Fill and Sign the Credit Agreement Form

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 16, 1999, among SBA COMMUNICATIONS CORPORATION, a Florida corporation ("Holdings"), -------- SBA TELECOMMUNICATIONS, INC., a Florida corporation (the "Borrower"), the -------- several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), LEHMAN BROTHERS INC., as advisor and ------- book manager ("LBI"), LEHMAN BROTHERS INC., as the arranger (in such capacity, --- the "Arranger"), GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent (in -------- such capacity, the "Syndication Agent"), TORONTO DOMINION (TEXAS), INC., as ----------------- documentation agent (in such capacity, the "Documentation Agent"), BARCLAYS BANK ------------------- PLC (in such capacity, the "Co-Documentation Agent") and LEHMAN COMMERCIAL PAPER ---------------------- INC., as administrative agent (in such capacity, the "Administrative Agent"). -------------------- W I T N E S S E T H: ------------------- WHEREAS, the Borrower is a party to the Amended and Restated Credit Agreement, dated as of February 5, 1999 (the "Existing Credit Agreement"), among ------------------------- Holdings, the Borrower, the lenders parties thereto, Lehman Commercial Paper Inc., as administrative agent, and others, pursuant to which such lenders have agreed to extend, and have extended, credit to the Borrower; and WHEREAS, the Borrower has requested certain amendments to the Existing Credit Agreement (including an increase in the Total Revolving Credit Commitments and the addition of a Tranche B Term Loan Facility), and the Required Lenders and each Lender whose Revolving Credit Commitment is being increased hereby have agreed to amend and restate the Existing Credit Agreement as set forth below; NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree that on the Second Amendment and Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety as follows: SECTION 1. DEFINITIONS 1.1 Defined Terms. As used in this Agreement, the terms listed in ------------- this Section 1.1 shall have the respective meanings set forth in this Section 1.1. "Acceptable Tenant": any Person that (a) has a contract with the ----------------- Borrower or any of its Subsidiaries to locate wireless transmission antennae on a Tower and (b) either (i) is listed on Annex B or (ii) has been approved in writing by the Required Lenders. "Adjusted EBITDA": for any period, Consolidated EBITDA for such --------------- period; provided, however, that for purposes of calculating Non-Tower -------- ------- EBITDA, Mature Tower 2 EBITDA and Developmental Tower EBITDA for any period, Consolidated EBITDA shall be adjusted by allocating sales and marketing and general and administrative expenses (as such expenses are reflected in the financial statements referred to in Section 4.1(b) on the date hereof) reflected in Consolidated EBITDA as follows: (a) to Non-Tower EBITDA, 28% of such expenses, (b) to Mature Tower EBITDA, 72% of such expenses, multiplied by the ratio of the aggregate number of Mature Towers to the aggregate number of Towers, and (c) to Developmental Tower EBITDA, 72% of such expenses, multiplied by the ratio of the aggregate number of Developmental Towers to the aggregate number of Towers. "Adjustment Date": as defined in the Pricing Grid. --------------- "Administrative Agent": as defined in the preamble hereto. -------------------- "Affiliate": as to any Person, any other Person which, directly or --------- indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "Agents": the collective reference to the Syndication Agent, the ------ Documentation Agent, the Co-Documentation Agent and the Administrative Agent. "Aggregate Exposure": with respect to any Lender at any time, an ------------------ amount equal to (a) until the Closing Date, the aggregate amount of such Lender's Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender's Term Loans and (ii) amount of such Lender's Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender's Revolving Extensions of Credit then outstanding. "Aggregate Exposure Percentage" with respect to any Lender at any ----------------------------- time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. "Agreement": this Second Amended and Restated Credit Agreement, as --------- amended, supplemented or otherwise modified from time to time. "Annualized Adjusted EBITDA": for any period, the sum of -------------------------- Developmental Tower EBITDA, Mature Tower EBITDA and Non-Tower EBITDA for such period. 3 "Applicable Margin": (a) for each Tranche A Term Loan and each ----------------- Revolving Loan, the rate per annum determined pursuant to the Pricing Grid and (b) for each Tranche B Loan, the rate per annum set forth under the relevant column heading below: Base Rate Eurodollar Loans Loans --------- ---------- 2.50% 3.50%; "Application": an application, in such form as the Issuing Lender may ----------- specify from time to time, requesting the Issuing Lender to open a Letter of Credit. "Asset Coverage Test Amount": at any date of calculation thereof, the -------------------------- sum of (a) the lesser of (i) $125,000 for each Tower which is a Developmental Tower on such date of calculation and (ii) 55% of Tower Cost with respect to such Tower, plus (b) the product of (i) the aggregate Mature Tower EBITDA for the period of twelve consecutive calendar months most recently ended prior to such date of calculation and (ii) six, plus (c) the product of (i) the aggregate Non-Tower EBITDA for the period of twelve consecutive calendar months most recently ended prior to such date of calculation and (ii) four; provided, that in calculating the Asset -------- Coverage Test Amount on any date, no amount may be attributed to the Mature Tower EBITDA or Non-Tower EBITDA, as