SBAC » Topics » RECITALS

This excerpt taken from the SBAC 8-K filed Dec 8, 2006.

RECITALS

WHEREAS, Seller owns all of the issued and outstanding shares of common stock, par value $0.01 per share, of Company (the “Common Stock”); and

WHEREAS, pursuant to the terms and conditions set forth in the Stock Purchase Agreement, dated as of March 17, 2006 (the “Stock Purchase Agreement”), Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and acquire from Seller, all of the 5,634,458.7076 shares of Common Stock owned by Seller; and

WHEREAS, the Stock Purchase Agreement provides that the Escrow Amount will be held in escrow by the Escrow Agent to provide the source of payment for certain payment obligations of Seller that may exist pursuant to Section 2.4(c)(i) and Article VII of the Stock Purchase Agreement.

This excerpt taken from the SBAC 10-Q filed May 10, 2006.

RECITALS

WHEREAS, the Board of Directors of the Company deems it advisable and in the best interests of the Company to waive the application of the Rights Agreement, dated January 11, 2002, between the Company and the Rights Agent (the “Agreement”) with respect to the issuance of the shares of Class A common stock of the Company pursuant to the Stock Purchase Agreement dated as of March 17, 2006 by and among AAT Holdings, LLC II, AAT Communications Corp., AAT Acquisition LLC and the Company; and

WHEREAS, the Company desires to amend the Agreement in accordance with the terms of this First Amendment.

NOW, THEREFORE, the Agreement is hereby amended in the following respects:

1. Incorporation of Terms and Definitions. Unless otherwise defined herein, all terms used in this First Amendment shall have the meaning ascribed to such terms in the Agreement and all references hereafter made to the Agreement shall include the amendments and modifications effected pursuant to the terms of this First Amendment.

2. Amendment. The Agreement is hereby amended as follows:

The definition of “Exempt Person” set forth in Section 1 of the Agreement is hereby amended and restated in its entirety to read as follows:

“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, 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, AAT Holdings, LLC but only with respect to the shares of Common Stock issued to it by the Company in connection with the Stock Purchase Agreement, dated as of March 17, 2006, entered into among the Company, AAT Acquisition LLC, AAT Communications Corp. and AAT Holdings, LLC II and Charterhouse Equity Partners III, L.P. together with its affiliated entities but only with respect to the shares of Common Stock distributed to it by AAT Holdings, LLC.”

3. Full Force and Effect. Except as specifically modified hereby, the Agreement remains in full force and effect.

4. Counterparts. This First Amendment may be executed in any number of counterparts and all the counterparts taken together shall be deemed to constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered as of the day and year first above written.

 

SBA COMMUNICATIONS CORPORATION
By:   /s/ Thomas P. Hunt
  Name:   Thomas P. Hunt
  Title:   Senior Vice President and General Counsel

 

COMPUTERSHARE TRUST COMPANY, N.A.
By:   /s/ Tammie J. Marshall
  Name:   Tammie J. Marshall
  Title:   Senior Account Manager
This excerpt taken from the SBAC 8-K filed Mar 21, 2006.

RECITALS

WHEREAS, Seller owns all of the issued and outstanding shares of common stock, par value $0.01 per share, of Company (the “Common Stock”); and

WHEREAS, pursuant to the terms and conditions set forth in the Stock Purchase Agreement, dated as of March 17, 2006 (the “Stock Purchase Agreement”), Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and acquire from Seller, all of the 5,634,458.7076 shares of Common Stock owned by Seller; and

WHEREAS, the Stock Purchase Agreement provides that the Escrow Amount will be held in escrow by the Escrow Agent to provide the source of payment for certain payment obligations of Seller that may exist pursuant to Section 2.4(c)(i) and Article VII of the Stock Purchase Agreement.

This excerpt taken from the SBAC 10-K filed Mar 10, 2006.

