Purchase Agreement



 Exhibit 10.81 
 SBA TELECOMMUNICATIONS, INC. 
 $375,000,000 8.000% Senior Notes due 2016 
 $375,000,000 8.250% Senior Notes due 2019 
 Purchase Agreement 
 July 21, 2009 
 Barclays Capital Inc. 
 Deutsche Bank Securities Inc. 
 J.P. Morgan Securities Inc. 
 As Representatives of the several 
 Initial Purchasers listed on 
 Schedule 1 hereto 
 c/o Barclays Capital Inc. 
 745 Seventh Avenue 
 New York, New York 10019 
 Ladies and Gentlemen: 
 SBA Telecommunications, Inc., a Florida corporation (the “Company”), and a wholly owned subsidiary of SBA Communications Corporation, a
Florida corporation (the “Parent”), proposes to issue and sell to the several initial purchasers listed on Schedule 1 hereto (collectively, the “Initial Purchasers”), for whom you are acting as representatives (the
“Representatives”), $375,000,000 principal amount of its 8.000% Senior Notes due 2016 (the “2016 Notes”) and $375,000,000 principal amount of its 8.250% Senior Notes due 2019 (the “2019 Notes” and together with
the 2016 Notes, the “Securities”). The Securities will be issued pursuant to the Indenture, to be dated as of the Closing Date (as defined in Section 2(c)) (as the same may be amended, supplemented, waived or otherwise modified
from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Parent and U.S. Bank National Association, as trustee (the “Trustee”) and will be guaranteed on an unsecured senior
basis by the Parent (the “Parent Guarantee”). 
 The Securities will be offered and sold to the Initial Purchasers without
being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. 
 Holders of the Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated the Closing Date (as defined in Section 2(c)) and
substantially in the form attached 








 
hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company and the Parent will agree to file a registration
statement with the Securities and Exchange Commission (the “Commission”) relating to an offer to exchange the Securities for an issue of securities registered with the SEC, which we refer to as the Exchange Securities, with terms
identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate) or alternatively under certain circumstances will agree to file a shelf registration
statement with the Commission relating to resales of the Securities. 
 The Company hereby confirms its agreement with the Initial Purchasers
concerning the purchase and sale of the Securities, as follows: 
 1. Offering Memorandum. The Company and the Parent have prepared a
preliminary offering memorandum, dated July 20, 2009 (the “Preliminary Offering Memorandum”), and will prepare an offering memorandum, dated the date hereof (the “Final Offering Memorandum”), setting forth
information concerning the Company, the Parent, the Securities and the Parent Guarantee. Copies of the Preliminary Offering Memorandum have been, and copies of the Final Offering Memorandum will be, delivered by the Company and the Parent to the
Initial Purchasers pursuant to the terms of this Agreement. The Company and the Parent hereby confirm that they have authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Final
Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this Agreement. 
 Capitalized terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum. References herein to the Preliminary Offering Memorandum, the Time of Sale Information
and the Final Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein. 
 At or prior to
the time when sales of the Securities were first made or confirmed by the Initial Purchasers (the “Time of Sale”), the following information shall have been prepared (collectively, the “Time of Sale Information”):
the Preliminary Offering Memorandum, as supplemented and amended by the written communications listed on Annex A hereto. 
 2. Purchase and
Resale of the Securities by the Initial Purchasers. The Company agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties
and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the principal amount of Securities set forth opposite that Initial Purchaser’s name in Schedule 1
hereto, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 8, at a purchase price equal to 99.330% of the principal amount of the 2016 Notes and
99.152% of the principal amount of the 2019 Notes (the “Purchase Price”). 
  

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 (a) The Company and the Parent understand that the Initial Purchasers intend to offer the Securities for
resale on the terms set forth in the Time of Sale Information and the Final Offering Memorandum. Each Initial Purchaser, severally and not jointly represents, warrants and agrees with the Company that: 
 (i) it is a qualified institutional buyer (a “QIB”) within the meaning of Rule 144A under the Securities Act (“Rule
144A”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act; 
 (ii) it is purchasing
the Securities pursuant to an exemption under the Securities Act; 
 (iii) it has not solicited offers for, or offered or
sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”)
or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and 
 (iv) it has
solicited offers and will solicit offers for the Securities only from, and has offered and sold and will offer, sell and deliver the Securities only: 
 (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A or if any such person is buying for one or more institutional accounts for which such person is
acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale is being made in reliance on Rule 144A. 
 (B) in accordance with the restrictions set forth in Annex C. 
 (b) The Company and the Parent acknowledge and agree that, subject to the terms and conditions of this Agreement, the Initial Purchasers may offer and
sell Securities to or through any affiliates of the Initial Purchasers and that any such affiliate may offer and sell Securities purchased by it to or through the Initial Purchasers. 
 (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company
to the Initial Purchasers at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York at 10:00 a.m., New York City time, on July 24, 2009, or at such other time or place on the same or such other date,
not later than the fifth (5th) Business Day after July 21, 2009, as the
Initial Purchasers and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” 
 (d) Certificates for the Securities shall be in global form, registered in such names and in such denominations as you shall request in writing not later than one (1) full Business Day prior to the Closing Date.
The certificates evidencing the Securities shall be delivered to you on the Closing Date, for the account of the Initial Purchasers, with any documentary stamp taxes or other taxes payable in connection with the issuance of the Securities to the
Initial Purchasers duly paid by the Company, against payment of the Purchase Price therefor. 
  

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 (e) The Company and the Parent acknowledge and agree that each Initial Purchaser is acting solely in the
capacity of an arm’s length contractual counterparty to the Company and the Parent with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial
advisor or a fiduciary to, or an agent of, the Company, the Parent or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company, the Parent or any other person as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction. The Company and the Parent shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the
transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser has any responsibility or liability to the Company or the Parent with respect thereto. Any review by the Representatives or any Initial Purchasers of
the Company, Parent and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Initial Purchasers and shall not be on behalf of the Company, the
Parent or any other person. 
 (f) Each Initial Purchaser agrees that, prior to or simultaneously with the confirmation of sale by the
Initial Purchaser to any purchaser of any of the Securities purchased by the Initial Purchaser from the Company pursuant hereto, the Initial Purchaser shall furnish to that purchaser a copy of the Time of Sale Information. In addition to the
foregoing, each Initial Purchaser acknowledges and agrees that the Company, and for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 6(i) and (j), counsel for the Company and for the Initial Purchasers,
respectively, may rely upon the accuracy of the representations and warranties of each Initial Purchaser and its compliance with its agreements contained in this Section 2 (including Annex C hereto), and each Initial Purchaser hereby consents
to such reliance. 
 3. Representations and Warranties of the Company and the Parent. The Company and the Parent jointly and severally
represent and warrant to, and agree with, each Initial Purchaser that: 
 (a) Preliminary Offering Memorandum, Time of Sale Information
and Final Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, and the Final Offering Memorandum, as of the date hereof
and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Company and the Parent make no representation or warranty with respect to any information contained in or omitted from the Preliminary Offering Memorandum, any Time of Sale Information or the Final Offering Memorandum in
reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company by or on behalf of the Initial Purchasers through the Representatives expressly for use in the Preliminary Offering Memorandum, the
Time of Sale Information or the Final Offering Memorandum (the “Initial Purchasers’ Information”), which information is identified in Section 14. 
  

