10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 000-30110

SBA COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Florida	65-0716501
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5900 Broken Sound Parkway NW Boca Raton, Florida	33487
(Address of principal executive offices)	(Zip code)

(561) 995-7670

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 126,417,771 shares of Class A common stock outstanding as of October 31, 2012.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011			1
Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2012 and 2011			2
Consolidated Statements of Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2012 and 2011			3
Consolidated Statement of Shareholders’ Equity (Deficit) (unaudited) for the nine months ended September 30, 2012			4
Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2012 and 2011			5
Condensed Notes to Consolidated Financial Statements (unaudited)			7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		49
Item 4.	Controls and Procedures		52
PART II - OTHER INFORMATION
Item 5.	Other Information		52
Item 6.	Exhibits		53
SIGNATURES			54

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

	September 30, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,441,045		$	47,316
Restricted cash		22,696			22,266
Short term investments		5,505			5,773
Accounts receivable, net of allowance of $222 and $135 at September 30, 2012 and December 31, 2011, respectively		35,075			22,100
Costs and estimated earnings in excess of billings on uncompleted contracts		19,896			17,655
Prepaid and other current assets		26,963			14,246
Assets held for sale		5,700			—
Total current assets		1,556,880			129,356
Property and equipment, net		2,052,069			1,583,393
Intangible assets, net		2,100,614			1,639,784
Deferred financing fees, net		68,432			42,064
Other assets		305,296			211,802
Total assets	$	6,083,291		$	3,606,399
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt	$	529,595		$	5,000
Accounts payable		19,863			12,755
Accrued expenses		39,638			23,746
Deferred revenue		58,581			49,779
Accrued interest		35,007			32,351
Other current liabilities		6,066			3,250
Total current liabilities		688,750			126,881
Long-term liabilities:
Long-term debt		4,776,439			3,349,485
Other long-term liabilities		165,760			129,282
Total long-term liabilities		4,942,199			3,478,767
Commitments and contingencies
Redeemable noncontrolling interests		11,808			12,064
Shareholders’ equity (deficit):
Common stock - Class A, par value $0.01, 400,000 shares authorized, 121,809 and 109,675 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		1,218			1,097
Additional paid-in capital		2,847,069			2,268,244
Accumulated deficit		(2,409,687	)		(2,281,139	)
Accumulated other comprehensive income, net		1,934			485
Total shareholders’ equity (deficit)		440,534			(11,313	)
Total liabilities and shareholders’ equity (deficit)	$	6,083,291		$	3,606,399

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Revenues:
Site leasing	$	208,828		$	154,514		$	585,332		$	451,171
Site development		29,778			21,035			74,911			63,180
Total revenues		238,606			175,549			660,243			514,351
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		46,621			33,932			126,787			98,031
Cost of site development		25,062			17,915			63,294			54,627
Selling, general and administrative		17,565			15,415			52,524			47,031
Asset impairment		1,560			1,106			2,555			1,402
Acquisition related expenses		5,715			1,474			21,875			4,876
Depreciation, accretion and amortization		101,012			78,136			277,110			229,705
Total operating expenses		197,535			147,978			544,145			435,672
Operating income		41,071			27,571			116,098			78,679
Other income (expense):
Interest income		335			38			419			97
Interest expense		(50,578	)		(42,307	)		(136,728	)		(118,616	)
Non-cash interest expense		(17,874	)		(16,089	)		(52,281	)		(47,095	)
Amortization of deferred financing fees		(3,199	)		(2,381	)		(9,293	)		(6,781	)
Loss from extinguishment of debt, net		(22,643	)		—			(49,792	)		(1,696	)
Other income (expense), net		249			122			5,233			(527	)
Total other expense, net		(93,710	)		(60,617	)		(242,442	)		(174,618	)
Loss from continuing operations before provision for income taxes		(52,639	)		(33,046	)		(126,344	)		(95,939	)
Provision for income taxes		(1,029	)		(391	)		(4,809	)		(1,784	)
Loss from continuing operations		(53,668	)		(33,437	)		(131,153	)		(97,723	)
Income from discontinued operations, net of income taxes		969			—			2,349			—
Net loss		(52,699	)		(33,437	)		(128,804	)		(97,723	)
Less: Net loss attributable to the noncontrolling interest		254			132			256			348
Net loss attributable to SBA Communications Corporation	$	(52,445	)	$	(33,305	)	$	(128,548	)	$	(97,375	)
Basic and diluted per common share amounts:
Loss from continuing operations	$	(0.44	)	$	(0.30	)	$	(1.11	)	$	(0.87	)
Income from discontinued operations		0.01			—			0.02			—
Net loss per common share	$	(0.43	)	$	(0.30	)	$	(1.09	)	$	(0.87	)
Basic and diluted weighted average number of common shares		121,689			110,232			118,159			112,309

The accompanying condensed notes are an integral part of these consolidated financial statements.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited) (in thousands)

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Net loss from continuing operations	$	(53,668	)	$	(33,437	)	$	(131,153	)	$	(97,723	)
Income from discontinued operations		969			—			2,349			—
Other comprehensive income (loss) associated with derivative instruments:
Foreign currency translation adjustments		1,686			(3,041	)		1,449			(2,792	)
Comprehensive loss		(51,013	)		(36,478	)		(127,355	)		(100,515	)
Other comprehensive loss attributable to noncontrolling interest		254			132			256			348
Comprehensive loss attributable to SBA Communications Corporation	$	(50,759	)	$	(36,346	)	$	(127,099	)	$	(100,167	)

The accompanying condensed notes are an integral part of these consolidated financial statements.

3

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

(unaudited) (in thousands)

	Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income, net		Total
	Shares		Amount
BALANCE, December 31, 2011		109,675	$	1,097	$	2,268,244	$	(2,281,139	)	$	485	$	(11,313	)
Net loss attributable to SBA Communications Corporation		—		—		—		(128,548	)		—		(128,548	)
Foreign currency translation adjustments		—		—		—		—			1,449		1,449
Common stock issued in connection with acquisition		5,250		53		263,288		—			—		263,341
Non-cash compensation		—		—		10,770		—			—		10,770
Conversion of 4.0% Convertible Senior Notes		—		—		10		—			—		10
Common stock issued in connection with option plans/restriction lapse		879		8		20,938		—			—		20,946
Proceeds from sale of common stock		6,005		60		283,819		—			—		283,879
BALANCE, September 30, 2012		121,809	$	1,218	$	2,847,069	$	(2,409,687	)	$	1,934	$	440,534

The accompanying notes are an integral part of these consolidated financial statements

4

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

	For the nine months ended September 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(128,804	)	$	(97,723	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Income from discontinued operations, net of income taxes		(2,349	)		—
Depreciation, accretion and amortization		277,110			229,705
Non-cash interest expense		52,281			47,095
Deferred income tax expense (benefit)		1,456			(1,035	)
Asset impairment		2,555			1,402
Non-cash compensation expense		10,586			8,695
Amortization of deferred financing fees		9,293			6,781
Loss from extinguishment of debt, net		49,792			1,696
Other non-cash items reflected in the Statements of Operations		(4,472	)		564
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net		(14,220	)		1,486
Prepaid and other assets		(51,165	)		(12,571	)
Accounts payable and accrued expenses		7,136			990
Accrued interest		2,656			(3,200	)
Other liabilities		25,668			2,542
Net cash provided by operating activities		237,523			186,427
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions and related earn-outs		(982,989	)		(209,355	)
Capital expenditures		(74,461	)		(96,706	)
Proceeds from sale of DAS networks		94,300			—
Other investing activities		(2,043	)		(1,189	)
Net cash used in investing activities		(965,193	)		(307,250	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility		484,000			250,000
Repayments under Revolving Credit Facility		(484,000	)		(270,000	)
Proceeds from 5.625% and 5.75% Senior Notes, net of fees		1,278,456			—
Proceeds from SBA Tower Trust Series 2012, net of fees		596,772			—
Proceeds from Term Loans, net of fees		493,264			492,576
Proceeds from Mobilitie Bridge Loan, net of fees		395,000			—
Proceeds from sale of common stock, net of fees		283,879			—
Repurchase of 8.0% Notes and 8.25% Notes		(542,203	)		—
Repayment of Mobilitie Bridge Loan		(400,000	)		—
Repurchase and retirement of common stock		—			(225,071	)
Repayments of Term Loans		(6,250	)		(1,250	)
Proceeds from employee stock purchase/stock option plans		20,945			8,250
Payment on extinguishment of 1.875% Convertible Senior Notes		—			(17,038	)
Other financing activities		(758	)		(1,394	)
Net cash provided by financing activities		2,119,105			236,073
Effect of exchange rate changes on cash and cash equivalents		(55	)		(199	)
Net cash provided by discontinued operations (1) :
Operating activities		2,349			—
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,393,729			115,051
CASH AND CASH EQUIVALENTS:
Beginning of period		47,316			64,254
End of period	$	1,441,045		$	179,305

(1) There was no financing or investing activity related to discontinued operations for the nine months ended September 30, 2012

(continued)

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

	For the nine months ended September 30,
	2012		2011
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	134,170	$	122,171
Income taxes	$	3,698	$	3,252
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH INVESTING & FINANCING ACTIVITIES:
Assets acquired through capital leases	$	2,235	$	1,819
Increase in accounts payable and accrued expenses for capital expenditures	$	4,566	$	—
Issuance of common stock for acquisition	$	263,341	$	—
Promissory note received in connection with disposition of DAS assets	$	25,000	$	—

The accompanying condensed notes are an integral part of these consolidated financial statements.

6

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for SBA Communications Corporation and its subsidiaries (the “Company”). The December 31, 2011 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amount of such estimates, when known, will vary from these estimates.

2. FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis – The Company’s earnouts related to acquisitions are measured at fair value on a recurring basis using Level 3 inputs. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value, using a discounted probability-weighted approach, as determined using Level 3 inputs. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation if the performance targets contained in various acquisition agreements were met was $9.2 million and $5.5 million as of September 30, 2012 and December 31, 2011, respectively, which the Company recorded in accrued expenses on its Consolidated Balance Sheet. The maximum potential obligation related to the performance targets was $18.2 million as of September 30, 2012.

Items Measured at Fair Value on a Nonrecurring Basis – The Company’s intangibles, certain long-lived assets, and asset retirement obligations are measured at fair value on a nonrecurring basis using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company considers many factors and makes certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. The fair value of the long-lived assets, intangibles and asset retirement obligations is calculated using a discounted cash flow model. During the three and nine months ended September 30, 2012, the Company recognized an impairment charge of $1.6 million and $2.6 million, respectively, related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites. During the three and nine months ended September 30, 2011, the Company recognized an impairment charge of $1.1 million and $1.4 million, respectively, related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites.

Fair Value of Financial Instruments – The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments, which consist of $5.3 million and $5.6 million in certificate of deposits, as of September 30, 2012 and December 31, 2011, respectively, approximate their related estimated fair values due to the short maturity of those instruments. The Company’s estimate of the fair value of its

7

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

held-to-maturity investments in treasury and corporate bonds, including current portion, are based primarily upon Level 1 reported market values. As of the date ending September 30, 2012, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.3 million and $1.5 million, respectively. As of the date ending December 31, 2011, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.4 million and $1.6 million, respectively.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The following table reflects fair values, principal balances and carrying values of the Company’s debt instruments (see Note 9).

