EX-4.24.A



 Exhibit 4.24.A 

SBA COMMUNICATIONS CORPORATION 

and 
 U.S. BANK NATIONAL ASSOCIATION

 as Trustee 
  

 
 SUPPLEMENTAL
INDENTURE 
 Dated as of January 13, 2017 

TO THE INDENTURE 
 Dated as of
July 1, 2014 
 $750,000,000 AGGREGATE PRINCIPAL AMOUNT 

OF 
 4.875% SENIOR NOTES DUE 2022








 TABLE OF CONTENTS 

 

					
	 	  	 	  	Page
	ARTICLE 1
	
	DEFINITIONS
	Section 1.01	  	Definitions	  	1
	
	ARTICLE 2
	
	ASSUMPTION
	Section 2.01	  	Assumption of Obligations	  	1
	Section 2.02	  	Effect of Supplemental Indenture	  	2
	
	ARTICLE 3
	
	MISCELLANEOUS
	Section 3.01	  	Trust Indenture Act Controls	  	2
	Section 3.02	  	Governing Law	  	2
	Section 3.03	  	Ratification of Indenture; No Adverse Interpretation of Other Agreements	  	2
	Section 3.04	  	Severability	  	2
	Section 3.05	  	Counterpart Originals	  	2
	Section 3.06	  	Table of Contents, Headings, etc.	  	2
	Section 3.07	  	Effectiveness	  	2
	Section 3.08	  	Trustee’s Disclaimer	  	2








 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 13, 2017, among
SBA Communications REIT Corporation, a Florida corporation (the “Company” or the “Surviving Company”), SBA Communications Corporation, a Florida corporation (the “Predecessor Company”), and U.S.
Bank National Association, as trustee (the “Trustee”), to the Indenture, dated as of July 1, 2014 (the “Indenture”), between the Predecessor Company and the Trustee. 

WHEREAS, the Predecessor Company has executed and delivered to the Trustee the Indenture providing for the issuance of the 4.875% Senior Notes
due 2022 (the “Notes”); 
 WHEREAS, the Predecessor Company and the Company entered into an Agreement and Plan of Merger,
dated as of November 10, 2016 (the “Merger Agreement”), providing for the merger of the Predecessor Company with and into the Company (the “Merger”), with the Company as the entity surviving the Merger; 

WHEREAS, Section 5.01 of the Indenture provides that the Predecessor Company shall not consolidate or merge with or into another
corporation, Person or entity, unless the entity or the Person formed by or surviving any such consolidation or merger (if other than the Predecessor Company) assumes all the obligations of the Predecessor Company under the Notes and the Indenture
pursuant to a supplemental indenture; 
 WHEREAS, the Merger complies with the other provisions of Section 5.01 of the Indenture; 

WHEREAS, Section 9.01(c) of the Indenture permits the Predecessor Company and the Trustee to amend or supplement the Indenture or the
Notes without the consent of any Holder of the Notes to provide for the assumption of the Predecessor Company’s obligations to Holders of Notes in the case of a merger or consolidation; 

WHEREAS, effective as of 11:59 p.m. on January 13, 2017 (the “Effective Time”), the Predecessor Company will merge with
the Company pursuant to the terms of the Merger Agreement, and the Company will be the entity surviving the Merger and will be renamed “SBA Communications Corporation” at the Effective Time; and 

WHEREAS, the Company and the Predecessor Company have requested that the Trustee execute and deliver this Supplemental Indenture, and all
requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized
in all respects. 
 NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 ARTICLE 1

 DEFINITIONS 

Section 1.01 Definitions. All defined terms used herein and not defined herein shall have the meaning ascribed to such terms in
the Indenture. Additional terms are defined in the body of this Supplemental Indenture. In the event that any term or provision contained herein shall conflict with any term or provision contained in the Indenture, the terms and provisions of this
Supplemental Indenture shall govern. 
 ARTICLE 2 

ASSUMPTION 

Section 2.01 Assumption of Obligations. Effective as of the Effective Time, the Company, as the entity surviving the Merger, shall
assume by this Supplemental Indenture all the obligations of the Predecessor Company under the Notes and the Indenture. 

  
 1 








 Section 2.02 Effect of Supplemental Indenture. Effective as of the Effective Time,
the Company shall succeed to, and be substituted for (so that from and after the Effective Time, the provisions of the Indenture referring to the “Company” shall refer instead to the Surviving Company and not to the Predecessor Company),
and may exercise every right and power of the Predecessor Company under the Indenture with the same effect as if the Surviving Company had been named as the Company therein. 

ARTICLE 3 

MISCELLANEOUS 

Section 3.01 Trust Indenture Act Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with the
duties imposed by TIA § 318(c), the imposed duties shall control. 
 Section 3.02 Governing Law. THE INTERNAL LAW OF THE
STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. 
 Section 3.03 Ratification of Indenture; No Adverse Interpretation of Other Agreements. The Indenture, as
supplemented by this Supplemental Indenture, is in all respects ratified and confirmed. This Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company, the Predecessor Company or their respective
Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture. 

Section 3.04 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 3.05
Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all
purposes. 
 Section 3.06 Table of Contents, Headings, etc. The Table of Contents and Headings of the Articles and Sections of
this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 3.07 Effectiveness. The provisions of Article 2 of this Supplemental Indenture shall become operative and effective upon
the Effective Time. 
 Section 3.08 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Supplemental Indenture and shall not be responsible for any statement in the recitals of this Supplemental Indenture. 

[signatures appear on following page] 

  
 2 








 IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of
January 13, 2017. 
  

			
	SBA COMMUNICATIONS REIT CORPORATION
		
	By:	 	/s/ Brendan T. Cavanagh
	Name:	 	Brendan T. Cavanagh
	Title:	 	Executive Vice President and Chief Financial Officer
	
	SBA COMMUNICATIONS CORPORATION
		
	By:	 	/s/ Brendan T. Cavanagh
	Name:	 	Brendan T. Cavanagh
	Title:	 	Executive Vice President and Chief Financial Officer
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Michael C. Daly
	Name:	 	Michael C. Daly
	Title:	 	Vice President


 [Signature Page to Supplemental Indenture for 4.875% Notes due 2022]