the case may be, attributable to assets Disposed of prior to such date of calculation. "Asset Sale": any Disposition of Property or series of related ---------- Dispositions of Property (excluding any such Disposition permitted by clauses (b), (c) or (d) of Section 7.5) which yields gross proceeds to Holdings, the Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $10,000. "Assignee": as defined in Section 10.6(c). -------- "Assignor": as defined in Section 10.6(c). -------- "Available Revolving Credit Commitment": as to any Revolving Credit ------------------------------------- Lender at any time, an amount equal to the excess, if any, of (a) such Lender's Revolving Credit Commitment then in effect over (b) such Lender's ---- Revolving Extensions of Credit then outstanding. "Base Rate": for any day, a rate per annum (rounded upwards, if --------- necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of interest ---------- per annum publicly announced from time to time by the Reference Lender as its prime or base rate in effect at its principal office in New York City (the Prime Rate not 4 being intended to be the lowest rate of interest charged by the Reference Lender in connection with extensions of credit to debtors); "Base CD Rate" ------------ shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate; and "Three-Month Secondary CD Rate" shall mean, for any day, the ----------------------------- secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Reference Lender from three New York City negotiable certificate of deposit dealers of recognized standing selected by it. Any change in the Base Rate due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively. "Base Rate Loans": Loans for which the applicable rate of interest is --------------- based upon the Base Rate. "Benefitted Lender": as defined in Section 10.7. ----------------- "Board": the Board of Governors of the Federal Reserve System of the ----- United States (or any successor). "Borrower": as defined in the preamble hereto. -------- "Borrowing Date": any Business Day specified by the Borrower as a -------------- date on which the Borrower requests the relevant Lenders to make Loans hereunder. "Business Day": (i) for all purposes other than as covered by clause ------------ (ii) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market. "Capital Expenditures": for any period, with respect to any Person, -------------------- the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, construction costs, capitalized repairs and improvements during such 5 period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. "Capital Lease Obligations": as to any Person, the obligations of ------------------------- such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. "Capital Stock": any and all shares, interests, participations or ------------- other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. "Cash Equivalents": (a) marketable direct obligations issued by, or ---------------- unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard & Poor's Ratings Services ("S&P") or P-2 by Moody's Investors Service, Inc. --- ("Moody's"), or carrying an equivalent rating by a nationally recognized --------- rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody's; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition. "C/D Assessment Rate": for any day as applied to any Base Rate Loan, ------------------- the annual assessment rate in effect on such day that is payable by a member of the Bank Insurance 6 Fund maintained by the Federal Deposit Insurance Corporation (the "FDIC") ---- classified as well-capitalized and within supervisory subgroup "B" (or a comparable successor assessment risk classification) within the meaning of 12 C.F.R. (S) 327.4 (or any successor provision) to the FDIC (or any successor) for the FDIC's (or such successor's) insuring time deposits at offices of such institution in the United States. "C/D Reserve Percentage": for any day as applied to any Base Rate ---------------------- Loan, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board, for determining the maximum reserve requirement for a Depositary Institution (as defined in Regulation D of the Board as in effect from time to time) in respect of new non-personal time deposits in Dollars having a maturity of 30 days or more. "Closing Date": the date on which the conditions precedent set forth ------------ in Section 5.1 were satisfied, which date occurred on February 5, 1999. "Code": the Internal Revenue Code of 1986, as amended from time to ---- time. "Collateral": all Property of the Loan Parties, now owned or ---------- hereafter acquired, upon which a Lien is purported to be created by any Security Document. "Commitment": as to any Lender, the sum of the Tranche A Term Loan ---------- Commitment, the Tranche B Term Loan Commitment and the Revolving Credit Commitment of such Lender. "Commitment Fee Rate": the rate per annum determined pursuant to the ------------------- Pricing Grid. "Commitment Increase Date": the date that is three Business Days ------------------------ after the Second Amendment and Restatement Effective Date. "Commonly Controlled Entity": an entity, whether or not incorporated, -------------------------- which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code. "Compliance Certificate": a certificate duly executed by a ---------------------- Responsible Officer substantially in the form of Exhibit B. "Communications Act": the Communications Act of 1934, and any ------------------ similar or successor federal statute, and the rules and regulations of the FCC thereunder, all as amended and as may be in effect from time to time. "Confidential Information Memorandum": the Confidential Information ----------------------------------- Memorandum