	As of September 30, 2012						As of December 31, 2011
	Fair Value		Principal Balance		Carrying Value		Fair Value		Principal Balance		Carrying Value
	(in millions)
1.875% Convertible Senior Notes due 2013	$	814.9	$	535.0	$	512.3	$	605.2	$	535.0	$	485.0
4.0% Convertible Senior Notes due 2014		1,060.7		500.0		422.1		761.6		500.0		397.6
8.0% Senior Notes due 2016		—		—		—		405.0		375.0		373.2
8.25% Senior Notes due 2019		271.5		243.8		242.2		407.8		375.0		372.4
5.625% Senior Notes due 2019		505.0		500.0		500.0		—		—		—
5.75% Senior Notes due 2020		838.0		800.0		800.0		—		—		—
4.254% 2010-1C Tower Securities		715.4		680.0		680.0		699.0		680.0		680.0
5.101% 2010-2C Tower Securities		611.8		550.0		550.0		579.0		550.0		550.0
2.933% 2012-1C Tower Securities		620.6		610.0		610.0		—		—		—
2011 Term Loan		492.5		493.8		492.7		494.4		497.5		496.3
2012-1 Term Loan		197.0		197.5		197.5		—		—		—
2012-2 Term Loan		302.3		300.0		299.3		—		—		—
Totals:	$	6,429.7	$	5,410.1	$	5,306.1	$	3,952.0	$	3,512.5	$	3,354.5

3. RESTRICTED CASH

Restricted cash consists of the following:

	As of September 30, 2012		As of December 31, 2011		Included on Balance Sheet
	(in thousands)
Securitization escrow accounts	$	21,764	$	21,378	Restricted cash - current asset
Payment and performance bonds		932		888	Restricted cash - current asset
Surety bonds and workers compensation		11,989		11,495	Other assets - noncurrent
Total restricted cash	$	34,685	$	33,761

Securitization escrow accounts relate to funds that are required to be held in escrow pursuant to the terms of the Secured Tower Revenue Securities Series 2010-1 (the “2010-1 Tower Securities”), the Secured Tower Revenue Securities Series 2010-2 (the “2010-2 Tower Securities” and together with the 2010-1 Tower Securities, the “2010 Tower Securities”) and the Secured Tower Revenue Securities Series 2012-1 (the “2012-1 Tower Securities” and together with the 2010 Tower Securities, the “Tower Securities”) (see Note 9). Pursuant to the terms of the Tower Securities, the Company is required to establish a controlled deposit account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to tower sites, (3) trustee and servicing expenses, (4) management fees, and (5) to reserve a portion of advance rents received from tenants. The restricted cash in the controlled deposit account in excess of required reserve balances is subsequently released to the Borrowers (as defined below) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of September 30, 2012, the Company had $26.9 million in surety, payment and performance bonds for which it was required to post $10.8 million in collateral. As of December 31, 2011, the Company had $20.6 million in surety, payment and performance bonds for which it was required to post $10.1 million in collateral. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. The Company had pledged $2.3 million as of each of September 30, 2012 and December 31, 2011, as collateral related to its workers compensation policy.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4. ACQUISITIONS

Mobilitie Acquisition

On April 2, 2012, the Company, through its wholly-owned subsidiary SBA Monarch Acquisition, LLC (“SBA Monarch”), completed the acquisition of the equity interests of specified entities that were affiliates of Mobilitie LLC (the “Mobilitie Acquisition”). As of April 2, 2012, these entities owned 2,281 towers with an additional 36 towers in development in the US and Central America and also owned indoor and outdoor distributed antenna system (“DAS”) assets in Chicago, Las Vegas, New York City and Auburn, Alabama. As consideration for the Mobilitie Acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock, implying a total transaction value of $1.1 billion based on the Company’s closing price on the date prior to which the purchase agreement was executed. Transaction costs associated with the acquisition were approximately $13.2 million and are included in acquisition related expenses in the accompanying condensed consolidated statement of operations.

The Company has included the effect of the Mobilitie Acquisition in its results of operations prospectively from the date of the acquisition. Since the acquisition date through September 30, 2012, the Mobilitie assets had revenues of $55.4 million and a net loss of $17.7 million. The net loss includes the impact of discontinued operations from certain of the DAS assets that the Company sold to ExteNet Systems, Inc. (“ExteNet”) on September 6, 2012 and October 23, 2012.

The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Mobilitie Acquisition is summarized below (in thousands):

Cash and cash equivalents	$	1,536
Accounts receivable		473
Other current assets		24,221
Assets held for sale		125,000
Property and equipment		498,654
Intangible assets:
Current contract intangible		399,759
Network location intangible		84,965
Other assets		2,201
Total assets acquired		1,136,809
Current liabilities assumed		(11,619	)
Long-term deferred tax liability		(13,526	)
Net assets acquired	$	1,111,664

The preliminary allocation of the purchase price will be finalized upon the completion of analyses of the fair value of the assets and liabilities acquired primarily related to property tax accruals and other working capital items.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Unaudited Pro Forma Financial Information

The following table presents the unaudited pro forma consolidated results of operations of the Company for the three and nine months ended September 30, 2012 and 2011, respectively, as if the acquisition of Mobilitie was completed as of January 1 of each of the respective years:

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	238,606		$	200,007		$	686,999		$	564,264
Operating income	$	41,071		$	29,552		$	104,553		$	81,604
Net loss	$	(52,699	)	$	(33,952	)	$	(140,349	)	$	(105,206	)

Other Acquisitions

During the third quarter of 2012, the Company acquired 37 completed towers and related assets and liabilities. These acquisitions were not significant to the Company and, accordingly, pro forma financial information has not been presented. The Company evaluates all acquisitions after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met.

The following table summarizes the Company’s cash acquisition capital expenditures:

	For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
	(in thousands)
Towers and related intangible assets	$	21,736	$	37,888	$	951,331	$	187,173
Ground lease land purchases		9,154		5,266		25,907		19,564
Earnouts		708		157		5,751		2,618
Total acquisition capital expenditures	$	31,598	$	43,311	$	982,989	$	209,355

The Company paid, as part of the ground lease purchase program, $1.2 million and $3.3 million for ground lease extensions during the three months ended September 30, 2012 and 2011, respectively, and $4.7 and $7.2 million for ground lease extensions during the nine months ended September 30, 2012 and 2011, respectively.

Earnouts

The Company recorded $0.5 million of expense, net, and $1.3 million of expense, net, related to contingent consideration adjustments in the three and nine months ended September 30, 2012, respectively. The Company recorded $0.03 million of income, net, and $0.1 million of expense, net, related to contingent consideration adjustments during the same periods of the prior year, respectively. As of September 30, 2012, the Company’s estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was $9.2 million which the Company recorded in accrued expenses.

5. DISCONTINUED OPERATIONS

On September 6, 2012, the Company sold certain DAS networks located in New York, Chicago and Las Vegas, to ExteNet Systems, Inc. for approximately $119.3 million, comprised of $94.3 million in cash and $25 million in the form of a promissory note. One additional DAS network in Auburn, Alabama was sold to ExteNet on October 23, 2012 for $5.7 million in cash.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The sold DAS networks, which are included in the Company’s Site Leasing segment, met both the component and held for sale criteria during the third quarter of 2012 and the results of operations associated with these assets have been reported as discontinued operations in the Company’s consolidated financial statements. The Company did not allocate any portion of the Company’s interest expense to discontinued operations.

The key components of discontinued operations for the three and nine months ended September 30, 2012 were as follows:

	For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
	(in thousands)
Site leasing revenue	$	2,121	$	—	$	4,775	$	—
Income from discontinued operations, net of taxes		969		—		2,349		—

As of September 30, 2012, the aggregate components of assets and liabilities classified as held for sale in the consolidated balance sheet consisted of the disposed DAS property, plant and equipment.

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net (including assets held under capital leases) consists of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Towers and related components	$	3,167,235		$	2,587,897
Construction-in-process		29,600			23,076
Furniture, equipment and vehicles		33,483			29,711
Land, buildings and improvements		195,037			168,988
		3,425,355			2,809,672
Less: accumulated depreciation		(1,373,286	)		(1,226,279	)
Property and equipment, net	$	2,052,069		$	1,583,393

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s site leasing segment. Depreciation expense was $54.5 million and $44.3 million for the three months ended September 30, 2012 and 2011, respectively, and $152.8 million and $130.8 million for the nine months ended September 30, 2012 and 2011, respectively. At September 30, 2012 and December 31, 2011, non-cash capital expenditures that are included in accounts payable and accrued expenses were $11.9 million and $7.2 million, respectively.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7. INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:

	As of September 30, 2012							As of December 31, 2011
	Gross carrying amount		Accumulated amortization			Net book value		Gross carrying amount		Accumulated amortization			Net book value
	(in thousands)
Current contract intangibles	$	1,844,690	$	(416,057	)	$	1,428,633	$	1,391,001	$	(333,522	)	$	1,057,479
Network location intangibles		903,783		(231,802	)		671,981		772,467		(190,162	)		582,305
Intangible assets, net	$	2,748,473	$	(647,859	)	$	2,100,614	$	2,163,468	$	(523,684	)	$	1,639,784

All intangible assets noted above are included in our site leasing segment. The Company amortizes its intangible assets using the straight-line method over 15 years. Amortization expense relating to the intangible assets above was $46.4 million and $33.7 million for the three months ended September 30, 2012 and 2011, respectively, and $124 million and $98.8 million for the nine months ended September 30, 2012 and 2011, respectively.

8. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts consist of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Cost incurred on uncompleted contracts	$	48,749		$	37,790
Estimated earnings		17,919			14,268
Billings to date		(47,728	)		(34,706	)
	$	18,940		$	17,352

These amounts are included on the accompanying Consolidated Balance Sheets under the following captions:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	19,896		$	17,655
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)		(956	)		(303	)
	$	18,940		$	17,352

At September 30, 2012, five significant customers comprised 78.8% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, while at December 31, 2011, five significant customers comprised 91.4% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. DEBT

The carrying value of debt consists of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
1.875% Convertible Senior Notes due 2013. Principal balance of $535.0 million as of September 30, 2012 and December 31, 2011.	$	512,345		$	484,970
4.0% Convertible Senior Notes due 2014. Principal balance of $500.0 million as of September 30, 2012 and December 31, 2011.		422,052			397,612
8.0% Senior Notes due 2016. Principal balance of $375.0 million as of December 31, 2011.		—			373,198
8.25% Senior Notes due 2019. Principal balance of $243.8 million and $375.0 million as of September 30, 2012 and December 31, 2011, respectively.		242,162			372,365
5.625% Senior Notes due 2019.		500,000			—
5.75% Senior Notes due 2020.		800,000			—
4.254% Secured Tower Revenue Securities Series 2010-1.		680,000			680,000
5.101% Secured Tower Revenue Securities Series 2010-2.		550,000			550,000
2.933% Secured Tower Revenue Securities Series 2012-1.		610,000			—
Revolving Credit Facility		—			—
2011 Term Loan. Principal balance of $493.8 million and $497.5 million as of September 30, 2012 and December 31, 2011, respectively.		492,724			496,340
2012-1 Term Loan		197,500			—
2012-2 Term Loan. Principal balance of $300.0 million as of September 30, 2012		299,251			—
Total debt		5,306,034			3,354,485
Less: current maturities of long-term debt and short-term debt		(529,595	)		(5,000	)
Total long-term debt, net of current maturities and short-term debt	$	4,776,439		$	3,349,485