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 (b) Additional Written Communications. The Company and the Parent (including their agents and
representatives, other than the Initial Purchasers in their capacity as such) have not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that
constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company, the Parent or its agents and representatives (other than a communication referred to in clauses (i) and (ii) below) an
“Issuer Written Communication”) except for (i) the Preliminary Offering Memorandum and the Final Offering Memorandum, (ii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B
hereto, and (iii) other written communications, in each case used in accordance with Section 4(c). 
 (c) Incorporated
Documents. The documents incorporated by reference in the Time of Sale Information and the Final Offering Memorandum, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Exchange Act
of 1934, as amended and the applicable rules and regulations of the Commission thereunder (the “Exchange Act”), and none of such documents contained an untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Information and the Final Offering
Memorandum, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading. 
 (d) Financial
Statements. The summary historical financial data of the Company and the consolidated historical financial statements of the Parent, together with the related notes thereto, included or incorporated by reference in each of the Time of Sale
Information and the Final Offering Memorandum fairly present the financial position of each of the Company and its subsidiaries and the Parent and its subsidiaries at the respective dates indicated and the results of their operations and cash flows
for the respective periods indicated, in each case in accordance with generally accepted accounting principles (“GAAP”) consistently applied throughout such periods. The other financial information and data included or incorporated
by reference in each of the Time of Sale Information and the Final Offering Memorandum are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and
the Parent and its subsidiaries. 
 (e) No Material Adverse Change. Neither the Company, the Parent nor any of their respective
subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in each of the Time of Sale Information and the Final Offering Memorandum, any material loss or interference with its
business from fire, explosion, flood or other calamity, 

  

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whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated
in each of the Time of Sale Information and the Final Offering Memorandum; and, since such date, neither the Company, the Parent nor any of their respective subsidiaries has incurred any liability or obligation, direct or contingent, or entered into
any transaction, in each case not in the ordinary course of business, and that is material to the Company, the Parent and their respective subsidiaries, taken as a whole; and, since such date, there has been no dividend or distribution of any kind,
declared, paid or made by the Parent and there has been no change in the capital stock or long-term debt of the Company, the Parent or their respective subsidiaries on a consolidated basis or any material adverse change, or any development involving
a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, stockholders’ equity, results of operations, business or prospects of the Company, the Parent and their respective
subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in each of the Time of Sale Information and the Final Offering Memorandum. 
 (f) Organization and Good Standing. Each of the Company and the Parent is duly incorporated and validly existing and in good standing under the laws of Florida with all requisite corporate power and authority
to own, lease and operate its properties and to conduct its business as described in each of the Time of Sale Information and the Final Offering Memorandum, and is duly registered and qualified to conduct its business and is in good standing in each
jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except to the extent that the failure to be duly registered or qualified or in good standing, would not,
individually or in the aggregate, have caused a material adverse effect on the general affairs, management, consolidated financial position, stockholders’ equity, results of operations, business or prospects of the Company, the Parent and their
respective subsidiaries taken as a whole (a “Material Adverse Effect”), and none of the subsidiaries of the Company and the Parent other than SBA Senior Finance Inc., SBA Senior Finance II LLC, SBA Properties, Inc., SBA Towers II,
LLC, SBA Structures, Inc. and SBA Infrastructure LLC (collectively, the “Significant Subsidiaries”) is a “significant subsidiary” as such term is defined in Rule 405 under the Securities Act. 
 (g) Each of the subsidiaries of the Company is duly organized and validly existing and in good standing under the laws of the jurisdiction of its
organization, with all requisite power and authority to own, lease and operate its properties and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or
the conduct of its business requires such registration or qualification, except where the failure to be duly registered or qualified would not, individually or in the aggregate, have caused a Material Adverse Effect. The Company, the Parent and
their respective subsidiaries, taken as a whole, conduct their business as described in each of the Time of Sale Information and the Final Offering Memorandum. 
  

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 (h) Capitalization of the Company and the Parent. The Parent has an authorized capitalization as
set forth in each of the Time of Sale Information and the Final Offering Memorandum, and all of the issued shares of capital stock of the Company and the Parent have been duly and validly authorized and issued, are fully paid and non-assessable, and
conform in all material respects to the description thereof contained in each of the Time of Sale Information and the Final Offering Memorandum and all the outstanding equity interests of the Company are owned directly by Parent, free and clear of
any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party except as otherwise described in each of the Time of Sale Information and the Final Offering Memorandum. 
 (i) Capitalization of the Parent’s Subsidiaries. All of the issued shares of capital stock of each subsidiary of the Parent (including the
Company) have been duly authorized and validly issued and are fully paid and non-assessable, are owned directly or indirectly by the Parent, and (except as set forth in each of the Time of Sale Information and the Final Offering Memorandum with
respect to shares subject to liens under or pursuant to the Amended and Restated Loan and Security Agreement, dated as of November 18, 2005, entered into among SBA Properties, Inc., the additional borrowers that became a party thereto (see
below) and SBA CMBS-1 Depositor LLC and the Second Loan and Security Agreement Supplement and Amendment, dated as of November 6, 2006, entered into among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers
USVI, Inc., and SBA Structures, Inc., as borrowers, and Midland Loan Services, Inc., as Servicer on behalf of LaSalle Bank National Association as Trustee, as amended, supplemented or otherwise modified from time to time, the “Mortgage
Loan,” the Credit Agreement, dated as of January 18, 2008, by and among SBA Senior Finance, Inc. (“Finance”), the lenders from time to time parties thereto, Wachovia Bank, National Association and Lehman Commercial
Paper Inc. as co-syndication agents, Citicorp North America Inc. and JPMorgan Chase Bank, N.A. as co-documentation agents and Toronto Dominion (Texas) LLC, as administrative agent, as amended, supplemented or otherwise modified from time to time
(the “Revolving Senior Credit Agreement”), the Guarantee and Collateral Agreement, dated as of January 18, 2008, by and among the Parent, the Company, Finance and certain subsidiaries of Finance which are a party thereto
(collectively, the “Loan and Guarantee Parties”) in favor of Toronto Dominion (Texas) LLC as administrative agent, as amended, supplemented or otherwise modified from time to time (the “Guarantee Agreement”), and the Second
Amended and Restated Credit Agreement, made and entered into as of July 18, 2008 among Optasite Towers LLC as borrower, the lenders from time to time parties thereto, and Morgan Stanley Asset Funding Inc. as administrative agent and collateral
agent (the “Optasite Credit Facility”)) are free and clear of all liens, encumbrances, equities, claims or adverse interests. 
 (j) Full Power. Each of the Company and the Parent has full right, power and authority to execute and deliver this Agreement, the Securities, the Parent Guarantee and the Indenture (including the Parent Guarantee set forth therein),
the Exchange Securities (including the related Parent Guarantee) and the Registration Rights Agreement (collectively, the “Transaction Documents”), and each of the Company and the Parent has full right, power and authority to
perform their respective obligations hereunder and 

