8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) April 17, 2017

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)

Florida	001-16853	65-0716501
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8051 Congress Avenue Boca Raton, FL	33487
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (561) 995-7670

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

Issuance of 2017-1 Tower Securities

On April 17, 2017, pursuant to the terms of a Purchase Agreement (the “Purchase Agreement”) by and among SBA Senior Finance, LLC, an indirect subsidiary of SBA Communications Corporation (the “Company”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Barclays Capital Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several initial purchasers named on Schedule I thereto (the “Initial Purchasers”), SBA Tower Trust (the “Trust”), a New York common law trust established by SBA Depositor LLC, an indirect subsidiary of the Company (“SBA Depositor”), issued, and the Initial Purchasers purchased, $760 million principal amount of Secured Tower Revenue Securities, Series 2017-1C (the “2017-1C Tower Securities”).

The 2017-1C Tower Securities have an anticipated repayment date of April 11, 2022, a final maturity date of April 9, 2047 and an interest rate of 3.168% per annum. The 2017-1C Tower Securities are guaranteed by SBA Guarantor LLC (“SBA Guarantor”), SBA Holdings LLC, SBA GC Holdings, LLC, SBA GC Parent I, LLC and SBA GC Parent II, LLC, each an indirect subsidiary of the Company.

The net proceeds from this offering were approximately $750.7 million, after deducting initial purchasers’ discounts and expenses. Net proceeds from this offering were used to make a cash distribution to SBA Guarantor which further distributed or contributed such amount to one or more other SBA entities to be used (1) to prepay $611.6 million aggregate principal amount, including accrued and unpaid interest, of the Secured Tower Revenue Securities, Series 2012-1C (the “2012-1C Tower Securities”) and (2) for general corporate purposes.

To satisfy the applicable risk retention requirements of Regulation RR promulgated under the Securities Exchange Act of 1934, as amended (the “Risk Retention Rules”), the Trust issued, and SBA Guarantor, an affiliate of SBA Depositor, purchased, $40 million principal amount of Secured Tower Revenue Securities, Series 2017-1R (the “Retention Securities” and, together with the 2017-1C Tower Securities, the “2017-1 Tower Securities”) in order to retain an “eligible horizontal residual interest” (as defined in the Risk Retention Rules) in an amount equal to at least 5% of the fair value of the offered and retained securities. The Retention Securities have an anticipated repayment date of April 11, 2022, a final maturity date of April 9, 2047 and an interest rate of 4.459% per annum.

Third Loan Supplement and Amendment to the Loan and Security Agreement

In connection with the issuance of the 2017-1 Tower Securities, the parties entered into a Third Loan and Security Agreement Supplement and Amendment, dated April 17, 2017 (the “Third Loan Supplement and Amendment”), which supplemented and amended the Second Amended and Restated Loan and Security Agreement, dated October 15, 2014 (the “Loan and Security Agreement”). The Third Loan Supplement and Amendment was entered into by SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA GC Towers, LLC, SBA Towers VII, LLC, SBA Towers V, LLC, and SBA Towers VI, LLC (the “Borrowers”) and Midland Loan Services, a Division of PNC Bank, National Association, as servicer on behalf of the Trustee.

Pursuant to the Third Loan Supplement and Amendment, among other things, (i) the outstanding principal amount of the mortgage loan was increased by $800 million (or by a net of $190 million after giving effect to the prepayment of the 2012-1C Tower Securities) and (ii) the Borrowers became jointly and severally liable for the aggregate $4.87 billion borrowed under the mortgage loan (the “Mortgage Loan”) corresponding to the 2013-1C Tower Securities, 2013-2C Tower Securities, 2013-1D Tower Securities, 2014-1C Tower Securities, 2014-2C Tower Securities, 2015-1C Tower Securities, 2016-1C Tower Securities, and the newly issued 2017-1 Tower Securities (together the “Tower Securities”). In addition, the Third Loan Supplement and Amendment modified the Loan and Security Agreement to reflect that the Retention Securities (1) are excluded for purposes of calculating the coverage ratios, (2) are not subject to certain covenants, including additional prepayment consideration and interest, and (3) will not subject to an event of default if not repaid by the due date.