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

	Three months ended September 30, 2012					Three months ended September 30, 2011					Nine months ended September 30, 2012					Nine months ended September 30, 2011
	Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest
	(in thousands)					(in thousands)					(in thousands)					(in thousands)
1.875% Convertible Senior Notes	$	2,508		$	9,339	$	2,508		$	8,507	$	7,523		$	27,375	$	7,582		$	25,137
4.0% Convertible Senior Notes		5,000			8,412		5,000			7,400		15,000			24,448		15,000			21,508
8.0% Senior Notes		3,142			35		7,500			78		15,867			174		22,500			229
8.25% Senior Notes		5,027			42		7,734			60		18,150			149		23,203			176
5.625% Senior Notes		234			—		—			—		234			—		—			—
5.75% Senior Notes		10,094			—		—			—		10,094			—		—			—
2010 Secured Tower Revenue Securities		14,344			—		14,344			—		43,032			—		43,028			—
2012 Secured Tower Revenue Securities		2,612			—		—			—		2,612			—		—			—
Revolving Credit Facility		849			—		479			—		3,558			—		2,730			—
2011 Term Loan		4,743			45		4,857			44		14,163			134		4,926			45
2012-1 Term Loan		1,403			—		—			—		2,262			—		—			—
2012-2 Term Loan		94			1		—			—		94			1		—			—
Mobilitie Bridge Loan		499			—		—			—		4,239			—		—			—
Capitalized interest		(24	)		—		(142	)		—		(238	)		—		(418	)		—
Other		53			—		27			—		138			—		65			—
Total	$	50,578		$	17,874	$	42,307		$	16,089	$	136,728		$	52,281	$	118,616		$	47,095

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility is governed by the Senior Credit Agreement and consists of a revolving loan under which up to $700.0 million aggregate principal amount may be borrowed, repaid and redrawn, subject to compliance with specific financial ratios and the satisfaction of other customary conditions to borrowing. The aggregate commitment amount under the Revolving Credit Facility was increased from $500 million to $600 million on April 2, 2012 and increased from $600 million to $700 million on May 9, 2012. The Company incurred deferred financing fees of $1.1 million in relation to these increases. Amounts borrowed under the Revolving Credit Facility accrue interest at the Eurodollar Rate plus a margin that ranges from 187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that ranges from 87.5 basis points to 137.5 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Amended and Restated Credit Agreement (the “Senior Credit Agreement”) entered into by SBA Senior Finance II, LLC (“SBA Senior Finance II”) on June 30, 2011. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, May 9, 2017. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. A per annum commitment fee of 0.375% to 0.5% of the unused commitments under the Revolving Credit Facility is charged based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of a period may not be reflective of the total amounts outstanding during such period.

During the three months ended September 30, 2012, the Company repaid the $284.0 million outstanding balance under the Revolving Credit Facility with the proceeds from the 5.75% Notes (as defined below) and did not borrow any additional amounts under the Revolving Credit Facility. As of September 30, 2012, the availability under the Revolving Credit Facility was $700.0 million, subject to compliance with specified financial ratios and the satisfaction of other customary conditions to borrowing.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of September 30, 2012, SBA Senior Finance II and SBA Communications were in compliance with the financial covenants contained in the Senior Credit Agreement.

Term Loans issued pursuant to the Senior Credit Agreement

2011 Term Loan

The 2011 Term Loan consists of a senior secured term loan in an initial aggregate principal amount of $500.0 million and matures on June 30, 2018. The 2011 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). As of September 30, 2012, the 2011 Term Loan was accruing interest at 3.75% per annum. Quarterly principal payments commenced as of September 30, 2011, with $1.25 million of principal repaid on the last day of each March, June, September and December. The remaining principal balance of the 2011 Term Loan will be due and payable on the maturity date. SBA Senior Finance II has the ability to prepay any or all amounts outstanding under the 2011 Term Loan. The 2011 Term Loan was issued at 99.75% of par value.

During the nine months ended September 30, 2012, the Company made scheduled principal repayments of $3.8 million. As of September 30, 2012, the 2011 Term Loan had a principal balance of $493.8 million.

For a detailed discussion of the terms of the Senior Credit Agreement, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission, or the Commission, on February 27, 2012 (the “Form 10-K”).

2012-1 Term Loan

On May 9, 2012, SBA Senior Finance II obtained a new $200.0 million senior secured term loan (the “2012-1 Term Loan”). The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). As of September 30, 2012, the 2012-1 Term Loan was accruing interest at 2.72% per annum. Commencing on September 30, 2012, principal of the 2012-1 Term Loan is being repaid in quarterly installments on the last day of each March, June, September and December, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-1 Term Loan without premium or penalty. To the extent not previously paid, the 2012-1 Term Loan will be due and payable on May 9, 2017. The 2012-1 Term Loan was issued at par. The Company incurred deferred financing fees of approximately $2.7 million in relation to this transaction which are being amortized through the maturity date. Proceeds from the 2012-1 Term Loan were used to pay amounts outstanding under the Revolving Credit Facility during the second quarter of 2012.

During the nine months ended September 30, 2012, the Company made a scheduled principal repayment of $2.5 million. As of September 30, 2012, the 2012 Term Loan had a principal balance of $197.5 million.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2012-2 Term Loan

On September 28, 2012, SBA Senior Finance II obtained a new $300 million senior secured term loan (the “2012-2 Term Loan”). The 2012-2 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus 275 basis points (with a Eurodollar Rate floor of 1%). As of September 30, 2012, the 2012-2 Term Loan was accruing interest at 3.75% per annum. Principal of the 2012-2 Term Loan is to be repaid in equal quarterly installments on the last day of each March, June, September and December, commencing in March 2013, in an aggregate amount equal to $3.0 million per year. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-2 Term Loan without premium or penalty, with the exception of a 1% premium if prepayment occurs during the first year of the loan with proceeds from certain refinancing or repricing transactions. To the extent not previously paid, the 2012-2 Term Loan is due and payable in September 2019. The 2012-2 Term Loan was issued at 99.75% of par value. The Company incurred deferred financing fees of approximately $3.3 million in relation to this transaction which are being amortized through the maturity date.

SBA used borrowings under the 2012-2 Term Loan to pay a part of the cash consideration in the TowerCo II Holdings LLC acquisition. The remaining proceeds under the 2012-2 Term Loan are expected to be used for general corporate purposes. As of September 30, 2012, the 2012-2 Term Loan had a principal balance of $300.0 million.

Mobilitie Bridge Loan

On April 2, 2012, the Company, through its wholly-owned subsidiary SBA Monarch, entered into a credit agreement (the “Bridge Loan Credit Agreement”). Pursuant to the Bridge Loan Credit Agreement, SBA Monarch borrowed an aggregate principal amount of $400 million under a senior secured bridge loan (the “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan was scheduled to mature on April 1, 2013. The Company incurred deferred financing fees of approximately $5.0 million in relation to this transaction which were being amortized through the maturity date. The Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged from 3.00% to 3.50%, in each case based on SBA Monarch’s ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA (calculated in accordance with the Bridge Loan Credit Agreement).

On July 13, 2012, the Company repaid the $400.0 million outstanding principal balance under the Mobilitie Bridge Loan. During the quarter, the Company recorded $3.6 million as a loss on extinguishment of debt related to the write off of deferred financing fees on the Mobilitie Bridge Loan.

Secured Tower Revenue Securities

2010 Tower Securities

On April 16, 2010, a New York common law trust (the “Trust”) issued $680.0 million of 2010-1 Tower Securities and $550.0 million of 2010-2 Tower Securities. The 2010-1 Tower Securities have an annual interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The weighted average annual fixed coupon interest rate of the 2010 Tower Securities is 4.7%, including borrowers’ fees, payable monthly. The anticipated repayment date and the final maturity date for the 2010-1 Tower Securities is April 15, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 17, 2017 and April 15, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers (as defined below). For a detailed discussion of the 2010 Tower Securities, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2012-1 Tower Securities

On August 9, 2012, the Company, through the Trust, sold $610 million of Secured Tower Revenue Securities Series 2012-1 (the “2012-1 Tower Securities”) which have an anticipated repayment date of December 15, 2017 and a final maturity date of December 15, 2042. The fixed coupon interest rate of the 2012-1 Tower Securities is 2.933% per annum, payable monthly. A portion of the net proceeds from the 2012-1 Tower Securities were used to repay in full the remaining $243.8 million balance of the 8.0% Senior Notes due 2016 plus $14.6 million in applicable premium associated with early redemption. The remaining net proceeds were used (1) to pay a portion of the cash consideration in connection with SBA’s acquisition of TowerCo II Holdings LLC and (2) for general corporate purposes.

In connection with the issuance of the 2012-1 Tower Securities, the parties entered into the Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012 (the “Fifth Loan Supplement”), which amended and supplemented the Amended and Restated Loan and Security Agreement, dated as of November 18, 2005. The Fifth Loan Supplement was executed by and among SBA Properties, Inc., SBA Sites, Inc., and SBA Structures, Inc. (the “Initial Borrowers”) and SBA Infrastructure, LLC, SBA Monarch Towers III, LLC and SBA Towers USVI II, Inc. (the “Additional Borrowers” and together with the Initial Borrowers, the “Borrowers”) and other parties. Pursuant to the Fifth Loan Supplement, the Additional Borrowers were added as obligors under the mortgage loan and, with the Initial Borrowers, became jointly and severally liable for the $610 million borrowed under the mortgage loan.

As of September 30, 2012, the Borrowers met the required Debt Service Coverage Ratio and were in compliance with all other covenants as set forth in the mortgage loan agreement.

1.875% Convertible Senior Notes due 2013

On May 16, 2008, the Company issued $550.0 million of its 1.875% Convertible Senior Notes (the “1.875% Notes”). During the first quarter of 2011, the Company repurchased $15.0 million of the aggregate principal balance of the 1.875% Notes. Interest is payable semi-annually on May 1 and November 1. The 1.875% Notes have a maturity date of May 1, 2013. The 1.875% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date.

Concurrently with the pricing of the 1.875% Notes, the Company entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 1.875% Notes is $41.46 per share of the Company’s Class A common stock (the same as the initial conversion price of the 1.875% convertible notes) and the upper strike price of the warrants is $67.37 per share. Although the Company initially entered into convertible note hedge and warrant transactions to cover the full amount of the shares that were issuable upon conversion of the 1.875% Notes, as a result of the bankruptcy of Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”), on November 7, 2008, the Company terminated the convertible note hedge transaction with Lehman Derivatives which covered 55% of the 13,265,780 shares of the Company’s Class A common stock potentially issuable upon conversion of the 1.875% Notes. Consequently, the Company does not currently have a hedge with respect to those shares and, to the extent that the market price of the Company’s Class A common stock exceeds $41.46 per share upon conversion of the notes, the Company will be subject to dilution or if the Company settles in cash, additional costs, upon conversion of that portion of the 1.875% Notes.

On April 17, 2012 the Company received a partial settlement of $4.6 million relating to the Chapter 11 bankruptcy case of Lehman Brothers Holdings Inc. and its affiliated debtors related to the Lehman Derivatives. The amount received was recorded as a gain in other income in the statement of operations during the nine months ended September 30, 2012 and reflected as an inflow of cash from financing activities in the statement of cash flow for the nine months ended September 30, 2012.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The 1.875% Notes are reflected at carrying value in current maturities of long-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 1.875% Notes:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	535,000		$	535,000
Debt discount		(22,655	)		(50,030	)
Carrying value	$	512,345		$	484,970

The Company is amortizing the debt discount on the 1.875% Notes utilizing the effective interest method over the life of the 1.875% Notes which increases the effective interest rate from its coupon rate of 1.875% to 9.4%. As of September 30, 2012, the carrying amount of the equity component related to the 1.875% Notes was $156.6 million.

4.0% Convertible Senior Notes due 2014

On April 24, 2009, the Company issued $500.0 million of its 4.0% Convertible Senior Notes (the “4.0% Notes”). Interest on the 4.0% Notes is payable semi-annually on April 1 and October 1. The maturity date of the 4.0% Notes is October 1, 2014. The 4.0% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 32.9164 shares of the Company’s Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.