  

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thereunder; and, as of the Closing Date, all corporate action required to be taken for the due and proper authorization, execution, issuance and delivery of
each of the Transaction Documents and the consummation of the transactions contemplated thereby has been or will have been duly and validly taken. 
 (k) The Indenture. The Indenture has been duly authorized by the Company and the Parent and, when duly executed and delivered in accordance with the terms by each of the parties thereto, will constitute a valid and legally binding
instrument of the Company and Parent, enforceable against the Company and Parent in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and similar laws relating to or affecting creditors’ rights and
to general equity principles; on the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of
the Commission applicable to an indenture that is qualified thereunder; and the Indenture conforms in all material respects to the descriptions thereof in each of the Time of Sale Information and the Final Offering Memorandum. 
 (l) The Securities and the Parent Guarantee. The Securities have been duly authorized by the Company and, when duly executed, authenticated,
issued and delivered by the Company and paid for by the Initial Purchasers pursuant to this Agreement and duly authenticated by the Trustee will have been duly executed, authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the Indenture, and will be enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and similar laws relating to or
affecting creditors’ rights and to general equity principles; and the Parent Guarantee has been duly authorized by Parent and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and
paid for as provided herein, will be a valid and legally binding obligation of the Parent, enforceable against the Parent in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and similar laws relating
to or affecting rights and to general equity principles, and will be entitled to the benefits of the Indenture; and the Securities and the Parent Guarantee conform in all material respects to the descriptions thereof in each of the Time of Sale
Information and the Final Offering Memorandum. 
 (m) Purchase and Registration Rights Agreements. This Agreement has been duly and
validly authorized, executed and delivered by the Company and the Parent; and the Registration Rights Agreement has been duly and validly authorized by the Company and the Parent and on the Closing Date will be duly executed and delivered by the
Company and the Parent and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and the Parent enforceable against the Company and the
Parent in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and similar laws relating to or affecting rights and to general equity principles, and except that rights to indemnity and contribution
thereunder may be limited by applicable law and public policy. 
  

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 (n) The Exchange Securities. On the Closing Date, the Exchange Securities (including the related
Parent Guarantee) will have been duly authorized by the Company and the Parent and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, will be duly and validly issued and outstanding and
will constitute valid and legally binding obligations of the Company, as issuer, and the Parent, as guarantor, enforceable against the Company and the Parent in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and similar laws relating to or affecting rights and to general equity principles, and will be entitled to the benefits of the Indenture. 
 (o) Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in each of the Time of Sale Information and the Final Offering
Memorandum. The statements set forth in each of the Time of Sale Information and the Final Offering Memorandum under the caption “Description of Notes,” insofar as they purport to constitute a summary of the material terms of the
Securities, under the captions “Material United Stated Federal Income and Estate Tax Considerations,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, or contracts and other documents,
constitute accurate summaries of the terms of such statutes, rules and regulations, and contracts and other documents in all material respects. 
 (p) No Violation or Default. Neither the Company, Parent nor any of their respective Significant Subsidiaries (i) is in violation of its charter or by-laws, (ii) is in default, and no event has occurred which, with notice
or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a
party or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company,
Parent or any of their respective subsidiaries or any of their properties or assets, other than, a default or violation described in clauses (ii) and (iii) which is not reasonably likely to have a Material Adverse Effect. 
 (q) No Conflicts. The execution, delivery and performance by the Company and the Parent of each of the Transaction Documents to which it is a
party, the issuance and sale of the Securities (including the Parent Guarantee) and compliance by the Company and Parent with this Agreement and the consummation of the transactions contemplated by the Transaction Documents will not conflict with,
or result in a breach or violation of any of the terms or provisions of, or (including with the giving of notice or the lapse of time or both) constitute a default under (i) any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company, the Parent or any of their respective subsidiaries is a party or by which the Company, the Parent or any of their respective subsidiaries is bound or to which any of the properties or assets of the
Company, the Parent or any of their respective subsidiaries is subject, (ii) the provisions of the charter, by-laws or other organizational documents of the Company, the Parent or any of their respective subsidiaries, (iii) any internal
policy of the Parent, the Company or any of their respective subsidiaries or (iv) to the knowledge of the Company or the Parent, any statute or any order, rule or regulation of any court or 

  

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governmental agency or body having jurisdiction over the Company, the Parent or any of their respective subsidiaries or any of their properties or assets,
except in the cases of clause (i) or (iv), such breaches, violations or defaults that in the aggregate would not have a Material Adverse Effect. 
 (r) No Consents Required. No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body is required for the execution, delivery and performance by the
Company or the Parent of each of the Transaction Documents, the issuance, authentication, sale and delivery of the Securities (including the Parent Guarantee) in accordance with the terms and conditions of the Indenture and compliance by the Company
or the Parent with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, including the use of proceeds therewith as described in the Time of Sale Information and the Final Offering Memorandum, except
for such consents, approvals, authorizations, orders, filings and registrations or qualifications as may be required (i) under applicable state securities laws in connection with the purchase and resale of the Securities by the Initial
Purchasers and (ii) with respect to the Exchange Securities (including the related Parent Guarantee) under the Securities Act, the Trust Indenture Act and applicable state securities laws as contemplated by the Registration Rights Agreement.

 (s) No Legal Impediment to Issuance. No action has been taken and no statute, rule, regulation or order has been enacted, adopted
or issued by any governmental agency or body which prevents the issuance of the Securities (including the Parent Guarantee) in accordance with the terms and conditions of the Indenture or suspends the sale of the Securities (including the Parent
Guarantee) in any jurisdiction; no injunction, restraining order or order of any nature by any federal or state court of competent jurisdiction has been issued with respect to the Company, the Parent or any of their respective subsidiaries which
would prevent or suspend the issuance, authentication, sale or delivery of the Securities (including the Parent Guarantee) or the use of the Time of Sale Information or the Final Offering Memorandum in any jurisdiction; no action, suit or proceeding
is pending against or, to the best knowledge of the Company or the Parent, threatened against or affecting the Company, the Parent or any of their respective subsidiaries before any court or arbitrator or any governmental agency, body or official,
domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance of the Securities (including the Parent Guarantee) or in any manner reasonably draws into question the validity or enforceability of any of
the Transaction Documents or any action taken or to be taken pursuant thereto; and the Company and the Parent have complied with any and all requests by any securities authority in any jurisdiction for additional information to be included in the
Time of Sale Information and the Final Offering Memorandum. 
 (t) Legal Proceedings. There are no legal or governmental proceedings
pending or, to the knowledge of the Company, the Parent or any of their respective subsidiaries, threatened against the Company, the Parent or any of their respective subsidiaries or to which any of their respective properties is subject, that are
not disclosed in the Time of Sale Information and the Final Offering Memorandum and which are reasonably likely to have a Material Adverse Effect or to materially affect the issuance of the Securities (including the Parent Guarantee). 
  

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 (u) Independent Accountants. Ernst & Young LLP, who have certified certain financial
statements of the Parent and its subsidiaries, whose report appears in the Form 10-K incorporated by reference into the Time of Sale Information and the Final Offering Memorandum and who have delivered the initial letter referred to in
Section 6(h), are independent public accountants as required by the Securities Act and the applicable rules and regulations of the Commission thereunder and were independent accountants under the rules and regulations of the Public Company
Accounting Oversight Board during the periods covered by the financial statements on which they issued a report and which are incorporated by reference into the Time of Sale Information and the Final Offering Memorandum. 
 (v) Title to Real and Personal Property. The Company, the Parent and each of their respective subsidiaries have good and marketable title in fee
simple to or a leasehold interest or an easement interest in all real property and good and valid title to all personal property owned by them, in each case free and clear of all liens, encumbrances, defects, equities or claims except for as are
otherwise described in each of the Time of Sale Information and the Final Offering Memorandum or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property
by the Company, the Parent and their respective subsidiaries; all assets held under lease by the Company, the Parent and their respective subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not
material and do not materially interfere with the use made and proposed to be made of such assets by the Company, the Parent and their respective subsidiaries taken as a whole; and the present and contemplated use of the assets owned or leased by
the Company, the Parent and their respective subsidiaries for the operation of towers is in compliance in all material respects with all applicable zoning ordinances and regulations and other laws and regulations where failure so to comply would
result, or create reasonable risk of resulting, in a Material Adverse Effect. 
 (w) Title to Intellectual Property. The Company, the
Parent and each of their respective subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, inventions, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and licenses necessary for the conduct of their respective businesses and have no reason to believe that the conduct of
their respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others, in each case except as could not reasonably be expected to have a Material Adverse Effect. 
 (x) No Undisclosed Relationships. No material relationship, direct or indirect, exists between or among the Company, the Parent and their
respective Significant Subsidiaries on the one hand, and the directors, officers, stockholders, affiliates, customers or 

  

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suppliers of the Company, the Parent and their respective Significant Subsidiaries on the other hand, that would be required by the Securities Act to be
described in a registration statement filed with the Commission and that is not so described in each of the Time of Sale Information and the Final Offering Memorandum. 
 (y) Investment Company Act. Neither the Company, the Parent nor any of their respective subsidiaries is, and after giving effect to the offer and sale of the Securities and the application of the proceeds
therefrom as described under “Use of Proceeds” in each of the Time of Sale Information and the Final Offering Memorandum will be, an “investment company” or a company “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder. 
 (z)
Taxes. Each of the Company, the Parent and their respective subsidiaries has filed all federal, state and local income and franchise tax returns required to be filed through the date hereof and has paid all taxes due thereon except where such
failure would not have a Material Adverse Effect, and no tax deficiency has been determined adversely to the Company, the Parent or any of their respective subsidiaries nor does the Company, the Parent or any of their respective subsidiaries have
any knowledge of any tax deficiency which, if determined adversely to the Company, would have a Material Adverse Effect. 
 (aa) FCC and
FAA Matters. The Parent, the Company and their respective subsidiaries (i) have duly and timely filed all material reports, registrations and other material filings, if any, which are required to be filed by it or any of its subsidiaries
under the Communications Act of 1934, any similar or successor federal statute, and the rules of the Federal Communications Commission (the “FCC”) thereunder or any other applicable law, rule or regulation of any governmental
authority, including the FCC and the Federal Aviation Authority (the “FAA”), other than such filings for which the failure to file would not result, or would not be reasonably likely to result, in a Material Adverse Effect and
(ii) are in compliance with all such laws, rules, regulations and ordinances, including those promulgated by the FCC and the FAA, other than such compliance for which the failure to comply would not result, or would not be reasonably likely to
result, in a Material Adverse Effect. All information provided by or on behalf of the Parent, the Company or any affiliate in any material filing, if any, with the FCC and the FAA relating to the business of the Company, the Parent and their
respective subsidiaries was, to the knowledge of such person at the time of filing, complete and correct in all material respects when made, and the FCC and the FAA have been notified of any substantial or significant changes in such information as
may be required in accordance with applicable requirements of law. The industry-related, tower-related and customer-related data and estimates included or incorporated by reference in each of the Time of Sale Information and the Final Offering
Memorandum are based on or derived from sources which the Company and the Parent believes to be reliable and accurate. For each existing tower of the Company, the Parent (or of their respective subsidiaries) not yet registered with the FCC where
registration will be required, the FCC’s grant of an application for registration of such tower will not have a significant environmental effect as defined under Section 1.1307(a) of the FCC’s rules. 
  

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 (bb) No Labor Disputes. Neither the Company, the Parent nor any of their respective subsidiaries
is involved in any strike or labor dispute with any group of employees, and, to the knowledge of the Company, the Parent or any of their respective subsidiaries, no such action or dispute is threatened, which might be expected to have a Material
Adverse Effect. 
 (cc) Compliance With Environmental Laws. There has been no storage, disposal, generation, manufacture, refinement,
transportation, handling or treatment of toxic wastes, hazardous wastes or hazardous substances by the Company, the Parent or any of their respective subsidiaries (or, to the knowledge of the Company, the Parent any of their predecessors in
interest) at, upon or from any of the property now or previously owned or leased by the Company, the Parent or any of their respective subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or
which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not have, or could not be reasonably likely to have, singularly or
in the aggregate with all such violations and remedial actions, a Material Adverse Effect; there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment
surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company, the Parent or any of their respective subsidiaries or with respect to which the Company, the
Parent or any of their respective subsidiaries has knowledge, except for any such spill, discharge, leak, emission, injection, escape, dumping or release which would not have or would not be reasonably likely to have, singularly or in the aggregate
with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, a Material Adverse Effect; and the terms “hazardous wastes,” “toxic wastes,” “hazardous substances” and “medical
wastes” shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection. 
 (dd) Compliance With ERISA. The Company, the Parent and their respective subsidiaries are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of
1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), and each employee benefit plan (within the meaning of Section 3(3) of ERISA) for which the Parent or any member of its
“controlled group” (within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code” and a “Plan,”
respectively)) could have any liability has been maintained in material compliance with its terms and the requirements of any applicable statutes, order, rules and regulations; no “reportable event” (as defined in Section 4043(c) of
ERISA) has occurred or is reasonably expected to occur with respect to any Plan which is a “pension benefit plan” (as defined in Section 3(2) of ERISA); no “prohibited transaction” (within the meaning of Section 4975 of
the Code or Section 406 of ERISA) has occurred with respect to any 

  