RECITALS

WHEREAS, SBA Senior Finance, Inc. (SBA Finance) entered into that certain Credit Agreement with Lehman Brothers Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners, General Electric Capital Corporation, as co-lead arranger and co-syndication agent, TD Securities (USA) Inc., as documentation agent, and Lehman Commercial Paper Inc., as administrative agent, and the lenders set forth therein (collectively, the Existing Lenders), dated as of January 30, 2004 (as amended through the date hereof, the Existing Credit Agreement), pursuant to the terms of which the Existing Lenders advanced certain funds (the Existing Indebtedness) to SBA Finance;

WHEREAS, SBA Communications Corporation, SBA Telecommunications Inc., SBA Finance and certain of its subsidiaries entered into that certain Amended and Restated Guarantee and Collateral Agreement, dated January 30, 2004 (theExisting Guaranty”), in favor of Lehman Commercial Paper, Inc., as administrative agent under the Existing Credit Agreement;

WHEREAS, the Initial Borrower has (i) assumed the rights and obligations of SBA Finance under the Existing Credit Agreement and of SBA Towers, Inc. (SBA Tower) and Tampa Towers, Inc. (Tampa Towers) under the Existing Guaranty, in each case pursuant to an Assignment and Acceptance Agreement (the Assumption Agreement) dated as of November 18, 2005, among Lender, Initial Borrower, SBA Finance, SBA Towers and Tampa Towers and (ii) delivered mortgages, deeds of trust, and/or deeds to secure debt as additional security for the obligations under the Existing Credit Agreement;

WHEREAS, Lender has (i) succeeded to the rights and obligations of the Existing Lenders under the Existing Credit Agreement and the rights and obligations of SBA Towers and Tampa Towers under the Existing Guaranty, and (ii) has become the Administrative Agent and the sole lender thereunder, all pursuant to the terms of the Existing Credit Agreement (for the avoidance of doubt, there shall be no Administrative Agent under this Loan Agreement);

WHEREAS, the Initial Borrower and the Lender have agreed to (i) modify the terms and conditions of the Existing Indebtedness and the Existing Guaranty and (ii) provide for


an additional advance in an amount (the Increased Indebtedness”) such that the Principal Amount of the Loan outstanding as of the Closing Date will be $405,000,000 pursuant to the terms hereof;

WHEREAS, to secure the additional obligations under the Increased Indebtedness, the Initial Borrower has agreed to deliver certain additional collateral to Lender pursuant to the terms hereof;

WHEREAS, the Borrower and the Lender have agreed to treat each Component as a separate loan for U.S. federal income tax purposes;

WHEREAS, the Borrowers and Lender intend these recitals to be a material part of this Loan Agreement; and

WHEREAS, all things necessary to make this Loan Agreement the valid and legally binding obligation of the Borrowers in accordance with its terms, for the uses and purposes herein set forth, have been done and performed.

NOW, THEREFORE, to evidence and secure the payment of the principal of, Yield Maintenance (if any) and interest on the indebtedness under the Existing Credit Agreement, the Increased Indebtedness and any Loan Increase and all other obligations, liabilities or sums due or to become due pursuant to the Loan Documents, the Initial Borrower and Lender have executed and delivered this Loan Agreement and the Initial Borrower and Lender by these presents and by the execution and delivery hereof do hereby irrevocably agree as follows:

The terms, covenants and provisions of the Existing Credit Agreement as herein modified, amended and restated are hereby modified, ratified and confirmed in all respects by the Initial Borrower and the terms, covenants and provisions of the Existing Credit Agreement are hereby modified, amended and restated so that henceforth, the terms, covenants and provisions of this Loan Agreement shall supersede the terms, covenants and provisions of the Existing Credit Agreement and the terms, covenants and provisions of the Existing Credit Agreement shall read the same as the following text:

NOW, THEREFORE, in consideration of the premises and the representations, warranties, agreements, provisions and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Initial Borrower and Lender agree as follows:

 

-2-


Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki