This FIRST SUPPLEMENTAL INDENTURE (this First Supplemental Indenture), dated as of May 26, 2020, among SBA COMMUNICATIONS CORPORATION, a Florida corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the Trustee).
WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of February 4, 2020 (the Indenture), providing for the issuance on such date by the Company of $1,000,000,000 aggregate principal amount of the Companys 3.875% Senior Notes due 2027 (the Initial Notes);
WHEREAS, Section 2.13 of the Indenture provides, among other things, that the Company may issue, from time to time, in accordance with the provisions of the Indenture, Additional Notes;
WHEREAS, the Company has entered into that certain Purchase Agreement, dated as of May 19, 2020, among the Company and Citigroup Global Markets Inc., as representative of the initial purchasers identified therein, pursuant to which, among other things, on the date hereof, the Company is issuing $500,000,000 of 3.875% Senior Notes due 2027 as Additional Notes (the May 2020 Additional Notes) as permitted by Section 2.13 of the Indenture;
WHEREAS, the May 2020 Additional Notes will have identical terms and conditions as the Initial Notes, other than issue date and issue price;
WHEREAS, the Company intends by this First Supplemental Indenture to create and provide for the issuance of the May 2020 Additional Notes as Additional Notes under the Indenture;
WHEREAS, pursuant to Section 2.02 of the Indenture, the Company and the Trustee are authorized to execute and deliver this First Supplemental Indenture to provide for the issuance of the May 2020 Additional Notes under the Indenture without notice to or consent of any Holder; and
WHEREAS, all things necessary to make the May 2020 Additional Notes, when executed by the Company and authenticated and delivered by the Trustee, issued upon the terms and subject to the conditions set forth hereinafter and in the Indenture and delivered as provided in the Indenture against payment therefor, valid, binding and legal obligations of the Company according to their terms, and all actions required to be taken by the Company under the Indenture to make this First Supplemental Indenture a valid, binding and legal agreement of the Company, have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
(a) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.
(b) For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words herein, hereof and hereby and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.
(c) For all purposes of this First Supplemental Indenture and the May 2020 Additional Notes created hereby, references to the Registration Rights Agreement in the Indenture or the May 2020 Additional Notes shall be