 13 








 
Plan, excluding transactions effected pursuant to a statutory or administrative exemption; the Company, the Parent and their respective subsidiaries have not
incurred nor reasonably expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan which is a “pension plan” or (ii) except where such liability would not have a Material
Adverse Effect, Sections 412 or 4971 of the Code; there has been no failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or
not waived; and each Plan which is a “pension plan” that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such
qualification. 
 (ee) Disclosure Controls. The Parent has established and maintains disclosure controls and procedures (as such term
is defined in Rule 13a-15(e) under the Exchange Act), which (i) are designed to ensure that material information relating to the Parent, including its consolidated subsidiaries, is made known to the Parent’s principal executive officer and
its principal financial officer or persons performing similar functions by others within the Parent, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for
effectiveness as of March 31, 2009; and (iii) are effective in all material respects to perform the functions for which they were established. Based on the evaluation of its disclosure controls and procedures as of March 31, 2009, the
Parent is not aware of (i) any significant deficiency in the design or operation of internal controls which could adversely affect the Parent’s ability to record, process, summarize and report financial data or any material weaknesses in
internal controls that has not been remedied, except as described in each of the Time of Sale Information and the Final Offering Memorandum or (ii) any fraud, whether or not material, that involves management or other employees who have a
significant role in the Parent’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could
significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. 
 (ff) Accounting Controls. The Parent and its subsidiaries have a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general
or specific authorization; (ii) transactions are recorded as necessary to permit preparation of its consolidated financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the reported accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. 
 (gg) Insurance. The Company, the Parent and each of their respective subsidiaries carry, or are covered by, insurance
in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. 
  

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 (hh) No Unlawful Payments. Neither the Company, the Parent nor their respective subsidiaries, nor,
to the Parent’s or the Company’s knowledge, any director, officer, agent, employee or other person associated with or acting on behalf of the Company, the Parent or their respective subsidiaries, has used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. 
 (ii) Solvency. On the Closing Date and immediately after giving effect to the issuance of the Securities and the consummation of the other transactions related thereto as described in each of the Time of Sale
Information and the Final Offering Memorandum, each of the Company and Parent will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the present fair market value
(or present fair saleable value) of the assets of each of the Company or the Parent is not less than the total amount required to pay the probable liabilities of the Company and the Parent on its total existing debts and other liabilities (including
contingent liabilities, computed at the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability) as they become absolute and
matured; (ii) each of the Company and the Parent is able to realize upon its assets and pay its debts and other liabilities (including such contingent liabilities) as they mature and become due in the normal course of business;
(iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement, the Time of Sale Information and the Final Offering Memorandum, neither the Company nor the Parent has incurred, and does not propose to incur,
debts that would be beyond its ability to pay as such debts and other liabilities mature; (iv) neither the Company nor the Parent is engaged in any business or transaction, and does not propose to engage in any business or transaction, for
which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company or the Parent is engaged; and (v) neither the Company nor the Parent is a defendant in
any civil action that would result in a judgment that the Company or the Parent is or would become unable to satisfy. 
 (jj) No
Restrictions on Subsidiaries. Except as described in the Time of Sale Information or the Final Offering Memorandum, no subsidiary of the Company or the Parent is currently prohibited, directly or indirectly, under any agreement or other
instrument to which it is a party or is subject, from paying any dividends to the Company or the Parent, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company or the Parent any loans or advances to
such subsidiary from the Company or the Parent or from transferring any of such subsidiary’s properties or assets to the Company or the Parent or any other subsidiary of the Company or the Parent. 
  

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 (kk) Rule 144A Eligibility. On the Closing Date, the Securities and the Parent Guarantee will not
be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary Offering Memorandum and the Final
Offering Memorandum, as of its respective date, contains all the information that, if requested by a prospective purchaser of the Securities and the Parent Guarantee, would be required to be provided to such prospective purchaser pursuant to Rule
144A(d)(4) under the Securities Act. 
 (ll) No Integration. Neither the Company, the Parent nor any of their affiliates (as defined
in Rule 501(b) of Regulation D) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale
of the Securities in a manner that would require registration of the Securities under the Securities Act. 
 (mm) No General Solicitation
or Directed Selling Efforts. None of the Company, the Parent, or any of their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers
for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the
Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation
S. 
 (nn) Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Initial Purchasers contained
in Section 2(a) (including Annex C hereto), it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner
contemplated by this Agreement, the Time of Sale Information and the Final Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act. 
 (oo) No Stabilization. None of the Parent, the Company, nor to their knowledge, any of their affiliates, has taken or may take, directly or
indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Securities. 
 (pp) Margin Rules. Neither the issuance, authentication, sale and delivery of the Securities nor the application of the proceeds thereof by the
Company as described in each of the Time of Sale Information and the Final Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System. 
 (qq) Sarbanes-Oxley Act. The Parent is and, to the knowledge of the Parent, the Parent’s directors and officers (in their capacities as such)
are in compliance in all material respects with any applicable provision of the U.S. Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith. 
  

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 4. Further Agreements of the Company and the Parent. The Company and the Parent jointly and
severally covenant and agree with the Initial Purchasers that: 
 (a) Delivery of Copies. The Company and the Parent will deliver to
the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Final Offering Memorandum (including all amendments and supplements thereto)
as the Representatives may reasonably request. 
 (b) Offering Memorandum, Amendments or Supplements. Before finalizing the
Preliminary Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Final Offering Memorandum, the Company and the Parent will furnish to the Initial Purchasers and counsel for the
Representatives a copy of the proposed Preliminary or Final Offering Memorandum or such amendment or supplement for review, and will not distribute any such proposed Preliminary or Final Offering Memorandum, amendment or supplement to which the
Representatives reasonably object. 
 (c) Additional Written Communications. Before using, authorizing, approving or referring to any
Issuer Written Communication, the Company and the Parent will furnish to the Representatives and counsel for the Initial Purchasers a copy of such written communication for review and will not use, authorize, approve or refer to any such written
communication to which the Representatives reasonably object. 
 Prior to the Closing Date, the Company and the Parent will not issue any
press release or other communication directly or indirectly or hold any press conference with respect to each of the Company or the Parent, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for
routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and the Parent and of which the Representatives are notified), without the prior written consent of the Representatives,
unless in the judgment of the Company, the Parent and its counsel, and after notification to the Representatives, such press release or communication is required by law. 
 (d) Notice to the Initial Purchasers. The Company and the Parent will advise the Representatives promptly, and confirm such advice in writing, (i) of the occurrence of any event which makes any statement
of a material fact made in any of the Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (as then amended or supplemented) untrue or which requires the making of any additions to or changes in any of the Time
of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (as then amended or supplemented) in order to make the statements therein, in the light of the 

  

 17 








 
circumstances under which they were made, not misleading; (ii) of the issuance by any governmental or regulatory authority of any order preventing or
suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum or the initiation or, to the best knowledge of the Company or the Parent, threatening of any proceeding for that purpose;
and (iii) of the receipt by the Company or the Parent of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and each of the Company and the Parent will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Final
Offering Memorandum or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof. 
 (e) Ongoing Compliance of the Time of Sale Information and the Final Offering Memorandum. (1) If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of
which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Time of Sale Information to comply with law, the Company and the Parent will immediately notify the Initial Purchasers thereof and forthwith
prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to any of the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may
be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented (including, if applicable, such document to be incorporated by reference therein) will not, in light of the circumstances under which they were
made, be misleading or so that the Time of Sale Information will comply with law, and (2) if at any time prior to the completion of the resale of the Securities by the Initial Purchasers (i) any event shall occur or condition shall exist
as a result of which the Final Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances existing when the Final Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company and the Parent will immediately
notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Final Offering Memorandum (or any document to be filed with the Commission
and incorporated by reference therein) as may be necessary so that the statements in the Final Offering Memorandum as so amended or supplemented (including, if applicable, such document to be incorporated by reference therein) will not, in the light
of the circumstances existing when the Final Offering Memorandum is delivered to a purchaser, be misleading or so that the Final Offering Memorandum will comply with law. 
  