The Mortgage Loan is the sole asset of the Trust. The aggregate principal amount of the loan components outstanding under the Mortgage Loan is $4.87 billion, comprised of (1) the $425 million loan component with the same terms and conditions as the 2013-1C Tower Securities, (2) the $330 million loan component with the same terms and conditions as the 2013-1D Tower Securities, (3) the $575 million loan component with the same terms and conditions as the 2013-2C Tower Securities, (4) the $920 million loan component with the same terms and conditions as the 2014-1 Tower Securities, (5) the $620 million loan component with the same terms and conditions as the 2014-2 Tower Securities, (6) the $500 million loan component with the same terms and conditions as the 2015-1C Tower Securities, (7) the $700 million loan component with the same terms and conditions as the 2016-1C Tower Securities, (8) the $760 million loan component with the same terms and conditions as the 2017-1C Tower Securities and (9) the $40 million loan component with the same terms and conditions as the Retention Securities.

The Mortgage Loan underlying the Tower Securities is to be repaid from the operating cash flows from the aggregate 10,453 tower sites owned by the Borrowers. The Mortgage Loan is secured by (1) mortgages, deeds of trust and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the towers and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary of the Company, is entitled to receive a management fee for its services as manager equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The Borrowers may prepay the $760 million loan corresponding to the 2017-1C Tower Securities with no prepayment consideration (1) within twelve months of the anticipated repayment date, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the $760 million loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration consists of an amount equal to the excess, if any, of (i) the present value associated with the portion of the principal balance of the $760 million loan being prepaid, calculated in accordance with the formula set forth in the Third Loan Supplement and Amendment, on the date of prepayment of all future installments of principal and interest required to be paid from the date of prepayment to and including the first due date within twelve months of the anticipated repayment date of the 2017-1C Tower Securities over (ii) that portion of the principal balance prepaid on the date of such prepayment.

To the extent that the loan corresponding to the 2017-1C Tower Securities is not fully repaid by the anticipated repayment date, the interest rate will increase by the greater of (i) 5% and (ii) the amount, if any, by which the sum of (x) the ten-year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the Third Loan Supplement and Amendment) plus (z) 5%, exceeds such interest rate. Except as set forth herein, all other material terms and conditions of the Mortgage Loan remain unchanged.

Relationships

The Company and certain of its affiliates have previously entered into commercial financial arrangements with each of the Initial Purchasers, and/or their respective affiliates, and each of these entities and/or its affiliates has in the past provided financial, advisory, investment banking and other services to the Company and its affiliates, including (1) serving as a lender and/or in other related capacities in connection with the Senior Credit Agreement and the various term loans and revolving credit facility under the Senior Credit Agreement and (2) as a book runner and/or as an initial purchaser for our various series of Secured Tower Revenue Securities. Certain of the Initial Purchasers or their affiliates may hold from time to time a portion of the 2012-1C Tower Securities and, accordingly, may receive a portion of the net proceeds of this offering. In addition, each of Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Bank, Ltd., Wells Fargo Securities, LLC, and TD Securities (USA) LLC served as a book runner and/or an initial purchaser for our various series of Senior Notes.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.12C	Third Loan and Security Agreement Supplement and Amendment, dated as of April 17, 2017, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SBA COMMUNICATIONS CORPORATION
By:	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Executive Vice President and Chief Financial Officer

Date: April 21, 2017

EX-10.12(C)