dated November 1999 and furnished to the Lenders prior to the Second Amendment and Restatement Effective Date. 7 "Consent": the Consent, substantially in the form of Exhibit M, to be ------- executed and delivered by each Loan Party other than the Borrower on the Second Amendment and Restatement Effective Date. "Consolidated Current Assets": at any date, all amounts (other than --------------------------- cash and Cash Equivalents) which would, in conformity with GAAP, be set forth opposite the caption "total current assets" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date. "Consolidated Current Liabilities": at any date, all amounts that -------------------------------- would, in conformity with GAAP, be set forth opposite the caption "total current liabilities" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit Loans to the extent otherwise included therein. "Consolidated EBITDA": for any period, Consolidated Net Income for ------------------- such period plus, without duplication and to the extent reflected as a ---- charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non- recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (f) any other non-cash charges, and minus, to the ----- extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined on a consolidated basis; provided that for purposes of -------- calculating Consolidated EBITDA of the Borrower and its Subsidiaries for any period, (i) the Consolidated EBITDA of any Mature Tower or Person acquired by the Borrower or its Subsidiaries during such period shall be included on a pro forma basis for such period (assuming the consummation of --- ----- such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if, with respect to any acquisition of any Person, the consolidated balance sheet of such acquired Person and its consolidated Subsidiaries as at the end of the period preceding the acquisition of such Person and the related consolidated statements of income and stockholders' equity and of cash flows for the period in respect of which Consolidated EBITDA is to be calculated (x) have been previously provided to the Administrative Agent and the Lenders and (y) either (1) have been reported on without a qualification arising out of the scope of the audit by independent certified 8 public accountants of nationally recognized standing or (2) have been found acceptable by the Administrative Agent and (ii) the Consolidated EBITDA of any Person Disposed of by the Borrower or its Subsidiaries during such period shall be excluded for such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period). "Consolidated Fixed Charge Coverage Ratio": for any period, the ---------------------------------------- ratio of (a) the sum of (i) Consolidated EBITDA for such period, (ii) the Net Cash Proceeds from issuances of Capital Stock or Indebtedness during such period, (iii) the aggregate of the Available Revolving Credit Commitments, as determined in accordance with this Agreement, as of the date of the most recently ended fiscal quarter and (iv) without duplication, cash of the Borrower and its Subsidiaries as of the date of the most recently ended fiscal quarter to (b) Consolidated Fixed Charges for such period. "Consolidated Fixed Charges": for any period, the sum (without -------------------------- duplication) of (a) Consolidated Interest Expense for such period, (b) provision for cash income taxes made by the Borrower or any of its Subsidiaries on a consolidated basis in respect of such period, (c) scheduled payments made during such period on account of principal of Indebtedness of the Borrower or any of its Subsidiaries (including scheduled principal payments in respect of the Term Loans and scheduled reductions of the Revolving Credit Commitments) and (d) Capital Expenditures for such period. "Consolidated Interest Expense": for any period, total cash interest ----------------------------- expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). "Consolidated Net Income": for any period, the consolidated net ----------------------- income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be -------- excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary; provided, -------- that Consolidated Net Income shall include income from Excluded Entities only to the extent that such income is actually received by the Borrower and its Subsidiaries in cash. 9 "Consolidated Total Debt": at any date, the aggregate principal ----------------------- amount of all Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP. "Consolidated Working Capital": at any date, the excess of ---------------------------- Consolidated Current Assets on such date over Consolidated Current Liabilities on such date. "Contractual Obligation": as to any Person, any provision of any ---------------------- security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound. "Control Investment Affiliate": as to any Person, any other Person ---------------------------- that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, "control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Default": any of the events specified in Section 8, whether or not ------- any requirement for the giving of notice, the lapse of time, or both, has been satisfied. "Derivatives Counterparty": as defined in Section 7.6. ------------------------ "Developmental Tower": at any date of determination thereof, each ------------------- Tower which (a) has been operational for twelve months or a shorter period of time, (b) during such period has had, and continues to have on such date of determination, at least one broadband Acceptable Tenant under a contract having an original term of not less than five years, (c) has capacity for at least two additional broadband tenants and at least two additional narrowband tenants and (d) has not been designated by the Borrower by written notice to the Administrative Agent, as a Mature Tower. "Developmental Tower EBITDA": for any period of twelve consecutive -------------------------- calendar months, the product of (a) Adjusted EBITDA derived from Developmental Towers for the last three calendar months of such period (whether or not a fiscal quarter) and (b) four. "Disposition": with respect to any Property, any sale, lease, sale ----------- and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms "Dispose" and "Disposed of" shall have correlative ------- ----------- meanings. "Dollars" and "$": dollars in lawful currency of the United States of ------- - America. "Domestic Subsidiary": any Subsidiary of the Borrower organized ------------------- under the laws of any jurisdiction within the United States of America. 