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 (f) Blue Sky Compliance. The Company and the Parent will qualify the Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided that
neither the Company nor the Parent shall be required to (i) qualify as a foreign corporation in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such
jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. 
 (g) Use of
Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Time of Sale Information and the Final Offering Memorandum under the heading “Use of Proceeds.” 
 (h) Supplying Information. While the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3)
under the Securities Act, the Company will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the
Securities designated by such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act; provided, that the rules and regulations of the
Commission permit the Company and any direct or indirect parent of the Company to report at such parent entity’s level on a consolidated basis and subject to satisfaction of the conditions set forth in the Indenture, this Section 4(h) is
satisfied by furnishing financial information relating to the Parent. 
 (i) DTC. The Company and the Parent will assist the Initial
Purchasers in arranging for the Securities to be eligible for clearance and settlement through The Depository Trust Company (“DTC”). 
 (j) No Resales by the Company and the Parent. During the one-year period from the Closing Date, the Company and the Parent will not, and will not permit any of their affiliates (as defined in Rule 144
under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company, the Parent or any of their affiliates and resold in a transaction registered under the Securities Act.

 (k) No Integration. Neither the Company, the Parent nor any of their affiliates (as defined in Rule 501(b) of Regulation D) or any
other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as
defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act. 
 (l) No General Solicitation or Directed Selling Efforts. None of the Company, the Parent or any of their affiliates or any other person acting on
its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or 

  

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offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any
manner involving a public offering within the meaning of Section 4(2) of the Securities Act; or (ii) offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale,
contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement, any of the Time of Sale Information and the
Final Offering Memorandum; or (iii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S. 
 (m) No Stabilization. None of the Parent, the Company, nor to their knowledge, any of their affiliates, will take, directly or indirectly, any
action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities and none of the Parent, the Company nor any of their affiliates has taken or will take, directly or
indirectly, any action prohibited by Regulation M under the Exchange Act in connection with the offering of the Securities. 
 (n) Clear
Market. During the period from the date hereof through and including the date that is ninety (90) calendar days after the date hereof, the Company and the Parent will not, without the prior written consent of the Representatives, offer,
sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company, the Parent or their respective subsidiaries and having a tenor of more than one year. 
 (o) No Action. Neither the Company nor the Parent will initiate any action prior to the Closing Date which would require any of the Time of Sale
Information or the Final Offering Memorandum to be amended or supplemented pursuant to Section 4(e). 
 5. Certain Agreements of the
Initial Purchasers. Each Initial Purchaser hereby severally represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning or use of, any written communication that constitutes an offer to sell
or the solicitation of an offer to buy the Securities other than (i) the Time of Sale Information and the Final Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2)
under the Securities Act) that was not included (including through incorporation by reference) in the Time of Sale Information or the Final Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to
Section 4(c) above, (iv) any written communication prepared by the Initial Purchasers and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or
other information that was included or incorporated by reference in the Time of Sale Information or the Final Offering Memorandum. 
 6.
Conditions of Initial Purchasers’ Obligations. The obligation of each Initial Purchaser to purchase the Securities on the Closing Date as provided herein is subject to the performance by the Company of its covenants and other obligations
hereunder and to the following additional conditions: 
 (a) Representations and Warranties. The representations and warranties of the
Company and the Parent contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company and the Parent and their officers made in any certificates delivered pursuant to this Agreement
shall be true and correct on and as of the Closing Date. 
  

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 (b) The Time of Sale Information and Final Offering Memorandum. The Time of Sale Information and
the Final Offering Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers as promptly as practicable on or following the date of this Agreement or at such other date and time
as to which the Representatives may agree. If any event shall have occurred that requires the Company and the Parent under Section 4(e) to prepare an amendment or supplement to any of the Time of Sale Information and the Final Offering
Memorandum, such amendment or supplement shall have been prepared, the Representatives shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchasers reasonably in advance of
the Closing Date. 
 (c) Ongoing Compliance of the Time of Sale Information and Final Offering Memorandum. The Initial Purchasers
shall not have discovered and disclosed to the Company (1) on or prior to the Closing Date that any of the Time of Sale Information contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or
omits to state any fact which, in the opinion of such counsel, is material and is necessary to make the statements therein not misleading and (2) on or prior to the Closing Date that the Final Offering Memorandum (and any amendments or
supplements thereto) contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any fact which, in the opinion of such counsel, is material and necessary to make the statements
therein not misleading. 
 (d) Required Corporate Actions. All corporate proceedings and other legal matters incident to the
authorization, form and validity of the Transaction Documents, the Time of Sale Information and the Final Offering Memorandum (and any amendments or supplements thereto), and all other legal matters relating to the Transaction Documents and the
transactions contemplated thereby shall be reasonably satisfactory in all material respects to counsel for the Initial Purchasers, and the Company and the Parent shall have furnished to such counsel all documents and information that they may
reasonably request to enable them to pass upon such matters. 
 (e) No Downgrade. Subsequent to the execution and delivery of this
Agreement (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities issued or guaranteed by the Company, the Parent or their respective subsidiaries by any “nationally recognized statistical
rating organization,” as that term is defined by the Commission for purposes of 

  

 21 








 
Rule 436(g)(2) under the Securities Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with
possible negative implications, or has changed its outlook with respect to its rating of the Securities or any other debt securities issued or guaranteed by the Company, the Parent or their respective subsidiaries. 
 (f) No Material Adverse Change. (i) Neither the Company, the Parent nor any of their respective subsidiaries shall have sustained since the
date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information and the Final Offering Memorandum (exclusive of any amendment or supplement thereto) any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Time of Sale Information and the Final
Offering Memorandum or (ii) otherwise than as set forth or contemplated in the Time of Sale Information and the Final Offering Memorandum (exclusive of any amendment or supplement thereto), since the date of the Preliminary Offering Memorandum,
there shall not have been any change in the capital stock or long-term debt of the Company, the Parent or their respective subsidiaries or any change, or any development involving a prospective change, that would have a Material Adverse Effect, the
effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the payment for and delivery of the Securities
being delivered on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Final Offering Memorandum (exclusive of any amendment or supplement thereto). 
 (g) Officers’ Certificates. The Initial Purchasers shall have received on and as of the Closing Date (1) a certificate of each of the
Company’s and the Parent’s chief executive officer or president and chief financial officer stating that (i) such officers have carefully reviewed the Time of Sale Information and the Final Offering Memorandum; (ii) to the best
knowledge of such officers, the Time of Sale Information, at the time of sale and at the Closing Date, did not, and the Final Offering Memorandum, as of its date and at the Closing Date, did not include any untrue statement of a material fact and
did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and since the date of each of the Time of Sale Information and the Final Offering
Memorandum, no event has occurred which should have been set forth in a supplement or amendment to any of the Time of Sale Information and the Final Offering Memorandum so that the Time of Sale Information and the Final Offering Memorandum (as so
amended or supplemented) would not include any untrue statement of a material fact and would not omit to state a material fact necessary to make the statements therein, under the light of the circumstances under which they were made, not misleading;
and (iii) as of the Closing Date the representations and warranties of the Company and the Parent, as applicable, in this Agreement are true and correct, the Company and the Parent, as applicable, have complied with all agreements and satisfied
all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (2) a certificate of the Company’s chief financial officer, dated the date of this Agreement, substantially in the form of the attached
hereto as Annex E. 
  