Concurrently with the pricing of the 4.0% Notes, the Company entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 4.0% Notes is $30.38 per share of the Company’s Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

The 4.0% Notes are reflected at carrying value in long-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 4.0% Notes:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	499,990		$	500,000
Debt discount		(77,938	)		(102,388	)
Carrying value	$	422,052		$	397,612

The Company is amortizing the debt discount on the 4.0% Notes utilizing the effective interest method over the life of the 4.0% Notes which increases the effective interest rate from its coupon rate of 4.0% to 13.0%. As of September 30, 2012, the carrying amount of the equity component related to the 4.0% Notes was $169.0 million.

Convertible Senior Notes Conversion Options

The 1.875% Notes and 4.0% Notes (collectively “the Notes”) are convertible only under the following circumstances:

• during any calendar quarter, if the last reported sale price of the Company’s Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter,

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

• during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock and the applicable conversion rate,

• if specified distributions to holders of Class A common stock are made or specified corporate transactions occur, and

• at any time on or after February 19, 2013 for the 1.875% Notes and July 22, 2014 for the 4.0% Notes.

Upon conversion, the Company has the right to settle its conversion obligation in cash, shares of Class A common stock or a combination of cash and shares of its Class A common stock. From time to time, upon notice to the holders of the Notes, the Company may change its election regarding the form of consideration that it will use to settle its conversion obligation; provided, however, that the Company is not permitted to change its settlement election after February 18, 2013 for the 1.875% Notes and July 21, 2014 for the 4.0% Notes.

At the end of the first quarter of 2012 the 4.0% Notes became convertible by the note holders because the Company’s Class A common stock closing price per share exceeded $39.49 for at least 20 trading days during the 30 consecutive trading day period ending on March 30, 2012. On July 3, 2012 and October 4, 2012, the Company again announced that the requisite conditions had been met as of the end of the second and third quarters, respectively, and that the 4.0% Notes remained convertible by the note holders. The 4.0% Notes will continue to be convertible through December 31, 2012, and will still be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of April 24, 2009, are satisfied during future measurement periods. During the third quarter, $10,000 of the 4.0% Notes were converted to our Class A common stock.

At the end of the third quarter of 2012, the conversion right for the 1.875% Notes was triggered because SBA’s Class A common stock closing price per share exceeded $53.90 for at least 20 trading days during the 30 consecutive trading day period ending on September 30, 2012. The 1.875% Notes will continue to be convertible until December 31, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of May 16, 2008, are satisfied during future measurement periods.

Senior Notes

8.0% Senior Notes and 8.25% Senior Notes

On July 24, 2009, Telecommunications issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 (the “8.0% Notes”) and $375.0 million of which are due August 15, 2019 (the “8.25% Notes”). The 8.0% Notes accrue interest at a rate of 8.0% and are issued at a price of 99.330% of their face value. The 8.25% Notes accrue interest at a rate of 8.25% and were issued at a price of 99.152% of their face value. Interest on the 8.0% Notes and 8.25% Notes is due semi-annually on February 15 and August 15 of each year beginning on February 15, 2010. The Company is amortizing the debt discount on the 8.0% Notes and the 8.25% Notes utilizing the effective interest method over the life of the 8.0% Notes and 8.25% Notes, respectively.

On April 13, 2012, the Company redeemed $131.3 million in aggregate principal amount of its 8.0% Notes and $131.3 million in aggregate principal amount of its 8.25% Notes and paid $21.3 million as a premium on the redemption of the notes. Additionally, the Company wrote off $1.5 million and $4.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

20

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On August 29, 2012, the Company redeemed the remaining $243.8 million principal balance of the 8.0% Notes plus $14.6 million in applicable premium on the redemption of the notes. Additionally, the Company wrote off $1.0 million and $3.4 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

As of September 30, 2012, the principal balance of the 8.25% Notes was $243.8 million and the carrying value was $242.2 million.

5.75% Senior Notes

On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes (the “5.75% Notes”) due July 15, 2020. The Notes accrue interest at a rate of 5.75% and were issued at par. Interest on the 5.75% Notes is due semi-annually on July 15 and January 15 of each year beginning on January 15, 2013. The Company incurred deferred financing fees of approximately $13.9 million in relation to this transaction which are being amortized through the maturity date. The Company used the net proceeds from this offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under its Revolving Credit Facility. The remaining proceeds were used for general corporate purposes.

In connection with the issuance of the 5.75% Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company and Telecommunications agreed to use their respective reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.75% Notes for new notes guaranteed by the Company registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to July 8, 2013. If the Company fails to satisfy certain filing and other obligations with respect to the exchange, the Company will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until the Company’s registration obligations are fulfilled, up to a maximum of 1.00% per annum.

5.625% Senior Notes

On September 28, 2012, the Company issued $500.0 million of unsecured senior notes (the “5.625% Notes”) due October 1, 2019. The Notes accrue interest at a rate of 5.625% and were issued at par. Interest on the 5.625% Notes is due semi-annually on October 1 and April 1 of each year beginning on April 1, 2013. The Company incurred deferred financing fees of approximately $7.7 million in relation to this transaction which are being amortized through the maturity date. The Company used the proceeds from the issuance of the 5.625% Notes to pay a portion of the cash consideration in the TowerCo II Holdings LLC acquisition (see Note 16).

In connection with the issuance of the 5.625% Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company agreed to use its reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.625% Notes for new notes registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to September 23, 2013. If the Company fails to satisfy certain filing and other obligations with respect to the exchange, the Company will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until the Company’s registration obligations are fulfilled, up to a maximum of 1.00% per annum.

21

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

10. SHAREHOLDERS’ EQUITY

Common Stock Equivalents

The Company has potential common stock equivalents related to its outstanding stock options, restricted stock units, 1.875% Notes and 4.0% Notes (see Note 9). These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive for each of the three and nine months ended September 30, 2012 and 2011, respectively. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computation are the same for each period presented.

Stock Repurchases

On April 27, 2011, the Company’s Board of Directors approved a new $300.0 million stock repurchase program. This program authorizes the Company to purchase, from time to time, up to $300.0 million of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. This program became effective on April 28, 2011 and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in the Company’s sole discretion.

During the three and nine months ended September 30, 2012, the Company did not repurchase any shares in conjunction with the stock repurchase program.

As of September 30, 2012, the Company had a remaining authorization to repurchase an additional $150.0 million of its common stock under its $300.0 million stock repurchase program.

Equity Issuances

On March 7, 2012, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”) pursuant to which the Company sold to the Underwriters 6,005,000 shares of the Company’s Class A common stock at $47.30 per share (proceeds of $283.9 million, net of related fees). The shares were issued and sold pursuant to the Company’s shelf registration statement on Form S-3 and prospectus supplement related thereto. On April 13, 2012, the proceeds of this offering were used to partially redeem principal balances of the Senior Notes.

On April 2, 2012, the Company completed the Mobilitie Acquisition. As consideration for the acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock.

11. REDEEMABLE NONCONTROLLING INTERESTS

In connection with the Company’s business operations in Central America, the Company entered into an agreement with a non-affiliated joint venture partner that contains both a put option for its partner and a call option for the Company, requiring or allowing the Company, in certain circumstances, to purchase the remaining interest in such entity at a price based on predetermined earnings multiples. Each of these options is triggered upon the occurrence of specified events and/or upon the passage of time. The put right may be exercised on varying dates causing the Company to purchase the partner’s equity interest (the “Redemption Amount”) based on a formula defined in the joint venture agreement. The noncontrolling interest is classified as a redeemable equity interest in mezzanine (or temporary) equity on the Company’s Consolidated Balance Sheets.

22

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company allocates income and losses to the noncontrolling interest holder based on the applicable membership interest percentage. After applying those provisions, the Company calculates the redemption amount at each reporting period and records the amount, if any, by which the redemption amount exceeds the book value as a charge against income (loss) available to common shareholders. As of September 30, 2012 the carrying value of the Company’s redeemable noncontrolling interest exceeded the fair value of the amount the Company could be required to pay to redeem the noncontrolling interest at the date of exercise of either the put or call option. Accordingly, the carrying value is presented on the Company’s Consolidated Balance Sheet.

During the nine months ended September 30, 2011, the Company paid approximately $0.7 million in exchange for the outstanding 4.6% noncontrolling interest in a Canadian joint venture increasing the Company’s interest in that joint venture to 100%.

12. STOCK-BASED COMPENSATION

Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	For the nine months ended September 30,
	2012	2011
Risk free interest rate	0.57% - 0.83%	0.66% - 2.17%
Dividend yield	0.0%	0.0%
Expected volatility	53.0%	53.9%
Expected lives	3.8 - 4.6 years	3.5 - 4.5 years

The following table summarizes the Company’s activities with respect to its stock options for the nine months ended September 30, 2012:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2011		3,608		$	28.06
Granted		613			47.58
Exercised		(811	)		25.94
Canceled		(9	)		37.71
Outstanding at September 30, 2012		3,401		$	32.06		4.05
Exercisable at September 30, 2012		1,865		$	25.96		2.93
Unvested at September 30, 2012		1,536		$	39.46		5.40

The weighted-average fair value of options granted during the nine months ended September 30, 2012 and 2011 was $20.31 and $18.53, respectively. The total intrinsic value for options exercised during the nine months ended September 30, 2012 and 2011 was $23.0 million and $8.0 million, respectively.

23

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Restricted Stock Units

The following table summarizes the Company’s restricted stock unit activity for the nine months ended September 30, 2012:

	Number of Units			Weighted- Average Grant Date Fair Value per share
	(in thousands)
Outstanding at December 31, 2011		225		$	39.22
Granted		138			47.71
Restriction Lapse		(66	)		38.78
Forfeited/Canceled		(1	)		44.19
Outstanding at September 30, 2012		296		$	43.25

The Company records compensation expense for restricted stock units based on the fair market value of the units awarded at the date of the grant times the number of shares subject to the units awarded. The Company typically recognizes the expense associated with the units on a straight-line basis over the vesting term.

13. INCOME TAXES

The Company had federal taxable losses during the nine months ended September 30, 2012 and 2011, and, as a result, federal net operating loss carry-forwards have been generated. The US federal net operating loss carry-forwards of the Company have a full valuation allowance as management believes it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the losses. However, a foreign tax provision is recognized because certain international subsidiaries of the Company have profitable operations or a net deferred tax liability position. Additionally, certain of the US subsidiaries are profitable and taxable in separate return jurisdictions. A deferred state tax provision is also recognized based on the Company’s assessment that future taxable income in certain state jurisdictions will be generated to utilize deferred tax assets.