10 "Environmental Laws": any and all laws, rules, orders, regulations, ------------------ statutes, ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority having jurisdiction over the Borrower, any Subsidiary of the Borrower or any Tower, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect. "Environmental Permits": any and all permits, licenses, approvals, --------------------- registrations, notifications, exemptions and any other authorization required under any Environmental Law. "ERISA": the Employee Retirement Income Security Act of 1974, as ----- amended from time to time. "Eurocurrency Reserve Requirements": for any day as applied to a --------------------------------- Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member bank of the Federal Reserve System. "Eurodollar Base Rate": with respect to each day during each Interest -------------------- Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the "Eurodollar Base Rate" for -------------------- purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein. "Eurodollar Loans": Loans the rate of interest applicable to which is ---------------- based upon the Eurodollar Rate. 11 "Eurodollar Rate": with respect to each day during each Interest --------------- Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%): Eurodollar Base Rate ----------------------------------- 1.00 - Eurocurrency Reserve Requirements "Eurodollar Tranche": the collective reference to Eurodollar Loans ------------------ the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Eurodollar Loans shall originally have been made on the same day). "Event of Default": any of the events specified in Section 8, ---------------- provided that any requirement for the giving of notice, the lapse of time, -------- or both, has been satisfied. "Excess Cash Flow": for any fiscal year of the Borrower, the excess, ---------------- if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal year, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such fiscal year, (iv) an amount equal to the aggregate net non-cash loss on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income and (v) the net increase during such fiscal year (if any) in deferred tax accounts of the Borrower over (b) the sum, without ---- duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Credit Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Credit Commitments and all optional prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including, without limitation, the Term Loans) of the Borrower and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) increases in Consolidated Working Capital for such fiscal year, (vi) an amount equal to the aggregate net non-cash gain on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, and (vii) the net decrease during such fiscal year (if any) in deferred tax accounts of the Borrower. "Excess Cash Flow Application Date": as defined in Section 2.10(c). --------------------------------- 12 "Excluded Entities": SBA Brazil and Metro Joint Venture, L.C. (or ----------------- such other partnership, limited liability company or other entity formed by and between SBA Towers New York, Inc. and Site Tech, Inc.) "Excluded Foreign Subsidiaries": any Foreign Subsidiary in respect of ----------------------------- which either (i) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower. "Existing Credit Agreement": as defined in the Recitals. ------------------------- "FAA": the Federal Aviation Administration, and any successor agency --- of the United States Government exercising substantially equivalent powers. "Facility": each of (a) the Tranche A Term Loan Commitments and the -------- Tranche A Term Loans made thereunder (the "Tranche A Term Loan Facility"), ---------------------------- (b) the Tranche B Term Loan Commitments and the Tranche B Term Loans made thereunder (the "Tranche B Term Loan Facility") and (c) the Revolving ---------------------------- Credit Commitments and the extensions of credit made thereunder (the "Revolving Credit Facility"). -------------------------- "FCC": the Federal Communications Commission, and any successor --- agency of the United States Government exercising substantially equivalent powers. "Federal Funds Effective Rate": for any day, the weighted average of ---------------------------- the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Reference Lender from three federal funds brokers of recognized standing selected by it. "Foreign Subsidiary": any Subsidiary of the Borrower that is not a ------------------ Domestic Subsidiary. "Funded Debt": as to any Person, all Indebtedness of such Person of ----------- the types described in clauses (a) through (e) of the definition of "Indebtedness" in this Section. "Funding Office": the office designated from time to time by the -------------- Administrative Agent, by written notice to the Borrower and the Lenders, as the Funding Office. "GAAP": generally accepted accounting principles in the United ---- States of America as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to Section 4.1(b). 