Exhibit 10.66B
SECOND AMENDMENT
SECOND AMENDMENT, dated as of
April 13, 2009 (this “ Amendment ”), to the
Credit Agreement, dated as of January 18, 2008, as amended by
the First Amendment dated as of July 18, 2008 (as amended,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”), among SBA Senior Finance, Inc.
(the “ Borrower ”), the several banks and other
financial institutions or entities from time to time parties
thereto (the “ Lenders ”), Toronto Dominion
(Texas) LLC, as administrative agent (in such capacity, the “
Administrative Agent ”) and the other agents parties
thereto.
W I T N E S
S E T H :
WHEREAS, the Borrower, SBA
Telecommunications, Inc. (“ Holdings ”) and SBA
Communications Corporation (the “ Parent ”) have
requested that the Lenders agree to effect certain modifications to
the Credit Agreement as described herein; and
WHEREAS, the Lenders are willing,
subject to the terms and conditions set forth herein, to so amend
the Credit Agreement.
NOW THEREFORE, in consideration of
the premises and mutual covenants hereinafter set forth, the
parties hereto agree as follows:
SECTION 1. Definitions .
Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
SECTION 2. Amendment of the
Credit Agreement . The Credit Agreement is hereby amended,
effective as of the Second Amendment Effective Date (as defined
below), as follows:
Amendments to
Section 1.1 .
Section 1.1 of the Credit Agreement is hereby amended as
follows:
(a) by inserting the following new
definition in appropriate alphabetical order:
“ Refinancing ”:
a refinancing, including with respect to the Convertible Senior
Notes the issuance of Indebtedness, a portion of the cash proceeds
of which in an amount not less than the principal amount, from time
to time, of the Convertible Senior Notes not held by a Loan Party
at such time and the interest accruing thereon from the date of
issuance of such Indebtedness to December 1, 2010 (such
portion, the “ Convertible Senior Notes Deposit Amount
”) are deposited and maintained (and which the Loan Parties
agree to maintain so long as any Convertible Senior Notes remain
outstanding) with U.S. Bank National Association (or any successor
thereto as trustee under the Convertible Senior Notes Indenture) or
another financial institution reasonably acceptable to the
Administrative Agent (the “ Deposit Agent ”)
pursuant to an account control agreement reasonably acceptable to
the Administrative Agent (a) providing for irrevocable payment
instructions by the Parent to the Deposit Agent that, so long as
any Obligations remain outstanding or the Revolving
Credit
Commitment remains in effect, the
Convertible Senior Notes Deposit Amount shall be applied only to
the payment in full of the principal of and accrued interest on the
Convertible Senior Notes and pending such application shall be
invested in Cash Equivalents and (b) containing a customary
waiver by the Deposit Agent of set-off rights with respect to the
Convertible Senior Notes Deposit Amount.
(b) by adding the following language
at the end of the definition of Consolidated Total Net
Debt:
“and the Convertible Senior
Notes Deposit Amount”
(c) by deleting the word
“refinancings” in the definition of Revolving Credit
Termination Date and substituting in lieu thereof the word
“Refinancings”.
SECTION 3. Effectiveness .
This Amendment shall become effective as of the date (the “
Second Amendment Effective Date ”) on which the
following conditions have been satisfied:
(a) The Administrative Agent (or its
counsel) shall have received duly executed and completed
counterparts hereof (in the form provided and specified by the
Administrative Agent) that, when taken together, bear the
signatures of (x) the Borrower and (y) the Required
Lenders.
(b) To the extent invoiced, the
Administrative Agent shall have received payment or reimbursement
of its reasonable out-of-pocket costs and expenses in connection
with this Amendment and any other out-of-pocket costs or expenses
of the Administrative Agent required to be paid or reimbursed
pursuant to the Credit Agreement, including the reasonable fees,
charges and disbursements of counsel for the Administrative
Agent.
(c) No Default or Event of Default
shall have occurred and be continuing under the Credit
Agreement.
(d) All representations and
warranties set forth in Section 4 of the Credit Agreement
shall be true and correct in all material respects, except to the
extent such representations and warranties expressly relate to an
earlier date (in which case such representations and warranties
shall have been true and correct in all material respects as of
such earlier date).
SECTION 4. Representations and
Warranties . To induce the other parties hereto to enter into
this Amendment, the Borrower hereby represents and warrants to each
of the Lenders that each of the representations and warranties set
forth in Section 4