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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

14. SEGMENT DATA

The Company operates principally in three business segments: site leasing, site development consulting and site development construction. The Company’s reportable segments are strategic business units that offer different services. The site leasing segment includes results of the managed and sublease businesses. Summarized financial information concerning the Company’s reportable segments for the nine months ended September 30, 2012 and 2011 is shown below:

	Site Leasing		Site Development Consulting		Site Development Construction			Not Identified by Segment  (1)			Total
	(in thousands)
Three months ended September 30, 2012
Revenues	$	208,828	$	10,588	$	19,190		$	—		$	238,606
Cost of revenues (2)	$	46,621	$	6,925	$	18,137		$	—		$	71,683
Depreciation, amortization and accretion	$	100,107	$	113	$	448		$	344		$	101,012
Operating income (loss)	$	42,420	$	2,844	$	(1,109	)	$	(3,084	)	$	41,071
Capital expenditures (3)	$	57,729	$	174	$	534		$	(221	)	$	58,216
Three months ended September 30, 2011
Revenues	$	154,514	$	4,399	$	16,636		$	—		$	175,549
Cost of revenues (2)	$	33,932	$	3,171	$	14,744		$	—		$	51,847
Depreciation, amortization and accretion	$	77,459	$	45	$	324		$	308		$	78,136
Operating income (loss)	$	28,757	$	803	$	130		$	(2,119	)	$	27,571
Capital expenditures (3)	$	83,294	$	230	$	1,370		$	619		$	85,513
Nine months ended September 30, 2012
Revenues	$	585,332	$	24,188	$	50,723		$	—		$	660,243
Cost of revenues (2)	$	126,787	$	16,268	$	47,026		$	—		$	190,081
Depreciation, amortization and accretion	$	274,541	$	286	$	1,310		$	973		$	277,110
Operating income (loss)	$	120,224	$	5,603	$	(2,978	)	$	(6,751	)	$	116,098
Capital expenditures (3)	$	1,056,215	$	690	$	2,285		$	495		$	1,059,685
Nine months ended September 30, 2011
Revenues	$	451,171	$	13,262	$	49,918		$	—		$	514,351
Cost of revenues (2)	$	98,031	$	9,938	$	44,689		$	—		$	152,658
Depreciation, amortization and accretion	$	227,772	$	139	$	944		$	850		$	229,705
Operating income (loss)	$	82,269	$	2,053	$	23		$	(5,666	)	$	78,679
Capital expenditures (3)	$	303,340	$	337	$	2,127		$	2,078		$	307,882
Assets
As of September 30, 2012	$	5,883,472	$	9,246	$	41,249		$	149,324		$	6,083,291
As of December 31, 2011	$	3,439,401	$	4,787	$	37,377		$	124,834		$	3,606,399

(1) Assets not identified by segment consist primarily of general corporate assets.

(2) Excludes depreciation, amortization and accretion.

(3) Includes cash paid for capital expenditures and acquisitions and related earn-outs and vehicle capital lease additions.

For the nine months ended September 30, 2012 and 2011, the Company’s leasing revenues generated outside of the United States were 5.9% and 2.9%, respectively, of total consolidated leasing revenues. As of September 30, 2012 and December 31, 2011, the Company’s total assets outside of the United States were 6.9% and 8.7%, respectively, of total consolidated assets.

25

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

15. CONCENTRATION OF CREDIT RISK

The Company’s credit risks arise from accounts receivable with international, national, regional and local wireless service providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral.

The following is a list of significant customers (representing at least 10% of revenue for the periods reported) and the percentage of total revenue for the specified time periods derived from such customers:

Site Leasing Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
AT&T		23.0	%		27.0	%		23.8	%		27.0	%
Sprint		22.0	%		21.8	%		22.7	%		22.1	%
T-Mobile		15.4	%		11.2	%		13.9	%		11.3	%
Verizon		13.3	%		15.7	%		13.7	%		15.6	%
Site Development Consulting Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Ericsson, Inc		17.6	%		0.3	%		20.6	%		0.9	%
Alcatel-Lucent		10.7	%		0.0	%		10.0	%		0.0	%
Verizon		9.8	%		18.0	%		12.0	%		17.4	%
Nsoro		5.9	%		4.0	%		6.1	%		10.7	%
T-Mobile		2.6	%		10.3	%		5.7	%		9.3	%
Site Development Construction Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Ericsson, Inc		26.9	%		6.4	%		19.2	%		8.5	%
Nsoro Mastec		23.5	%		48.0	%		26.5	%		43.4	%
Overland Contracting		10.9	%		5.6	%		9.5	%		7.0	%

At September 30, 2012, five significant customers comprised 51.4% of total gross accounts receivable compared to five significant customers which comprised 50.4% of total gross accounts receivable at December 31, 2011.

16. SUBSEQUENT EVENTS

TowerCo Acquisition

On October 1, 2012, SBA, through its wholly-owned subsidiary, completed its previously announced acquisition of TowerCo II Holdings LLC, which owns 3,256 tower sites in 47 states across the U.S. and Puerto Rico. As consideration for the acquisition, the Company paid $1.2 billion with cash on-hand and issued 4.6 million shares of its Class A common stock. The Company is in the process of evaluating the allocation of the purchase price among the fair value of the assets acquired and liabilities assumed.

26

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications towers. Our principal operations are in the United States and its territories. As of September 30, 2012, we also owned towers in Canada, Costa Rica, El Salvador, Guatemala, Nicaragua and Panama. Our primary business line is our site leasing business, which contributed approximately 97.5% of our total segment operating profit for the year-to-date period ended September 30, 2012. In our site leasing business, we lease antenna space to wireless service providers on towers and other structures that we own, manage or lease from others. The towers that we own have been constructed by us at the request of a wireless service provider, constructed based on our own initiative or acquired. As of September 30, 2012, we owned 13,257 tower sites, the substantial majority of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. As adjusted for our acquisition of 3,256 towers in the TowerCo acquisition on October 1, 2012, we would have had 16,513 towers as of September 30, 2012. We also managed or leased approximately 4,900 actual or potential additional communications sites, approximately 500 of which were revenue producing as of September 30, 2012. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Site Leasing Services

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts. Site leasing revenues are received primarily from wireless service provider tenants, including AT&T, Sprint, Verizon Wireless and T-Mobile. Wireless service providers enter into numerous different tenant leases with us, each of which relates to the lease or use of space at an individual tower site. Tenant leases are generally for an initial term of five to ten years with five 5-year renewal periods at the option of the tenant. These tenant leases typically contain specific rent escalators, which average 3-4% per year, including the renewal option periods. Tenant leases are generally paid on a monthly basis and revenue from site leasing is recorded monthly on a straight-line basis over the current term of the related lease agreements. Rental amounts received in advance are recorded in deferred revenue.

Cost of site leasing revenue primarily consists of:

• Rental payments on ground and other underlying property leases;

• Straight-line rent adjustment for the difference between rental payments made and the expense recorded as if the payments had been made evenly throughout the minimum lease term (which may include renewal terms) of the underlying property leases;

• Property taxes;

• Site maintenance and monitoring costs (exclusive of employee related costs);

• Utilities;

• Property insurance; and

• Deferred lease origination cost amortization.

Ground leases are generally for an initial term of five years or more with multiple renewal terms of five year periods at our option and provide for rent escalators which typically average 3-4% annually or provide for term

27

escalators of approximately 15%. Of the 13,257 tower sites we owned as of September 30, 2012, approximately 72% were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of direct costs associated with operating a tower varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower or upgrading or repairing an access road or fencing.

As indicated in the table below, our site leasing business generates a significant portion of our total revenues. For information regarding our operating segments, please see Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

	Revenues
	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
	(dollars in thousands)
Site leasing revenue	$	208,828		$	154,514		$	585,332		$	451,171
Total revenues	$	238,606		$	175,549		$	660,243		$	514,351
Site leasing revenue percentage of total revenues		87.5	%		88.0	%		88.7	%		87.7	%
	Segment Operating Profit
	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
	(dollars in thousands)
Site leasing segment operating profit (1)	$	162,207		$	120,582		$	458,545		$	353,140
Total segment operating profit (1)	$	166,923		$	123,702		$	470,162		$	361,693
Site leasing segment operating profit percentage of total segment operating profit (1)		97.2	%		97.5	%		97.5	%		97.6	%

⁽¹⁾  Site leasing segment operating profit and total segment operating profit are non-GAAP financial measures. We reconcile these measures and other Regulation G disclosures in this quarterly report in the section entitled Non-GAAP Financial Measures.

We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures. Due to the relatively young age and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers upgrade their equipment. Furthermore, because our towers are strategically positioned and our customers typically do not relocate, we have historically experienced low tenant lease terminations as a percentage of revenue.

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The following rollforward summarizes the activity in our consolidated tower portfolio from December 31, 2011 to September 30, 2012:

	Number of Towers
Towers owned at December 31, 2011		10,524
Purchased towers		78
Constructed towers		63
Towers reclassified/disposed (1)		(4	)
Towers owned at March 31, 2012		10,661
Purchased towers		2,381
Constructed towers		90
Towers reclassified/disposed (1)		(10	)
Towers owned at June 30, 2012		13,122
Purchased towers		37
Constructed towers		99
Towers reclassified/disposed (1)		(1	)
Towers owned at September 30, 2012		13,257

⁽¹⁾  Reclassifications reflect the combination for reporting purposes of multiple tower structures on a single parcel of real estate, which we market and customers view as a single location, into a single tower site. Dispositions reflect the decommissioning, sale, conveyance or legal transfer of owned tower sites.

Site Development Services

Our site development business is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development services revenues are received primarily from providing a full range of end to end services to wireless service providers or companies providing development or project management services to wireless service providers. We principally perform services for third parties in our core, historical areas of wireless expertise, specifically, site acquisition, zoning, technical services and construction. Our site development business consists of two segments, site development consulting and site development construction.

Our site development customers engage us on a project-by-project basis and a customer can generally terminate an assignment at any time without penalty. Site development projects, both consulting and construction, include contracts on a time and materials basis or a fixed price basis. The majority of our site development services are billed on a fixed price basis. Time and materials based site development contracts are billed and revenue is recognized at contractual rates as the services are rendered. Our site development projects generally take from three to twelve months to complete. For those site development consulting contracts in which we perform work on a fixed price basis, we recognize revenue based on the completion of agreed upon phases of the project on a per site basis.

Our revenue from site development construction contracts is recognized on the percentage-of-completion method of accounting, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Revenue from our site development construction business may fluctuate from period to period depending on construction activities, which are a function of the timing and amount of our clients’ capital expenditures, the number and significance of active customer engagements during a period, weather and other factors.

Cost of site development consulting revenue and construction revenue includes all costs of materials, salaries and labor costs, including payroll taxes, subcontract labor, vehicle expense and other costs directly and indirectly related to the projects. All costs related to site development consulting contracts and construction contracts are recognized as incurred.

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The table below provides the percentage of total revenues contributed by site development consulting services and site development construction services for the three and nine months ended September 30, 2012 and 2011. For information regarding our operating segments, see Note 14 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report.

	Revenues
	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
	(dollars in thousands)
Site development consulting	$	10,588		$	4,399		$	24,188		$	13,262
Site development construction	$	19,190		$	16,636		$	50,723		$	49,918
Total revenues	$	238,606		$	175,549		$	660,243		$	514,351
Site development consulting		4.4	%		2.5	%		3.7	%		2.6	%
Site development construction		8.0	%		9.5	%		7.7	%		9.7	%

International Operations

As of September 30, 2012, we had operations in Canada, Costa Rica, El Salvador, Guatemala, Nicaragua and Panama. Our operations in these countries are solely in the site leasing business, and we expect to expand operations through new builds and acquisitions. Tenant leases in the Canadian market typically have similar terms and conditions as those in the United States, with an initial term of five years, and specific rent escalators. Tenant leases in Central America typically have a ten year initial term with similar renewal terms and rent escalators as those in the United States and Canada.

In our Central American markets, significantly all of our revenue, expenses, and capital expenditures arising from our new build activities are denominated in U.S. dollars. Specifically, our ground leases, our tenant leases and most of our tower related expenses are due, and paid, in U.S. dollars. In our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities and (3) taxes. In our Canadian operations, significantly all of our revenue, expenses and capital expenditures, including tenant leases, ground leases and other tower-related expenses, are denominated in Canadian dollars.

Recent Developments

On September 14, 2012, we reached an agreement with T-Mobile USA (“T-Mobile”) to extend the remaining term on approximately 2,800 existing leases to an average of approximately 7 years, and granted T-Mobile rights to upgrade certain towers with radio equipment in connection with its network modernization plan. The terms of the agreement will result in recognizing an increase in non-cash site rental revenue and increased annual cash escalations.

On September 6, 2012, we sold certain DAS networks located in New York, Chicago and Las Vegas, to ExteNet Systems, Inc. for approximately $94.3 million in cash and $25 million in the form of a promissory note. On October 23, 2012, an additional DAS network in Auburn, Alabama was sold to ExteNet for cash consideration of $5.7 million.

