC » Topics » MISCELLANEOUS

These excerpts taken from the SBAC 8-K filed Apr 28, 2006.

MISCELLANEOUS

SECTION 2.01. Effectiveness; Operativeness.

(a) This Supplemental Indenture will become effective and binding upon the Company, 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. Notwithstanding the foregoing, if the Offer and Consent Solicitation are terminated or withdrawn, and the Notes are not accepted for payment pursuant to the Offer for any reason, Article I of this Supplemental Indenture will not become operative.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 a reference to the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires.

(b) Except as specifically 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 New York.

 

3


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 that is 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 Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of 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]

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed all as of the date first written above.

 

SBA COMMUNICATIONS CORPORATION
By:  

/s/ Thomas P. Hunt

Name:   Thomas P. Hunt
Title:   Sr. Vice President and General Counsel

 

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Susan Freedman

Name:   Susan Freedman
Title:   Vice President

Signature Page to First Supplemental Indenture

MISCELLANEOUS

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. Notwithstanding the 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 a reference to the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires.

(b) Except as specifically 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 New York.

 

3


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 that is 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 sufficiency of 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]

 

4


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed all as of the date first written above.

 

SBA COMMUNICATIONS CORPORATION
By:  

/s/ Thomas P. Hunt

Name:   Thomas P. Hunt
Title:   Sr. Vice President and General Counsel
SBA TELECOMMUNICATIONS, INC.
By:  

/s/ Thomas P. Hunt

Name:   Thomas P. Hunt
Title:   Sr. Vice President and General Counsel

 

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Susan Freedman

Name:   Susan Freedman
Title:   Vice President

Signature Page to First Supplemental Indenture

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Apr 28, 2006
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