Exhibit 10.12

EXECUTION VERSION

THIRD

LOAN AND SECURITY AGREEMENT SUPPLEMENT AND AMENDMENT

among

SBA PROPERTIES, LLC,

SBA SITES, LLC,

SBA STRUCTURES, LLC,

SBA INFRASTRUCTURE, LLC,

SBA MONARCH TOWERS III, LLC,

SBA 2012 TC ASSETS PR, LLC,

SBA 2012 TC ASSETS, LLC,

SBA TOWERS IV, LLC,

SBA MONARCH TOWERS I, LLC,

SBA TOWERS USVI, INC.,

SBA GC TOWERS, LLC,

SBA TOWERS VII, LLC

SBA TOWERS V, LLC

SBA TOWERS VI, LLC

as Closing Date Borrowers,

and

MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee

dated as of April 17, 2017

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions.	2
ARTICLE II 2017-1C COMPONENT AND 2017-1R COMPONENT DETAILS
Section 2.01	2017-1C Component and 2017-1R Component Details.	3
ARTICLE III MORTGAGE LOAN INCREASE
Section 3.01	Loan Increase.	5
Section 3.02	Use of Proceeds.	6
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWERS
Section 4.01	Representations and Warranties.	6
Section 4.02	Amendments to Exhibits and Schedules to the Loan Agreement.	6
ARTICLE V AMENDMENTS TO THE LOAN AGREEMENT
Section 5.01	Definitions.	7
Section 5.02	Interest.	7
Section 5.03	Payment of Principal and Interest.	7
Section 5.04	Prepayment.	7
Section 5.05	Event of Default.	8
Section 5.06	Cash Management Agreement.	8

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ARTICLE VI
GENERAL PROVISIONS
Section 6.01	Governing Law.	8
Section 6.02	Severability.	8
Section 6.03	Counterparts.	8
ARTICLE VII
APPLICABILITY OF THE LOAN AGREEMENT
Section 7.01	Applicability.	8

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THIRD LOAN AND SECURITY AGREEMENT SUPPLEMENT AND AMENDMENT

THIRD LOAN AND SECURITY AGREEMENT SUPPLEMENT AND AMENDMENT (this “Loan Agreement Supplement”), dated as of April 17, 2017, and entered into by and among SBA PROPERTIES, LLC (“SBA Properties”), SBA SITES, LLC, a Delaware limited liability company (“SBA Sites”), SBA STRUCTURES, LLC, a Delaware limited liability company (“SBA Structures”), SBA INFRASTRUCTURE, LLC, a Delaware limited liability company (“SBA Infrastructure”), SBA MONARCH TOWERS III, LLC, a Delaware limited liability company (“SBA Monarch III”), SBA 2012 TC ASSETS PR, LLC, a Delaware limited liability company (“SBA TC PR”), SBA 2012 TC ASSETS, LLC, a Delaware limited liability company (“SBA TC”), SBA TOWERS IV, LLC, a Delaware limited liability company (“SBA Towers IV”), SBA MONARCH TOWERS I, LLC, a Delaware limited liability company (“SBA Monarch I”), SBA TOWERS USVI, INC., a U.S. Virgin Islands corporation (“SBA USVI”), SBA GC TOWERS, LLC, a Delaware limited liability company (“SBA GC”), SBA TOWERS VII, LLC, a Delaware limited liability company (“SBA Towers VII”), SBA TOWERS V, LLC, a Delaware limited liability company (“SBA Towers V”) and SBA TOWERS VI, LLC, a Delaware limited liability company (“SBA Towers VI” and, collectively with SBA Properties, SBA Sites, SBA Structures, SBA Infrastructure, SBA Monarch III, SBA TC PR, SBA TC, SBA Towers IV, SBA Monarch I, SBA USVI, SBA GC, SBA Towers VII and SBA Towers V, the “Closing Date Borrowers” and, each individually, a “Closing Date Borrower”), and MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as servicer (the “Servicer”), on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (the “Trustee”) under that certain Amended and Restated Trust and Servicing Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Trust Agreement”) dated as of October 15, 2014 among SBA DEPOSITOR LLC (the “Depositor”), the Servicer and the Trustee.

RECITALS

WHEREAS, the Closing Date Borrowers are the Borrowers under a Second Amended and Restated Loan and Security Agreement, dated as of October 15, 2014, as supplemented and amended by the First Loan and Security Agreement Supplement and Amendment, dated as of October 14, 2015 and the Second Loan and Security Agreement Supplement, dated as of July 7, 2016 (the “Loan Agreement”), among the Closing Date Borrowers and the Servicer on behalf of the Trustee;

WHEREAS, pursuant to Section 3.2 of the Loan Agreement, the Closing Date Borrowers desire to effect a Loan Increase in an amount equal to $800,000,000 (the “Third Mortgage Loan Increase”), in the form of (i) one (1) component in an amount equal to $760,000,000 designated as the 2017-1C Component (the “2017-1C Component”) and (ii) one (1) component in an amount equal to $40,000,000 designated as the 2017-1R Component (the “2017-1R Component”), and the Lender has agreed to the Third Mortgage Loan Increase and to advance the amount of the Third Mortgage Loan Increase;

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WHEREAS, each of the 2017-1C Component and the 2017-1R Component constitutes a Component as defined in the Loan Agreement;

WHEREAS, the Closing Date Borrowers and the Lender have agreed to certain amendments to the Loan Agreement in accordance with Section 14.3 thereof;

WHEREAS, the Closing Date Borrowers and the Lender intend these recitals to be a material part of this Loan Agreement Supplement; and

WHEREAS, all things necessary to make this Loan Agreement Supplement the valid and legally binding obligation of the Closing Date Borrowers in accordance with its terms, for the uses and purposes herein set forth, have been done and performed.