On October 1, 2012, we completed our previously announced acquisition of TowerCo II Holdings LLC, which owned 3,256 tower sites in 47 states across the U.S. and Puerto Rico. As consideration for the acquisition, we paid $1.2 billion in cash and issued 4.6 million shares of our Class A common stock.

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CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. We base these estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and these estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically evaluate these estimates and judgments based on available information and experience. Actual results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from our estimates, our financial condition and results of operations could be materially impacted. For more information regarding our critical accounting policies and estimates please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K for the year ended December 31, 2011 and Note 2 to our condensed consolidated financial statements. There have been no material changes to the critical accounting policies previously disclosed in that report.

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KEY PERFORMANCE INDICATORS

Non-GAAP Financial Measures

This report contains certain non-GAAP measures, including Segment operating profit and Adjusted EBITDA information. We have provided below a description of such non-GAAP measures, a reconciliation of such non-GAAP measures to their most directly comparable GAAP measures and an explanation as to why management utilizes these measures.

Segment Operating Profit:

We believe that Segment operating profit is an indicator of the operating performance of our site leasing and site development segments and is used to provide management with the ability to monitor the operating results and margin of each segment, while excluding the impact of depreciation, accretion and amortization, which is largely fixed and non-cash in nature. Segment operating profit is not intended to be an alternative measure of revenue or segment gross profit as determined in accordance with GAAP.

	Site leasing segment
	For the three months ended September 30,						Dollar Change			For the nine months ended September 30,						Dollar Change
	2012			2011						2012			2011
	(in thousands)
Segment revenue	$	208,828		$	154,514		$	54,314		$	585,332		$	451,171		$	134,161
Segment cost of revenues (excluding depreciation, accretion and amortization)		(46,621	)		(33,932	)		(12,689	)		(126,787	)		(98,031	)		(28,756	)
Segment operating profit	$	162,207		$	120,582		$	41,625		$	458,545		$	353,140		$	105,405

	Site development consulting segment
	For the three months ended September 30,						Dollar Change			For the nine months ended September 30,						Dollar Change
	2012			2011						2012			2011
	(in thousands)
Segment revenue	$	10,588		$	4,399		$	6,189		$	24,188		$	13,262		$	10,926
Segment cost of revenues (excluding depreciation, accretion and amortization)		(6,925	)		(3,171	)		(3,754	)		(16,268	)		(9,938	)		(6,330	)
Segment operating profit	$	3,663		$	1,228		$	2,435		$	7,920		$	3,324		$	4,596

	Site development construction segment
	For the three months ended September 30,						Dollar Change			For the nine months ended September 30,						Dollar Change
	2012			2011						2012			2011
	(in thousands)
Segment revenue	$	19,190		$	16,636		$	2,554		$	50,723		$	49,918		$	805
Segment cost of revenues (excluding depreciation, accretion and amortization)		(18,137	)		(14,744	)		(3,393	)		(47,026	)		(44,689	)		(2,337	)
Segment operating profit	$	1,053		$	1,892		$	(839	)	$	3,697		$	5,229		$	(1,532	)

Site leasing segment operating profit increased $105.4 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, primarily due to additional profit generated by the towers that we acquired and partially from towers constructed subsequent to September 30, 2011, organic site leasing growth from new leases, contractual rent escalators, lease amendments with current tenants which increased the related rent to reflect additional equipment added to our towers, and increased straight-line leasing revenue associated with the Sprint Network Vision Agreement entered into in the fourth quarter of 2011 and the Mobilitie acquisition completed in the second quarter of 2012.

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Adjusted EBITDA:

We define Adjusted EBITDA as net loss excluding the impact of net interest expenses, provision for taxes, depreciation, accretion and amortization, asset impairment and other charges, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition related expenses, non-cash straight-line leasing revenue, non-cash straight-line ground lease expense and income from discontinued operations.

We believe that Adjusted EBITDA is an indicator of the financial performance of our core businesses. Adjusted EBITDA is a component of the calculation that has been used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement, 8.25% Notes, 5.625% Notes and 5.75% Notes. Adjusted EBITDA is not intended to be an alternative measure of operating income or gross profit margin as determined in accordance with GAAP.

The reconciliation of Adjusted EBITDA is as follows:

	For the three months ended September 30,						Dollar Change			For the nine months ended September 30,						Dollar Change
	2012			2011						2012			2011
	(in thousands)									(in thousands)
Net loss	$	(52,699	)	$	(33,437	)	$	(19,262	)	$	(128,804	)	$	(97,723	)	$	(31,081	)
Interest income		(335	)		(38	)		(297	)		(419	)		(97	)		(322	)
Total interest expense(1)		71,651			60,777			10,874			198,302			172,492			25,810
Depreciation, accretion and amortization		101,012			78,136			22,876			277,110			229,705			47,405
Asset impairment		1,560			1,106			454			2,555			1,402			1,153
Provision for taxes(2)		900			808			92			5,422			3,257			2,165
Loss from extinguishment of debt, net		22,643			—			22,643			49,792			1,696			48,096
Non-cash compensation		3,679			2,773			906			10,586			8,695			1,891
Non-cash straight-line leasing revenue		(12,245	)		(2,173	)		(10,072	)		(31,909	)		(6,059	)		(25,850	)
Non-cash straight-line ground lease expense		5,899			3,191			2,708			13,999			8,873			5,126
Acquisition related costs		5,715			1,474			4,241			21,875			4,876			16,999
Other income/expense		(249	)		(122	)		(127	)		(5,233	)		527			(5,760	)
Income from discontinued operations		(969	)		—			(969	)		(2,349	)		—			(2,349	)
Adjusted EBITDA	$	146,562		$	112,495		$	34,067		$	410,927		$	327,644		$	83,283

⁽¹⁾  Total interest expense includes cash interest expense, non-cash interest expense and amortization of deferred financing fees.

⁽²⁾  Includes $(129) and $613 of franchise taxes for the three and nine months ended September 30, 2012, respectively, and $417 and $1,473 in the same periods from prior year, respectively, as reflected in the Consolidated Statement of Operations in selling, general and administrative expenses.

Adjusted EBITDA increased $83.3 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, primarily due to increased site leasing segment operating profit offset by an increase in selling, general and administrative costs.

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RESULTS OF OPERATIONS

Three months ended September 30, 2012 Compared to Three months ended September 30, 2011

	For the three months ended September 30,						Dollar Change			Percentage Increase (Decrease)
	2012			2011
	(in thousands)
Revenues:
Site leasing	$	208,828		$	154,514		$	54,314			35.2	%
Site development		29,778			21,035			8,743			41.6	%
Total revenues		238,606			175,549			63,057			35.9	%
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing		46,621			33,932			12,689			37.4	%
Cost of site development		25,062			17,915			7,147			39.9	%
Selling, general and administrative		17,565			15,415			2,150			13.9	%
Asset impairment		1,560			1,106			454			41.0	%
Acquisition related expenses		5,715			1,474			4,241			287.7	%
Depreciation, accretion and amortization		101,012			78,136			22,876			29.3	%
Total operating expenses		197,535			147,978			49,557			33.5	%
Operating income		41,071			27,571			13,500			49.0	%
Other income (expense):
Interest income		335			38			297			781.6	%
Interest expense		(50,578	)		(42,307	)		(8,271	)		19.5	%
Non-cash interest expense		(17,874	)		(16,089	)		(1,785	)		11.1	%
Amortization of deferred financing fees		(3,199	)		(2,381	)		(818	)		34.4	%
Loss from extinguishment of debt, net		(22,643	)		—			(22,643	)		100.0	%
Other income (expense)		249			122			127			104.1	%
Total other expense		(93,710	)		(60,617	)		(33,093	)		54.6	%
Loss from continuing operations before provision for income taxes		(52,639	)		(33,046	)		(19,593	)		59.3	%
Provision for income taxes		(1,029	)		(391	)		(638	)		163.2	%
Loss from continuing operations		(53,668	)		(33,437	)		(20,231	)		60.5	%
Income from discontinued operations, net of income taxes		969			—			969			100.0	%
Net loss		(52,699	)		(33,437	)		(19,262	)		57.6	%
Less: Net loss attributable to the noncontrolling interest		254			132			122			92.4	%
Net loss attributable to SBA Communications Corporation	$	(52,445	)	$	(33,305	)	$	(19,140	)		57.5	%

Revenues:

Site leasing revenues increased $54.3 million for the three months ended September 30, 2012, as compared to the same period in the prior year, due largely to (i) revenues from the towers that we acquired, including $27.6 million from the Mobilitie towers acquired in the second quarter, or towers that we constructed subsequent to September 30, 2011 (ii) organic site leasing growth from new leases, contractual rent escalators and lease amendments which increased the related rent to reflect additional equipment added to our towers and (iii) increased straight-line leasing revenue associated with the Sprint Network Vision Agreement entered into in the fourth quarter of 2011.

Site development revenues increased $8.8 million for the three months ended September 30, 2012, as compared to the same period in the prior year, due to a higher volume of work performed during the quarter as compared to the same period last year, including a particularly substantial increase associated with Sprint’s Network Vision initiative.

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Operating Expenses:

Site leasing cost of revenues increased $12.7 million for the three months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of the growth in the number of tower sites owned by us, including $10.6 million (the majority of which is reimbursable to us) from the Mobilitie towers acquired in the second quarter, offset by the positive impact of our ground lease purchase program.

Site development cost of revenues increased $7.2 million for the three months ended September 30, 2012, as compared to the same period in the prior year, due to a higher volume of work associated with the deployment of next generation networks by wireless carriers including Sprint’s Network Vision initiative.

Selling, general and administrative expenses increased $2.2 million for the three months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in personnel, salaries and benefits and non-cash compensation due in part to the Company’s recent portfolio expansion as well as incremental costs incurred in connection with our international expansion since the prior year.

Acquisition related expenses increased $4.2 million for the three months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in acquisition and integration related expenses related to tower acquisitions as well as a change in the fair market value estimate of the earnout accrual during the quarter ended September 30, 2012 compared to the quarter ended September 30, 2011.

Depreciation, accretion and amortization expense increased $22.9 million for the three months ended September 30, 2012, as compared to the same period in the prior year, due to an increase in the number of tower sites built and acquired by us, including the Mobilitie towers acquired in the second quarter, as of September 30, 2012 compared to those owned at September 30, 2011. The depreciation, accretion and amortization expense recorded for the three months ended September 30, 2012 for the Mobilitie towers was $16.6 million.

Operating Income:

Operating income increased $13.5 million for the three months ended September 30, 2012 from the three months ended September 30, 2011, primarily due to higher segment operating profit in both the site leasing and site development segments offset by increases in acquisition related expenses, depreciation, accretion and amortization expense and selling, general and administrative expenses.

Other Income (Expense):

Interest expense increased $8.3 million from the three months ended September 30, 2011 due to the higher weighted average principal amount of cash-interest bearing debt for the three months ended September 30, 2012 compared to the three months ended September 30, 2011, primarily resulting from the issuance of the 2012-1 Term Loan, 2012-1 Tower Securities, 5.75% Notes and the Mobilitie Bridge Loan offset by the redemption of the remaining $243.8 million in aggregate principal amount of our 8.0% Notes.

Non-cash interest expense increased $1.8 million to $17.9 million for the three months ended September 30, 2012, compared to $16.1 million for the three months ended September 30, 2011. This increase primarily reflects the accretion of the debt discounts on the 1.875% and the 4.0% Notes.

Loss from extinguishment of debt of $22.6 million for the three months ended September 30, 2012, was primarily due to the premium paid on the redemption of $243.8 million of the 8.0% Notes, including the write off of $1.0 million of debt discount. Additionally, losses include the write off of $7.0 million of deferred financing fees related to both the redemption of our 8.0% Notes and the early extinguishment of our Mobilitie Bridge Loan. The Company did not extinguish any debt during the third quarter of 2011.