13 "Governmental Authority": any nation or government, any state or ---------------------- other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Guarantee and Collateral Agreement": the Guarantee and Collateral ---------------------------------- Agreement executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor on the Closing Date, a copy of which is attached as Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time. "Guarantee Obligation": as to any Person (the "guaranteeing person"), -------------------- ------------------- any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "primary obligations") of any other third Person ------------------- (the "primary obligor") in any manner, whether directly or indirectly, --------------- including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, -------- however, that the term Guarantee Obligation shall not include endorsements ------- of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. "Guarantors": the collective reference to Holdings and the Subsidiary ---------- Guarantors. "Hedge Agreements": all interest rate swaps, caps or collar ---------------- agreements or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies. 14 "Indebtedness": of any Person at any date, without duplication, (a) ------------ all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than performance bonds and other obligations of a like nature incurred in the ordinary course of such Person's business), (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) for the purposes of Section 8(e) only, all obligations of such Person in respect of Hedge Agreements and (k) the liquidation value of any preferred Capital Stock of such Person or its Subsidiaries held by any Person other than such Person and its Wholly Owned Subsidiaries. "Indemnified Liabilities": as defined in Section 10.5. ----------------------- "Indemnitee": as defined in Section 10.5. ---------- "Initial Tower Report": the report of Arthur Andersen LLP, -------------------- independent certified public accountants of Holdings, dated November 30, 1998 stating that the procedures that such accountants used to verify information with respect to leases in existence for Developmental Towers and Mature Towers and which report (i) demonstrated that Total Tower Revenue for the eleven months ended November 30, 1998 was at least $10,500,000 and that total Tower gross profit for such period was at least $4,000,000, (ii) confirmed that on the last day of such period there were at least 418 Towers, (iii) confirmed the total number of tenants on the Towers on the last day of such period and (iv) confirmed such other information as reasonably requested by the Administrative Agent. "Initial Tower Report Supplement": the report of Arthur Andersen LLP ------------------------------- supplementing the Initial Tower Report which(a) verified cash collections of the Borrower in respect of a statistical sample of Towers, and describe the methods and procedures used for such verification and (b) verified that Towers classified by the Borrower as Developmental Towers met the criteria specified in the definition of 15 "Developmental Towers" in this Section 1.1 at the time such Towers were so classified by the Borrower. "Insolvency": with respect to any Multiemployer Plan, the condition ---------- that such Plan is insolvent within the meaning of Section 4245 of ERISA. "Insolvent": pertaining to a condition of Insolvency. --------- "Intellectual Property": the collective reference to all rights, --------------------- priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. "Interest Payment Date": (a) as to any Base Rate Loan, the last day --------------------- of each March, June, September and December to occur while such Base Rate Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Credit Loan that is a Base Rate Loan), the date of any repayment or prepayment made in respect thereof, including without limitation, the Prepayment Date. "Interest Period": as to any Eurodollar Loan, (a) initially, the --------------- period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to -------- Interest Periods are subject to the following: (i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; (ii) any Interest Period in respect of Revolving Credit Loans that would otherwise extend beyond the Revolving Credit Termination Date shall end on the 16 Revolving Credit Termination Date, and any Interest Period in respect of Tranche A Term Loans or Tranche B Term Loans that would otherwise extend beyond the applicable final maturity date therefor shall end on such final maturity date; (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and (iv) the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan. "Investments": as defined in Section 7.8. ----------- "Issuing Lender": Toronto Dominion (Texas), Inc., in its capacity as -------------- issuer of any Letter of Credit. "LBI": as defined in the preamble thereto. --- "L/C Commitment": $25,000,000. -------------- "L/C Fee Payment Date": the last day of each March, June, September -------------------- and December and the last day of the Revolving Credit Commitment Period. "L/C Obligations": at any time, an amount equal to the sum of (a) the --------------- aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5. "L/C Participants": the collective reference to all the Revolving ---------------- Credit Lenders other than the Issuing Lender. "Lender Addendum": with respect to any Lender which became a party --------------- hereto on the Closing Date, a Lender Addendum, substantially in the form of Exhibit I, executed and delivered by such Lender on the Closing Date as