NOW, THEREFORE, it is mutually covenanted and agreed as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions. All defined terms used herein and not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. All words and phrases defined in the Loan Agreement shall have the same meanings in this Loan Agreement Supplement, except as otherwise appears in this Article. In addition, the following terms have the following meanings in this Loan Agreement Supplement unless the context clearly requires otherwise:

“2017-1C Component” shall have the meaning ascribed to it in the Recitals hereto.

“2017-1C Note” shall have the meaning ascribed to it in Section 3.01(b) hereof.

“2017-1C Securities” shall mean the Series 2017-1C securities issued by the SBA Tower Trust pursuant to the Trust Agreement corresponding to the 2017-1C Component.

“2017-1R Component” shall have the meaning ascribed to it in the Recitals hereto.

“2017-1R Note” shall have the meaning ascribed to it in Section 3.01(b) hereof.

“2017-1R Securities” shall mean the Series 2017-1R securities issued by the SBA Tower Trust pursuant to the Trust Agreement corresponding to the 2017-1R Component.

“Additional Closing Date” shall mean April 17, 2017.

“Anticipated Repayment Date” shall have the meaning ascribed to it in Section 2.01(a)(iv) hereof.

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“Component Rate” shall mean, for each of the 2017-1C Component and the 2017-1R Component, the applicable rate per annum set forth in respect of such Component in Section 2.01(a)(i) hereof.

“Loan Agreement” shall have the meaning ascribed to it in the Recitals hereto.

“Maturity Date” shall mean the date set forth in Section 2.01(a)(iii) hereof.

“Mortgage File” shall have the meaning ascribed to it in the Trust Agreement.

“Post-ARD Additional Interest Rate” shall have the meaning ascribed to it in Section 2.01(a)(ii) hereof.

“Third Mortgage Loan Increase” shall have the meaning ascribed to it in the Recitals hereto.

“Yield Maintenance” shall have the meaning ascribed to it in Section 2.01(a)(iv) hereof.

Words importing the masculine gender include the feminine gender. Words importing persons include firms, associations and corporations. Words importing the singular number include the plural number and vice versa. Additional terms are defined in the body of this Loan Agreement Supplement.

In the event that any term or provision contained herein with respect to the 2017-1C Component or the 2017-1R Component shall conflict with or be inconsistent with any term or provision contained in the Loan Agreement, the terms and provisions of this Loan Agreement Supplement shall govern.

ARTICLE II

2017-1C COMPONENT AND 2017-1R COMPONENT DETAILS

Section 2.01 2017-1C Component and 2017-1R Component Details. (a) Except as otherwise set forth below, each of the 2017-1C Component and the 2017-1R Component authenticated and delivered under this Loan Agreement Supplement shall consist of one (1) Component having:

(i) The designation, the initial Component Principal Balance and the Component Rate set forth below.

Component	Initial Component Principal Balance		Component Rate
2017-1C Component	$	760,000,000		3.168	%
2017-1R Component	$	40,000,000		4.459	%

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(ii) With respect to the 2017-1C Component only, Post-ARD Additional Interest Rate determined by the Servicer to be the greater of (i) five percent (5%) and (ii) the amount, if any, by which the sum of the following exceeds the Component Rate for the 2017-1C Component: (x) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry Association) on the Anticipated Repayment Date for the 2017-1C Component, of the United States Treasury Security having a term closest to ten (10) years plus (y) 1.30% plus (z) five percent (5%). No Post-ARD Additional Interest will accrue with respect to the 2017-1R Component.

(iii) A Maturity Date which is the Due Date occurring in April 2047 or such earlier date on which the final payment of principal of the Notes becomes due and payable as provided in the Loan Agreement, whether at such Maturity Date, by acceleration, or otherwise.