35

Income from Discontinued Operations

Income from discontinued operations was $1.0 million for the three months ended September 30, 2012. As part of the Company’s acquisition of Mobilitie, the Company recorded certain DAS network assets acquired as Assets Held for Sale and reported the related income and expenses in discontinued operations. On September 6, 2012, the Company sold certain DAS networks in New York, Chicago and Las Vegas to ExteNet Systems. One additional network in Auburn, Alabama was sold to ExteNet on October 23, 2012.

Net Loss

Net loss increased $19.3 million to $52.7 million for the three months ended September 30, 2012 from the three months ended September 30, 2011. The increase is primarily due to the loss from the extinguishment of debt, depreciation, accretion and amortization expense as well as selling, general and administrative expenses, interest expense and non-cash interest expense. This was offset by the increase in site leasing segment operating profit.

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Nine months ended September 30, 2012 Compared to Nine months ended September 30, 2011

	For the nine months ended September 30,						Dollar Change			Percentage Increase (Decrease)
	2012			2011
	(in thousands)
Revenues:
Site leasing	$	585,332		$	451,171		$	134,161			29.7	%
Site development		74,911			63,180			11,731			18.6	%
Total revenues		660,243			514,351			145,892			28.4	%
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion, and amortization shown below):
Cost of site leasing		126,787			98,031			28,756			29.3	%
Cost of site development		63,294			54,627			8,667			15.9	%
Selling, general and administrative		52,524			47,031			5,493			11.7	%
Asset impairment		2,555			1,402			1,153			82.2	%
Acquisition related expenses		21,875			4,876			16,999			348.6	%
Depreciation, accretion and amortization		277,110			229,705			47,405			20.6	%
Total operating expenses		544,145			435,672			108,473			24.9	%
Operating income		116,098			78,679			37,419			47.6	%
Other income (expense):
Interest income		419			97			322			332.0	%
Interest expense		(136,728	)		(118,616	)		(18,112	)		15.3	%
Non-cash interest expense		(52,281	)		(47,095	)		(5,186	)		11.0	%
Amortization of deferred financing fees		(9,293	)		(6,781	)		(2,512	)		37.0	%
Loss from extinguishment of debt, net		(49,792	)		(1,696	)		(48,096	)		2835.8	%
Other (expense) income		5,233			(527	)		5,760			(1093.0	%)
Total other expense		(242,442	)		(174,618	)		(67,824	)		38.8	%
Loss from continuing operations before provision for income taxes		(126,344	)		(95,939	)		(30,405	)		31.7	%
Provision for income taxes		(4,809	)		(1,784	)		(3,025	)		169.6	%
Loss from continuing operations		(131,153	)		(97,723	)		(33,430	)		34.2	%
Income from discontinued operations, net of income taxes		2,349			—			2,349			100.0	%
Net loss		(128,804	)		(97,723	)		(31,081	)		31.8	%
Less: Net loss attributable to the noncontrolling interest		256			348			(92	)		(26.4	%)
Net loss attributable to SBA Communications Corporation	$	(128,548	)	$	(97,375	)	$	(31,173	)		32.0	%

Revenues:

Site leasing revenues increased $134.2 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, due largely to (i) revenues from the towers that we acquired, including $54.8 million from the Mobilitie towers acquired in the second quarter, or towers that we constructed subsequent to September 30, 2011, (ii) organic site leasing growth from new leases, contractual rent escalators and lease amendments which increased the related rent to reflect additional equipment added to our towers and (iii) increased straight-line leasing revenue associated with the Sprint Network Vision Agreement entered into in the fourth quarter of 2011.

Site development revenues increased $11.7 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, due to a higher volume of work performed during the period as compared to the same period last year, including a substantial increase associated with Sprint’s Network Vision initiative.

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Operating Expenses:

Site leasing cost of revenues increased $28.8 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of the growth in the number of tower sites owned by us, including $21.1 million (the majority of which is reimbursable to us) from the Mobilitie towers acquired in the second quarter, offset by the positive impact of our ground lease purchase program.

Site development cost of revenues increased $8.6 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, due to a higher volume of work associated with the deployment of next generation networks by wireless carriers including Sprint’s Network Vision initiative.

Selling, general and administrative expenses increased $5.5 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in personnel, salaries and benefits and non-cash compensation due in part to the Company’s recent portfolio expansion, as well as incremental costs incurred in connection with our international expansion.

Acquisition related expenses increased $17.0 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, primarily as a result of an increase in the number of towers acquired, including through the Mobilitie acquisition, as well as changes in the estimate of the earnout accrual due to the fair market adjustment of the earnout liability during the nine month period ended September 30, 2012 compared to the same period ended September 30, 2011. The acquisition related expenses recorded for the Mobilitie acquisition were $13.2 million for the nine months ended September 30, 2012.

Depreciation, accretion and amortization expense increased $47.4 million to $277.1 million for the nine months ended September 30, 2012, as compared to the same period in the prior year, due to an increase in the number of tower sites built and acquired by us, including through the Mobilitie acquisition, as of September 30, 2012 compared to those owned at September 30, 2011. The depreciation, accretion and amortization expense recorded for the Mobilitie towers acquired was $27.3 million for the nine months ended September 30, 2012.

Operating Income:

Operating income increased $37.4 million to $116.1 million for the nine months ended September 30, 2012 from $78.7 million for the nine months ended September 30, 2011, primarily due to higher segment operating profit in the site leasing segment and offset by increases in depreciation, accretion and amortization expense, acquisition related expenses and selling, general and administrative expenses.

Other Income (Expense):

Interest expense was $136.7 million for the nine months ended September 30, 2012, an increase of $18.1 million from the nine months ended September 30, 2011. This increase was due to the higher weighted average amount of cash-interest bearing debt outstanding for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011 resulting from the issuance of the 2011 Term Loan, 2012-1 Term Loan, 5.75% Notes and the Mobilitie Bridge Loan, as well as the 2012-1 Tower Securities. These were offset by the full redemption of $375.0 million in principal amount of our 8.0% Notes and the redemption of $131.3 million in aggregate principal amount of our 8.25% Notes.

Non-cash interest expense was $52.3 million for the nine months ended September 30, 2012, an increase of $5.2 million from the nine months ended September 30, 2011. This increase reflects the accretion of the debt discount on the 1.875% and the 4.0% Notes. This was offset by the repurchase of $15.0 million in principal amount of 1.875% Notes in the first quarter of 2011 and by the redemption of $375.0 million of the 8.0% Notes and $131.3 million of the 8.25% Notes in 2012.

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Other income increased to $5.2 million for the nine months ended September 30, 2012, compared to a $0.5 million expense for the nine months ended September 30, 2011. This increase was a result of a partial settlement of $4.6 million relating to the Chapter 11 bankruptcy case of Lehman Brothers Holdings Inc. and its affiliated debtors related to the Lehman Derivatives.

Loss from extinguishment of debt was $49.8 million for the nine months ended September 30, 2012, an increase of $48.1 million from the nine months ended September 30, 2011. The increase reflects the premium paid on the redemption of $375.0 million of our 8.0% Notes and $131.3 million of our 8.25% Notes and the write off of their related debt discount and deferred financing fees of $2.5 million and $7.7 million, respectively. Additionally, the loss includes the write off of $3.6 million of deferred financing fees related to the early extinguishment of the Mobilitie Bridge Loan. Comparatively, the loss from extinguishment of debt was $1.7 million for the nine months ended September 30, 2011 which was due to the repurchase of $15.0 million in principal amount of the 1.875% Notes.

Income from Discontinued Operations

Income from discontinued operations was $2.3 million for the nine months ended September 30, 2012. As part of the Mobilitie acquisition, the Company recorded certain DAS network assets as Assets Held for Sale and reported the related income and expenses in discontinued operations. On September 6, 2012, the Company sold certain DAS networks located in New York, Chicago and Las Vegas to ExteNet Systems, Inc. One additional DAS network in Auburn, Alabama was sold to ExteNet on October 23, 2012.

Net Loss

Net loss was $128.8 million for the nine months ended September 30, 2012, an increase of $31.1 million from the nine months ended September 30, 2011, primarily due to increases in the loss on extinguishment of debt, acquisition related expenses, depreciation, accretion and amortization expense as well as interest expense, non-cash interest expense and selling, general and administrative costs. This was offset by an increase in site leasing segment operating profit.

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LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation is a holding company with no business operations of its own. SBA Communications’ only significant asset is the outstanding capital stock of Telecommunications, which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.

A summary of our cash flows is as follows:

	For the nine months ended
	September 30, 2012			September 30, 2011
	(in thousands)
Summary cash flow information:
Cash provided by operating activities	$	237,523		$	186,427
Cash used in investing activities		(965,193	)		(307,250	)
Cash provided by financing activities		2,119,105			236,073
Increase in cash and cash equivalents		1,391,435			115,250
Effect of exchange rate changes on cash and cash equivalents		(55	)		(199	)
Cash provided by discontinued operations from operating activities		2,349			—
Cash and cash equivalents, beginning of the period		47,316			64,254
Cash and cash equivalents, end of the period	$	1,441,045		$	179,305

Sources of Liquidity

We fund our growth, including our tower portfolio growth, through cash flows from operations, long-term indebtedness and equity issuances. With respect to our debt financing, we have issued secured and unsecured debt instruments at various levels of our organizational structure to minimize our financing costs while maximizing our operational flexibility.

Cash provided by operating activities was $237.5 million for the nine months ended September 30, 2012 as compared to $186.4 million for the nine months ended September 30, 2011. This increase was primarily due to an increase in segment operating profit from the site leasing segment partially offset by increased cash interest payments relating to the higher average amount of cash-interest bearing debt outstanding for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011.

During the nine months ended September 30, 2012, we borrowed $484.0 million and repaid $484.0 million under the Revolving Credit Facility. As of September 30, 2012, the availability under the Revolving Credit Facility was $700.0 million, subject to compliance with specific financial ratios and the satisfaction of other customary conditions to borrowing in the Senior Credit Agreement.

On March 7, 2012, we sold 6,005,000 shares of our Class A common stock at $47.30 per share resulting in proceeds of $283.9 million, net of related fees.

In connection with the Mobilitie acquisition, which we consummated on April 2, 2012, we issued, as a portion of the consideration, 5,250,000 newly issued shares of our Class A common stock. We simultaneously entered into the Bridge Loan Credit Agreement (as defined below) for a $400 million bridge loan.

On May 9, 2012, we obtained a new $200.0 million senior secured term loan (“2012-1 Term Loan”). The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). As of September 30, 2012, the 2012-1 Term Loan was accruing interest at 2.72% per annum. Principal of the 2012-1 Term Loan will be repaid in quarterly installments on the last day of each March, June, September and December, commencing on September 30, 2012, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter.

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On July 13, 2012, we issued $800.0 million of our 5.75% unsecured senior notes due July 15, 2020 at par with interest payable semi-annually on July 15 and January 15 of each year beginning on January 15, 2013.

On August 9, 2012, we issued $610.0 million of the 2012-1 Tower Securities (as defined below) at par which have an anticipated repayment date of December 15, 2017 and a final maturity date of December 15, 2042. The fixed coupon interest rate of the 2012-1 Tower Securities is 2.933% per annum, payable monthly.

On September 28, 2012, we issued $500.0 million of our 5.625% unsecured senior notes due October 1, 2019 at par with interest payable semi-annually on October 1 and April 1 of each year, beginning on April 1, 2013.