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 (h) Comfort Letters. On the date of this Agreement and on the Closing Date Ernst & Young
LLP shall have furnished to the Initial Purchasers, at the request of the Company and the Parent, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the
Initial Purchasers, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or
incorporated by reference in each of the Time of Sale Information and the Final Offering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three (3) Business Days prior
to such Closing Date. 
 (i) Opinion of Counsel for the Company. Holland & Knight LLP, counsel for the Company and the
Parent, shall have furnished to the Initial Purchasers, at the request of the Company and the Parent, their written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial
Purchasers, to the effect set forth in Annex D hereto. 
 (j) Opinion and Statement of Counsel for the Initial Purchasers. The Initial
Purchasers shall have received on and as of the Closing Date an opinion and statement of Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, with respect to such matters as the Initial Purchasers may reasonably request, and
such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. 
 (k) Opinion of FCC Counsel for the Company. Wiley Rein LLP, FCC counsel for the Company and the Parent, shall have furnished to the Initial Purchasers, at the request of the Company and the Parent, their written opinion, dated the
Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial Purchasers. 
 (l) No
Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the
Closing Date, prevent the issuance or sale of the Securities or the issuance of the Parent Guarantee; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance
or sale of the Securities or the issuance of the Parent Guarantee. 
 (m) No Rule 144A or Regulation S Invalidation. There shall not
have occurred any invalidation of Rule 144A or Regulation S under the Securities Act by any court or withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or
proposed amendment thereof by the Commission which in the judgment of the Representatives would materially impair the ability of the Initial Purchasers to purchase, hold or effect resales of the Securities contemplated hereby. 
  

 23 








 (n) Good Standing. The Representatives shall have received on and as of the Closing Date
satisfactory evidence of the good standing of the Company, the Parent and their respective subsidiaries listed on Schedule 2 in their respective jurisdictions of incorporation or formation and their good standing as foreign entities in such other
jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. 
 (o) Indenture and Securities. The Indenture shall have been duly executed and delivered by the Company, the Parent and the Trustee, and the
Securities shall have been duly executed and delivered by the Parent, the Company and duly authenticated by the Trustee. 
 (p)
Registration Rights Agreement. The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and the Parent. 

(q) DTC. The Securities shall be eligible for clearance and settlement through DTC. 
 (r) Transactions. On or before the Closing Date, SBA Senior Finance shall have entered into the Amendment and Restatement, dated as of
July 24, 2009, of the Revolving Senior Credit Agreement on substantially the terms described in each of the Time of Sale Information and the Final Offering Memorandum and otherwise in form and substance reasonably satisfactory to the
Representatives, no default shall exist thereunder and the Initial Purchasers shall receive conformed counterparts thereof entered into and received thereunder in connection with the closing of the amendment to the Revolving Senior Credit Agreement.

 (s) No Default. There shall exist at and as of the Closing Date no conditions that would constitute a default (or an event that
with notice or the lapse of time, or both, would constitute a default) under the Mortgage Loan, the Revolving Senior Credit Agreement (as amended) and the Optasite Credit Facility. 
 (t) Market Events. Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading
in securities generally on the NYSE, the NASDAQ Global Select Market, the NASDAQ Global Market or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company or the Parent on any exchange or in the
over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction,
(ii) a material disruption in securities settlement, payment or clearance services in the United States, (iii) a banking moratorium shall have been declared by federal or state authorities, (iv) any attack on, outbreak or escalation
of hostilities or act of 

  

 24 








 
terrorism involving the United States, any declaration of war by Congress or any other national or international calamity, crisis or emergency if, in the
judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity, crisis or emergency makes it impractical or inadvisable to proceed with the completion of the offering or sale of and payment for the
Securities, or (v) the occurrence of any other calamity, crisis (including without limitation as a result of terrorist activities), or material adverse change in general economic, political or financial conditions (or the effect of
international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering, sale or delivery of the Securities being
delivered on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Final Offering Memorandum or that, in the judgment of the Representatives, would materially and adversely affect the
financial markets or the markets for the Securities and/or debt securities. 
 (u) Additional Documents. On or prior to the Closing
Date, the Company and the Parent shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. 
 All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably
satisfactory to counsel for the Initial Purchasers. 
 7. Indemnification and Contribution. 
 (a) Indemnification of the Initial Purchasers. Each of the Company and the Parent jointly and severally agrees to indemnify and hold harmless each
Initial Purchaser, their respective affiliates, directors and officers and each person, if any, who controls such Initial Purchasers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against
any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or
several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the
Final Offering Memorandum (or any amendment or supplement thereto), in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities or in any
information provided by the Company pursuant to Section 4(e), any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Initial
Purchasers’ Information. 
  

 25 








 (b) Indemnification of the Company and the Parent. Each Initial Purchaser agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Parent, each of their respective affiliates, directors and officers and each person, if any, who controls the Company and the Parent within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Initial Purchasers’ Information furnished to the Company in writing by such Initial Purchaser through the Representatives expressly
for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto). 
 (c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be
brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom
such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or
(b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the
Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred.
In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the
Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred. Any such separate firm for the Initial Purchasers, their respective affiliates, directors and officers 

  

 26 








 
and any control persons of the Initial Purchasers shall be designated in writing by the Initial Purchasers and any such separate firm for the Company and the
Parent, their respective directors and officers and any control persons of the Company and the Parent shall be designated in writing by the Company or the Parent. The Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) calendar days after receipt by the Indemnifying
Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 
 (d)
Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company and the Parent on the one hand and the Initial Purchasers on the other from the offering of the Securities or (ii) if the allocation provided by clause
(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Parent on the one hand and the Initial
Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Parent
on the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total discounts and
commissions received by the Initial Purchasers in connection therewith, as provided in this Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Parent on the one hand and the Initial
Purchasers on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a 

  