(iv) With respect to the 2017-1C Component only, Yield Maintenance in an amount equal to the excess, if any, of (i) the present value as of the date of prepayment (by acceleration or otherwise) of all future installments of principal and interest that the Closing Date Borrowers would otherwise be required to pay on the 2017-1C Component (or portion thereof) on the related Due Date from the date of such prepayment to and including the first Due Date that occurs twelve months prior to the Anticipated Repayment Date for the 2017-1C Component absent such prepayment, assuming the entire unpaid Principal Amount of the 2017-1C Component is required to be paid on such Due Date, with such present value determined by the use of a discount rate equal to the sum of (x) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry Association), on the Due Date relating to the date of such prepayment, of the United States Treasury Security having the maturity closest to the Distribution Date that occurs twelve months prior to the Assumed Final Distribution Date related to the Due Date in April 2022 (such date with respect to each of the 2017-1C Component and the 2017-1R Component, the “Anticipated Repayment Date”) for the 2017-1C Component plus (y) 0.50% over (ii) the Component Principal Balance of the 2017-1C Component (or portion thereof) on the date of such prepayment. No Yield Maintenance is payable in connection with any prepayment of the 2017-1C Component that occurs less than twelve months prior to the Anticipated Repayment Date for the 2017-1C Component. No Yield Maintenance is payable in connection with any repayment of the 2017-1R Component at any time.

(v) Interest shall accrue on each of the (i) 2017-1C Component and the corresponding 2017-1C Note and (ii) 2017-1R Component and the corresponding 2017-1R Note, from and including the Additional Closing Date.

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(b) There are no scheduled principal payments in respect of either the 2017-1C Component or the 2017-1R Component, and the Closing Date Borrowers shall not be required to pay any principal of the 2017-1C Component or the 2017-1R Component prior to the Anticipated Repayment Date, other than after the occurrence and during the continuation of an Amortization Period or an Event of Default as provided in the Loan Agreement or as otherwise required under the terms of the Loan Documents.

ARTICLE III

MORTGAGE LOAN INCREASE

Section 3.01 Loan Increase. (a) Pursuant to Section 3.2 of the Loan Agreement, the Lender and the Closing Date Borrowers agree to the Third Mortgage Loan Increase corresponding to the 2017-1C Component and the 2017-1R Component.

(b) On the Additional Closing Date, each Closing Date Borrower shall execute and deliver to the Trustee (i) a promissory note payable to the order of the Trustee evidencing the 2017-1C Component, in the initial principal amount equal to $760,000,000 (the “2017-1C Note”) and (ii) a promissory note payable to the order of the Trustee evidencing the 2017-1R Component, in the initial principal amount equal to $40,000,000 (the “2017-1R Note”). Each of the 2017-1C Note and the 2017-1R Note shall bear interest on the unpaid principal amount thereof at the applicable Component Rate set forth in respect of such Component in Section 2.01(a)(i) hereof and mature on the Maturity Date set forth in Section 2.01(a)(iii) hereof.

(c) The Closing Date Borrowers hereby agree that they will deliver to and deposit with, or cause to be delivered to and deposited with, the Servicer, on or before the Additional Closing Date (or, if any of the following items are not in the actual possession of the Closing Date Borrowers, as soon as reasonably practical, but in any event within 90 days after the Additional Closing Date): (i) the documents with respect to the Third Mortgage Loan Increase required for the Mortgage File (other than the 2017-1C Note and the 2017-1R Note referred to in Section 3.01(b) hereof) and (ii) originals or copies of all other documents, certificates and opinions in the possession or under the control of the Closing Date Borrowers with respect to the Third Mortgage Loan Increase that are necessary for the ongoing servicing and administration of the Loan.

(d) The Closing Date Borrowers hereby represent and warrant to the Lender that each condition of Section 3.2 of the Loan Agreement in respect of the Third Mortgage Loan Increase has been satisfied, as of the Additional Closing Date, including the delivery to:

(i) the Servicer of an opinion of counsel satisfying the requirements of Section 3.2(A)(vi) of the Loan Agreement;

(ii) the Trustee of the list required to be delivered pursuant to Section 3.2(A)(x) of the Loan Agreement of the Mortgaged Sites encumbered by Deeds of Trust being amended in connection with the Third Mortgage Loan Increase, identified by Site number, together with such other information with respect to such Mortgaged Sites as shall have been reasonably requested by the Trustee; and

(iii) the Servicer of an Officer’s Certificate dated as of the Additional Closing Date to the effect set forth in Section 3.2(B) of the Loan Agreement.