provided in Section 10.17. "Lenders": as defined in the preamble hereto. ------- "Letters of Credit": as defined in Section 3.1(a). ----------------- "Lien": any mortgage, pledge, hypothecation, assignment, deposit ---- arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention 17 agreement and any capital lease having substantially the same economic effect as any of the foregoing). "Loan": any loan made by any Lender pursuant to this Agreement. ---- "Loan Documents": this Agreement, the Security Documents, the -------------- Applications and the Notes. "Loan Parties": Holdings, the Borrower and each Subsidiary of the ------------ Borrower which is a party to a Loan Document. "Majority Facility Lenders": with respect to any Facility, the ------------------------- holders of more than 50% of the aggregate unpaid principal amount of the Tranche A Term Loans, the Tranche B Term Loans or the Total Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Credit Facility, prior to any termination of the Revolving Credit Commitments, the holders of more than 50% of the Total Revolving Credit Commitments). "Majority Revolving Credit Facility Lenders": the Majority Facility ------------------------------------------ Lenders in respect of the Revolving Credit Facility. "Material Adverse Effect": a material adverse effect on (a) the ----------------------- business, assets, property, condition (financial or otherwise) or prospects of Holdings, the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Agents or the Lenders hereunder or thereunder. "Material Environmental Amount": an amount or amounts payable by the ----------------------------- Borrower and/or any of its Subsidiaries, in the aggregate in excess of $1,000,000, for: costs to comply with any Environmental Law; costs of any investigation, and any remediation, of any Material of Environmental Concern; and compensatory damages (including, without limitation damages to natural resources), punitive damages, fines, and penalties pursuant to any Environmental Law; provided that any amounts expended for environmental -------- site assessments pursuant to customary due diligence conducted in connection with the acquisition of towers and/or tower sites shall be excluded from the calculation of any Material Environmental Amount. "Materials of Environmental Concern": any gasoline or petroleum ---------------------------------- (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could give rise to liability under any Environmental Law. "Mature Tower": any Tower other than a Developmental Tower. ------------ 18 "Mature Tower EBITDA": for any period of twelve consecutive calendar ------------------- months, the product of (a) Adjusted EBITDA derived for the last three calendar months of such period (whether or not a fiscal quarter) from Mature Towers, from the Borrower's lease/sublease business (excluding revenue derived from Developmental Towers) and the Borrower's businesses of leasing antennae space on buildings and managing towers and antennae space on buildings owned by others and (b) four. "Mortgaged Properties": the real properties upon which the -------------------- Administrative Agent for the benefit of the Lenders has been or shall be granted a Lien pursuant to the Mortgages. "Mortgage Requirement": the requirement that, within 60 days after -------------------- the end of each fiscal quarter there shall have been executed, and delivered to the appropriate recording offices, Mortgages (i) covering Towers which during such fiscal quarter most recently ended contributed at least 80% of Total Tower Revenue (excluding revenue from the Borrower's lease/sublease business) and (ii) Developmental Towers on such date which constitute at least 80% in number of all Developmental Towers on such date (it being understood that the Borrower will execute and deliver Mortgages within 60 days of the Second Amendment and Restatement Effective Date based upon Total Tower Revenue and number of Developmental Towers as of September 30, 1999); all of the foregoing to be accomplished pursuant to the procedures set forth in Annex C). "Mortgages": each of the mortgages and deeds of trust made by any --------- Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit D (with such changes thereto as shall be advisable under the law of the jurisdiction of in which such mortgage or deed of trust is to be recorded), as the same may be amended, supplemented or otherwise modified from time to time. "Multiemployer Plan": a Plan that is a multiemployer plan as defined ------------------ in Section 4001(a)(3) of ERISA. "Net Cash Proceeds": (a) in connection with any Asset Sale or any ----------------- Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys' fees, accountants' fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses (including commissions, transfer taxes and other customary expenses) actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of equity securities or debt securities or 19 instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other customary fees and expenses (including commissions, transfer taxes and other customary expenses) actually incurred in connection therewith. "Non-Excluded Taxes": as defined in Section 2.18(a). ------------------ "Non-Tower EBITDA": for any period of twelve consecutive calendar ---------------- months, the difference of (i) Adjusted EBITDA for such period minus (ii) the sum of (a) Developmental Tower EBITDA for such period plus (b) Mature Tower EBITDA for such period. "Non-U.S. Lender": as defined in Section 2.18(d). --------------- "Notes": the collective reference to any promissory note evidencing ----- Loans. "Obligations": the unpaid principal of and interest on (including, ----------- without limitation, interest accruing after the maturity of the L