 27 








 
material fact relates to the information supplied by the Company or the Parent or Initial Purchasers’ Information supplied by the Initial Purchasers and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
 (e)
Limitation on Liability. The Company, the Parent and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other
method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this
Section 7, in no event shall the Initial Purchasers be required to contribute any amount in excess of the amount by which the total discounts and commissions received by the Initial Purchasers with respect to the offering of the Securities
exceeds the amount of any damages that the Initial Purchasers have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to paragraph
(d) above are several in proportion to their respective purchase obligations hereunder and not joint. 
 (f) Non-Exclusive
Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. 
 8. Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this
Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that the defaulting Initial Purchasers agreed but failed to purchase on such Closing Date in the respective proportions which the principal
amount of the Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining non-defaulting
Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Securities on such Closing Date if the aggregate principal amount of the Securities
that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the aggregate principal amount of the Securities to be purchased on such Closing Date and any remaining non-defaulting Initial
Purchaser shall not be obligated to purchase more than 110% of the principal amount of the Securities that it agreed to purchase on such Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining
non-defaulting Initial Purchasers shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on such Closing Date. If the remaining 

  

 28 








 
Initial Purchasers do not elect to purchase the principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed
to purchase on such Closing Date this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set
forth in Section 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this
Section 8, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. 
 Nothing contained herein shall
relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Securities of a defaulting or withdrawing Initial Purchaser,
either the remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven (7) full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may
be necessary in the Time of Sale Information, the Final Offering Memorandum or in any other document or arrangement. 
 9.
Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers, in the absolute discretion of the Initial Purchasers, by notice given to the Company prior to the delivery of and payment for the
Securities if, prior to that time, any of the events described in Section 6(e), 6(f), 6(l), 6(m) and 6(t) shall have occurred. 
 10.
Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Parent jointly and severally agree to pay or cause to be paid all costs
and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in
that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum, any Issuer Written Communication, any Time of Sale Information and the Final Offering Memorandum (including all exhibits,
amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and Parent’s counsel and independent
accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may designate
and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchasers not to exceed $15,000); (viii) any fees charged by rating agencies for rating the
Securities; (ix) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (x) all expenses and application fees incurred in connection with the approval of the
Securities for book-entry transfer by DTC; and (xi) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. 
  

 29 








 (b) If (i) this Agreement is terminated pursuant to Section 9 (other than due to the events
described in Section 6(l) and 6(m)), (ii) the Company for any reason fails to tender the Securities for delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to purchase the Securities for any reason permitted
under this Agreement, the Company and the Parent jointly and severally agree to reimburse the Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Initial
Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities contemplated hereby. 
 11. Persons
Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any controlling persons referred to herein, and the affiliates, officers and directors of
the Initial Purchasers referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision
contained herein. No purchaser of Securities from the Initial Purchasers shall be deemed to be a successor merely by reason of such purchase. 
 12. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Parent and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company,
the Parent or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of
this Agreement or any investigation made by or on behalf of the Company, the Parent or the Initial Purchasers. 
 13. Certain Defined
Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “Business Day” means any day
other than a Saturday, a Sunday or a day on which banking institutions in New York, New York are authorized or required by law or executive order to remain closed; (c) the term “subsidiary” has the meaning set forth in Rule 405 under
the Securities Act; and (d) the term “written communication” has the meaning set forth in Rule 405 under the Securities Act. 
 14. Initial Purchasers’ Information. The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Initial Purchasers’ Information consists solely of the following information in the Time of Sale
Information or the Final Offering Memorandum: the statements in the third paragraph, the second sentence of the fifth paragraph, the second, fourth and fifth sentences of the eighth paragraph and the ninth paragraph under “Plan of
Distribution” in the Final Offering Memorandum. 
  

 30 








 15. Miscellaneous. (a) Authority of the Representatives. Any action by the Initial
Purchasers hereunder may be taken by the Representatives on behalf of the Initial Purchasers, and any such action taken by the Representatives shall be binding upon the Initial Purchasers. 
 (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or
transmitted and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Initial Purchasers c/o Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate
Registration with a copy to: (i) c/o J.P. Morgan Securities Inc., 270 Park Avenue, 5th floor, NY NY 10017, Attention: Jessica Kearns and (ii) Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017;
Attention: Risë Norman, Esq. (Fax: (212) 455-2502), and with a copy, in the case of any notice pursuant to Section 7, to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York,
New York 10019. Notices to the Company shall be given to it at SBA Communications Corporation, 5900 Broken Sound Parkway NW, Boca Raton, Florida 33487; Attention: Jeffrey A. Stoops (fax: (561) 997-0343) and Attention: Thomas P. Hunt (fax:
(561) 989-2941), with a copy to Holland & Knight LLP, 701 Brickell Avenue, Suite 3100, Miami, Florida 33131; Attention: Kara L. MacCullough, Esq. (fax: (305) 679-6311). 
 (c) Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York. 
 (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 
 (e)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

 (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement. 
  

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 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing
in the space provided below. 
  

			
	Very truly yours,
	
	SBA COMMUNICATIONS CORPORATION
		
	By:	 	 /s/ Jeffrey A. Stoops

	Name:	 	Jeffrey A. Stoops
	Title:	 	President and Chief Executive Officer
	
	SBA TELECOMMUNICATIONS INC.
		
	By:	 	 /s/ Jeffrey A. Stoops

	Name:	 	Jeffrey A. Stoops
	Title:	 	President and Chief Executive Officer









 Accepted: July 21, 2009 
  

			
	BARCLAYS CAPITAL INC.
		
	By:	 	 /s/ Robert H. Chen

	Name:	 	Robert H. Chen
	Title:	 	Managing Director
	
	DEUTSCHE BANK SECURITIES INC.
		
	By:	 	 /s/ Malcolm Morris

	Name:	 	Malcolm Morris
	Title:	 	Managing Director
		
	By:	 	 /s/ Edward B. Dunn

	Name:	 	Edward B. Dunn
	Title:	 	Managing Director
	
	J.P. MORGAN SECURITIES INC.
		
	By:	 	 /s/ Paul K. Finger

	Name:	 	Paul K. Finger
	Title:	 	Executive Director

 Each for itself and as a Representative of the other Initial Purchasers. 







 Schedule 1 
 Initial Purchasers 
  

							
	 Initial Purchasers
	  	Principal
Amount
of 2016 Notes	  	Principal
Amount
of 2019 Notes
	 Barclays Capital Inc.
	  	$	117,500,000	  	$	117,500,000
	 Deutsche Bank Securities Inc.
	  	 	68,750,000	  	 	68,750,000
	 J.P. Morgan Securities Inc.
	  	 	68,750,000	  	 	68,750,000
	 Citigroup Global Markets Inc.
	  	 	30,000,000	  	 	30,000,000
	 RBS Securities Inc.
	  	 	30,000,000	  	 	30,000,000
	 TD Securities (USA) LLC
	  	 	30,000,000	  	 	30,000,000
	 Wells Fargo Securities, LLC
	  	 	30,000,000	  	 	30,000,000
	 Total
	  	$	375,000,000	  	$	375,000,000
		  	 	 	  	 	 








 Schedule 2 
 Subsidiaries Providing Good Standing Certificates 
  

	
	SBA Senior Finance, Inc.
	SBA Senior Finance II LLC
	SBA Properties, Inc.
	SBA Towers II, LLC
	SBA Structures, Inc.
	SBA Infrastructure, LLC