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(e) The parties hereto agree that the Additional Closing Date is an Allocated Loan Amount Determination Date, pursuant to Section 11.8 of the Loan Agreement, the Servicer has determined the Allocated Loan Amounts for each Site after giving effect to the Third Mortgage Loan Increase, as described herein, based on information provided to it by the Manager, and until any subsequent Allocated Loan Amount Determination Date, such Allocated Loan Amounts shall be as set forth on Exhibit B hereto.

Section 3.02 Use of Proceeds. The proceeds from the sale of the 2017-1C Securities and the 2017-1R Securities shall be used to fund the Third Mortgage Loan Increase and the proceeds of the Third Mortgage Loan Increase shall be used to (i) prepay the 2012-1C Component, including accrued and unpaid interest thereon, (ii) pay all recording fees and taxes, reasonable out of pocket costs and expenses incurred by the Lender, including reasonable legal fees and expenses of counsel to the Lender, and other costs and expenses approved by the Lender (which approval will not be unreasonably withheld or delayed) related to the 2017-1C Component and the 2017-1R Component; (iii) pay all fees and expenses incurred by the Closing Date Borrowers; and (iv) make a cash distribution to the Guarantor.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWERS

Section 4.01 Representations and Warranties. (a) Each Closing Date Borrower hereby represents and warrants to the Lender that, as to itself and its Sites, each of the representations and warranties set forth in Article IV of the Loan Agreement is true as of the Additional Closing Date.

(b) Each of the Closing Date Borrowers hereby represents and warrants to the Lender that each condition of Section 3.2 of the Loan Agreement and Section 3.25 of the Trust Agreement have been satisfied as of the Additional Closing Date.

Section 4.02 Amendments to Exhibits and Schedules to the Loan Agreement.

(a) The parties hereto agree that Exhibits B, C and D of the Loan Agreement are hereby deleted in their entirety and replaced by Exhibits B, C and D hereto.

(b) The parties hereto agree that Schedules 4.25, 4.26 and 4.27 of the Loan Agreement are hereby deleted in their entirety and replaced by Schedules 4.25, 4.26 and 4.27, respectively, hereto.

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ARTICLE V

AMENDMENTS TO THE LOAN AGREEMENT

Section 5.01 Definitions. The parties hereto agree that each of the following definitions are hereby incorporated in alphabetical order into Section 1.1 of the Loan Agreement, and if such definition is already found in Section 1.1 of the Loan Agreement, hereby replaces it in its entirety:

“Debt Service Coverage Ratio” or “DSCR” as of any date of determination means the Net Cash Flow for the Sites divided by the amount of interest, Servicing Fees and Trustee Fees that the Borrowers will be required to pay over the succeeding twelve (12) months on the Principal Amount of the Loan (excluding any Post-ARD Additional Interest, interest on the Components corresponding to any Series of Risk Retention Securities or Value Reduction Accrued Interest), determined without giving effect to any reduction in interest due to any Value Reduction Amount.

“Monthly Tenant Debt Service Coverage Ratio” means, as of the last day of any calendar month, (a) the excess of (i) the Annualized Run Rate Net Cash Flow for all Sites over (ii) the Non-Monthly Tenant Annualized Run Rate Revenue for all Non-Monthly Tenants divided by (b) the amount of interest, Servicing Fees and Trustee Fees that the Borrowers will be required to pay over the succeeding twelve (12) months on the Principal Amount of the Loan (excluding any Post-ARD Additional Interest, interest on Components corresponding to any Series of Risk Retention Securities or Value Reduction Accrued Interest), determined without giving effect to any reduction in interest due to any Value Reduction Amount.

“Risk Retention Securities” has the meaning set forth in the Trust Agreement.

Section 5.02 Interest. The parties hereto agree that Section 2.2(A) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(A) Rate of Interest. The outstanding principal balance of each Component of the Loan shall bear interest for each Interest Accrual Period at a rate per annum equal to the lesser of (i) the Component Rate, plus, following the Anticipated Repayment Date for such Component (other than any such Component corresponding to any Series of Risk Retention Securities), the Post-ARD Additional Interest Rate for such Component and (ii) the Maximum Rate.

