SECOND AMENDMENT

EXHIBIT 10.34

EXECUTION COPY

SECOND AMENDMENT

                              SECOND AMENDMENT, dated as of August 5, 2002 (this “Amendment”), to the CREDIT AGREEMENT, dated as of June 15, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SBA COMMUNICATIONS CORPORATION, a Florida corporation (“Holdings”), SBA TELECOMMUNICATIONS, INC., a Florida corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN BROTHERS INC. and BARCLAYS CAPITAL, as joint advisors and joint lead arrangers and bookrunners, BARCLAYS BANK PLC, as syndication agent and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

                              WHEREAS, Holdings and the Borrower have requested that certain provisions of the Credit Agreement be amended upon the terms and subject to the conditions set forth herein; and

                              WHEREAS, the Lenders have agreed to such amendments upon the terms and subject to the conditions set forth herein;

                              NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and in the Credit Agreement, the parties hereto hereby agree as follows:

                              1.          Defined Terms. Unless otherwise defined herein, terms used herein and defined in the Credit Agreement are used herein as therein defined.

                              2.          Amendment to Section 7.1 (Financial Condition Covenants).  Paragraphs (a), (b), (d), (e) and (f) of Section 7.1 are hereby amended to read in their entirety as follows:

                         3.         Amendment to Section 7.4 (Limitation on Fundamental Changes).  Section 7.4 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (b) thereof, (ii) deleting the period at the end of clause (c) thereof and replacing such period with a semicolon followed by the word “and”, and (iii) adding the following new clause (d) at the end of clause (c) thereof:

                         4.         Amendment to Section 7.5 (Limitation on Disposition of Property).  Section 7.5 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (f) thereof, (ii) deleting the period at the end of clause (g) thereof and replacing such period with “; and” and (ii) adding the following new clause (h) after clause (g) thereof:

                         5.         Amendment to Pricing Grid.  The Pricing Grid is hereby amended to increase each of the interest rate margins set forth therein by 0.25%.

                      (a)          Conditions to Effectiveness.  This Amendment shall become effective on the date the Administrative Agent shall have received: (a) an executed counterpart of this Amendment duly executed and delivered by Holdings and the Borrower, (b) executed Consent Letters in the form attached hereto from the Required Lenders consenting to the execution of this Amendment by the Administrative Agent, (c) an Acknowledgement and Consent in the form attached hereto as Exhibit A duly executed and delivered by each Guarantor and (d) for the account of each Lender that executes and delivers to the Administrative Agent a Consent Letter at or prior to 5:00 p.m., New York City time, on August 5, 2002, a consent fee equal to 0.375% of the Aggregate Exposure of such Lender.

                         6.         Representations and Warranties.  As of the date hereof and after giving effect to the amendments contained herein, Holdings and the Borrower hereby jointly and severally confirm, reaffirm and restate the representations and warranties made by them in Section 4 of the Credit Agreement, except to the extent any of such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be deemed true and correct on and as of such earlier date; provided, that each reference

therein to the Credit Agreement shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment.

                         7.         Payment of Expenses.  Holdings and the Borrower jointly and severally agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

                        8.         Continuing Effect.  Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect.  The amendments and acknowledgement contained herein shall not be construed to as an amendment or waiver of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of Holdings or the Borrower that would require the waiver or consent of the Administrative Agent or the Lenders.

                         9.          Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Any executed counterpart delivered by facsimile transmission shall be effective as for all purposes hereof.

                         10.       GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                              IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.