Section 5.03 Payment of Principal and Interest. The parties hereto agree that Section 2.4(A)(ii) of the Loan Agreement is hereby amended by adding the following provision at the end of such section:

Notwithstanding the foregoing, no Post-ADR Additional Interest shall accrue on any Component corresponding to any Series of Risk Retention Securities.

Section 5.04 Prepayment. The parties hereto agree that Section 2.6(A) of the Loan Agreement is hereby amended by inserting the following new subclause (ii) into the first sentence thereof and renumbering the following subclauses accordingly:

(ii) in respect of any Component corresponding to any Series of Risk Retention Securities,

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Section 5.05 Event of Default. The parties hereto agree that Section 8.1(A) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(A) Scheduled Payments. Failure of the Borrowers to pay any principal or interest on the Loan (other than interest on any Component corresponding to any series of Risk Retention Securities) when the same is due under this Loan Agreement, the Notes, or any other Loan Documents; or

Section 5.06 Cash Management Agreement. The parties hereto agree that the reference to “items (iii) and (x) through (xiii) of Section 3.3(a) of the Cash Management Agreement” in Sections 2.04(C), 6.01(B) and 7.01 of the Loan Agreement shall be deleted and replaced by a reference to “items (iii) and (x) through (xvii) of Section 3.3(a) of the Cash Management Agreement.”

ARTICLE VI

GENERAL PROVISIONS

Section 6.01 Governing Law. THIS LOAN AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE CLOSING DATE BORROWERS IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT OR UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN RELATION TO THE LOAN AGREEMENT, THIS LOAN AGREEMENT SUPPLEMENT OR THE OTHER LOAN DOCUMENTS.

Section 6.02 Severability. In case any provision in this Loan Agreement Supplement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 6.03 Counterparts. This Loan Agreement Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Loan Agreement Supplement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Loan Agreement Supplement.

ARTICLE VII

APPLICABILITY OF THE LOAN AGREEMENT

Section 7.01 Applicability. The provisions of the Loan Agreement are hereby ratified, approved and confirmed, as supplemented and amended by this Loan Agreement

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Supplement. The representations, warranties and covenants contained in the Loan Agreement (except as expressly modified herein) are hereby reaffirmed with the same force and effect as if fully set forth herein and made again as of the Additional Closing Date.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Closing Date Borrowers and the Servicer on behalf of the Trustee have caused this Loan Agreement Supplement to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

SBA PROPERTIES, LLC, as Closing Date Borrower			SBA SITES, LLC, as Closing Date Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Executive Vice President and General Counsel		Title:	Executive Vice President and General Counsel
SBA STRUCTURES, LLC, as Closing Date Borrower			SBA INFRASTRUCTURE, LLC, as Closing Date Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Executive Vice President and General Counsel		Title:	Executive Vice President and General Counsel
SBA MONARCH TOWERS III, LLC, as Closing Date Borrower			SBA 2012 TC ASSETS PR, LLC, as Closing Date Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Executive Vice President and General Counsel		Title:	Executive Vice President and General Counsel
SBA 2012 TC ASSETS, LLC, as Closing Date Borrower			SBA TOWERS IV, LLC, as Closing Date Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Executive Vice President and General Counsel		Title:	Executive Vice President and General Counsel

Signature Page for Third Loan Supplement and Amendment

SBA MONARCH TOWERS I, LLC, as Closing Date Borrower			SBA TOWERS USVI, INC., as Closing Date Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Executive Vice President and General Counsel		Title:	Executive Vice President and General Counsel
SBA GC TOWERS, LLC, as Closing Date Borrower			SBA TOWERS VII, LLC, as Closing Date Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Executive Vice President and General Counsel		Title:	Executive Vice President and General Counsel
SBA TOWERS V, LLC, as Closing Date Borrower			SBA TOWERS VI, LLC, as Closing Date Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Executive Vice President and General Counsel		Title:	Executive Vice President and General Counsel

Signature Page for Third Loan Supplement and Amendment

MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Servicer
By:	/s/ David A. Eckels
	Name:	David A. Eckels
	Title:	Senior Vice President

Signature Page for Third Loan Supplement and Amendment