On September 28, 2012, we obtained a new $300.0 million 2012-2 Term Loan (as defined below). The 2012-2 Term Loan accrues interest, at SBA Senior Finance II, LLC’s (“SBA Senior Finance”) election, at either the Base Rate plus 1.75% per annum (with a Base Rate floor of 2%) or Eurodollar Rate plus 2.75% per annum (with a Eurodollar Rate floor of 1%). Principal of the 2012-2 Term Loan is to be repaid in equal quarterly installments in March, June, September and December (commencing in March 2013) in an aggregate amount equal to $3.0 million per year with the remaining balance payable upon maturity in September 2019. The 2012-2 Term Loan was issued at 99.75% of par value.

On September 6, 2012, we sold certain DAS networks located in New York, Chicago and Las Vegas, to ExteNet Systems, Inc. for approximately $94.3 million in cash and $25 million in the form of a promissory note. On October 23, 2012, an additional DAS network in Auburn, Alabama was sold to ExteNet for cash consideration of $5.7 million.

Registration Statements

We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites or related assets. During the nine months ended September 30, 2012, we did not issue any shares of Class A common stock under this registration statement. As of September 30, 2012, we had approximately 1.7 million shares of Class A common stock remaining under this shelf registration statement.

On February 27, 2012, we filed with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR. This registration statement enables us to issue shares of our Class A common stock, preferred stock or debt securities either separately or represented by warrants, or depositary shares as well as units that include any of these securities. Under the rules governing automatic shelf registration statements, we will file a prospectus supplement and advise the Commission of the amount and type of securities each time we issue securities under this registration statement. During the nine months ended September 30, 2012, we issued 6,005,000 shares of our Class A common stock under the automatic shelf registration statement and the prospectus supplement related thereto.

Uses of Liquidity

We believe that our principal use of liquidity will be to fund tower portfolio growth and, secondarily, to fund our stock repurchase program. In the future, we may repurchase, for cash or equity, our outstanding indebtedness in privately-negotiated or open market transactions in order to optimize our liquidity and leverage and take advantage of market opportunities.

In order to manage our leverage and liquidity positions, take advantage of market opportunities and ensure continued compliance with our financial covenants, we may from time to time repurchase our outstanding indebtedness for cash or equity. If we undertake debt repurchases or exchanges, these actions could materially impact the amount and composition of indebtedness outstanding or dilute our existing shareholders.

Our cash capital expenditures for the nine months ended September 30, 2012 were $1,057.5 million. The $1,057.5 million consists of cash capital expenditures of $957.1 million that we incurred primarily in connection with the acquisition of 2,496 completed towers net of related working capital adjustments and earnouts paid in connection with previous acquisitions, $50.3 million for construction and related costs associated with the completion of 252 new

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towers and for sites in process during the nine months ended September 30, 2012, $6.4 million for tower maintenance capital expenditures, $15.8 million for augmentations and tower upgrades, $2.0 million for general corporate expenditures and $25.9 million for ground lease purchases (excluding $4.7 million spent to extend ground lease terms).

On April 2, 2012, we completed our acquisition of the equity interests in certain entities affiliated with Mobilitie LLC. In connection with the acquisition, we paid approximately $850 million in cash, which we funded from (i) borrowings under our Revolving Credit Facility and (ii) a new $400 million bridge loan (“Mobilitie Bridge Loan”). Additionally, we issued 5.25 million shares of our Class A common stock.

On April 13, 2012, the proceeds from the equity offering of 6,005,000 shares of our Class A common stock were used to redeem $131.3 million in aggregate principal amount of our 8.0% Notes and $131.3 million in aggregate principal amount of our 8.25% Notes and to pay the applicable premium for the redemption.

On May 9, 2012, we used the proceeds from the 2012-1 Term Loan to repay $200.0 million of the outstanding balance under our Revolving Credit Facility.

On July 13, 2012, we used the net proceeds from the issuance of the 5.75% Notes to repay the $400.0 million outstanding balance under the Mobilitie Bridge Loan and to repay the $284.0 million outstanding balance under our Revolving Credit Facility. The remaining proceeds were used for general corporate purposes.

On August 9, 2012, we used the net proceeds from the issuance of the 2012-1 Tower Securities to repay in full the remaining $243.8 million balance of the 8.0% Notes plus $14.6 million in applicable premium associated with early redemption. The remaining net proceeds were used to pay a portion of the cash consideration in connection with our acquisition of TowerCo II Holdings LLC and for general corporate purposes.

On October 1, 2012, we completed our previously announced acquisition of TowerCo II Holdings LLC, which owns 3,256 tower sites in 47 states across the U.S. and Puerto Rico. As consideration for the acquisition, we paid $1.2 billion in cash and issued 4.6 million shares of our Class A common stock.

During the remainder of 2012, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $3.0 million to $4.0 million. In addition to the TowerCo acquisition, we expect to have discretionary cash capital expenditures during the remainder of 2012 primarily associated with new tower construction, additional tower acquisitions, tower augmentations and ground lease purchases. We expect to fund these additional cash capital expenditures from cash on hand, cash flow from operations and borrowings under the Revolving Credit Facility. The exact amount of our future cash capital expenditures will depend on a number of factors including amounts necessary to support our tower portfolio, our new tower build and tower acquisition programs, and our ground lease purchase program.

Subsequent to September 30, 2012, we acquired 4 towers for an aggregate consideration paid of $2.0 million in cash.

During the nine months ended September 30, 2012 we did not repurchase any shares of our Class A common stock under our stock repurchase program. As of September 30, 2012, we had a remaining authorization to repurchase $150.0 million of Class A common stock under our current $300.0 million stock repurchase program.

Debt Instruments and Debt Service Requirements

Revolving Credit Facility

The Revolving Credit Facility consists of a revolving loan under which up to $700.0 million aggregate principal amount may be borrowed, repaid and redrawn, subject to compliance with specific financial ratios and the satisfaction of other customary conditions to borrowing. The aggregate principal amount under the Revolving Credit Facility was increased from $500 million to $600 million on April 2, 2012 and increased from $600 million to $700 million on

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May 9, 2012. The Company incurred deferred financing fees of $1.1 million in relation to these increases. Amounts borrowed under the Revolving Credit Facility accrue interest at the Eurodollar Rate plus a margin that ranges from 187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that ranges from 87.5 basis points to 137.5 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Amended and Restated Credit Agreement (the “Senior Credit Agreement”) entered into by SBA Senior Finance II, LLC on June 30, 2011, as amended. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, May 9, 2017. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. A per annum commitment fee of 0.375% to 0.5% of the unused commitments under the Revolving Credit Facility is charged based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of a period may not be reflective of the total amounts outstanding during such period. As of September 30, 2012, SBA Senior Finance II and SBA Communications were in compliance with the financial covenants contained in the Senior Credit Agreement.

During the nine months ended September 30, 2012, we borrowed $484.0 million under the Revolving Credit Facility and repaid the full $484.0 million. As of September 30, 2012, we do not have any amounts outstanding under our Revolving Credit Facility.

Term Loans

2011 Term Loan

The 2011 Term Loan consists of a senior secured term loan in an initial aggregate principal amount of $500.0 million and matures on June 30, 2018. The 2011 Term Loan accrues interest, at our election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). As of September 30, 2012, the 2011 Term Loan was accruing interest at 3.75% per annum. Quarterly principal payments have commenced as of September 30, 2011, in which $1.25 million of the principal on the 2011 Term Loan is repaid on the last day of each March, June, September and December. The remaining principal balance of the 2011 Term Loan will be due and payable on the maturity date. We have the ability to prepay any or all amounts under the 2011 Term Loan without premium or penalty. The 2011 Term Loan was issued at 99.75% of par value.

During the nine months ended September 30, 2012, we made scheduled principal repayments of $3.8 million. As of September 30, 2012, the 2011 Term Loan had a principal balance of $493.8 million.

2012-1 Term Loan

The 2012-1 Term Loan, which we obtained on May 9, 2012, consists of a $200.0 million senior secured term loan. The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). As of September 30, 2012, the 2012-1 Term Loan was accruing interest at 2.72% per annum. Commencing on September 30, 2012, principal of the 2012-1 Term Loan is repaid in quarterly installments on the last day of each March, June, September and December, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-1 Term Loan without premium or penalty. To the extent not previously paid, the 2012-1 Term Loan will be due and payable on May 9, 2017. The 2012-1 Term Loan was issued at par. Proceeds from the 2012-1 Term Loan were used to pay amounts outstanding under the Revolving Credit Facility.

During the nine months ended September 30, 2012, we made a scheduled principal repayment of $2.5 million. As of September 30, 2012, the 2012-1 Term Loan had a principal balance of $197.5 million.

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2012-2 Term Loan

The 2012-2 Term Loan, which we obtained on September 28, 2012, consists of a $300.0 million senior secured term loan that accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 175 basis points (with a Base Rate floor of 2%) or the Eurodollar Rate plus 275 basis points (with a Eurodollar Rate floor of 1%). As of September 30, 2012, the 2012-2 Term Loan was accruing interest at 3.75% per annum. Principal of the 2012-2 Term Loan will be repaid in equal quarterly installments on the last day of each March, June, September and December, commencing in March 2013, in an aggregate amount equal to $3.0 million per year. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-2 Term Loan without premium or penalty, with the exception of a 1% premium if prepayment is made in the first year of the loan. To the extent not previously paid, the 2012-2 Term Loan is due and payable in September 2019. The 2012-2 Term Loan was issued at 99.75% of par value. We used the borrowings under the 2012-2 Term Loan to pay a part of the cash consideration in the TowerCo acquisition. The remaining proceeds under the 2012-2 Term Loan are expected to be used for general corporate purposes.

Mobilitie Bridge Loan

Simultaneous with the closing of the Mobilitie acquisition, our wholly-owned subsidiary, SBA Monarch, as borrower, entered into a credit agreement with the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Barclays Bank PLC, as joint lead arrangers and bookrunners (the “Bridge Loan Credit Agreement”). Pursuant to the Bridge Loan Credit Agreement, SBA Monarch borrowed an aggregate principal amount of $400 million under a senior secured bridge loan (the “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged from 3.00% to 3.50%, in each case based on SBA Monarch’s ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA (calculated in accordance with the Bridge Loan Credit Agreement).

On July 13, 2012, we repaid the $400 million principal outstanding under the Mobilitie Bridge Loan from the proceeds of the 5.75% Notes.

Secured Tower Revenue Securities

2010 Tower Securities

On April 16, 2010, a New York common law trust (the “Trust”) issued $680.0 million of Secured Tower Revenue Securities Series 2010-1 (the “2010-1 Tower Securities”), and $550.0 million of Secured Tower Revenue Securities Series 2010-2 (the “2010-2 Tower Securities” and together with the 2010-1 Tower Securities, the “2010 Tower Securities”). The weighted average annual fixed coupon interest rate of the 2010 Tower Securities is 4.7%, including borrowers’ fees, payable monthly. The anticipated repayment date and the final maturity date for the 2010-1 Tower Securities is April 15, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 17, 2017 and April 15, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers (as defined below). For a detailed discussion of the 2010 Tower Securities, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2011, filed with the Commission on February 27, 2012.

2012-1 Tower Securities

On August 9, 2012, we, through our Trust, sold $610 million of Secured Tower Revenue Securities Series 2012-1 (the “2012-1 Tower Securities”) which have an anticipated repayment date of December 15, 2017 and a final maturity date of December 15, 2042. The fixed coupon interest rate of the 2012-1 Tower Securities is 2.933% per annum, payable monthly. Net proceeds from the 2012-1 Tower Securities were used to

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repay in full the remaining $243.8 million balance of the 8.0% Senior Notes due 2016 plus $14.6 million in applicable premium associated with early redemption. The remaining net proceeds were used (1) to pay a portion of the cash consideration in connection with SBA’s acquisition of TowerCo and (2) for general corporate purposes.

In connection with the issuance of the 2012-1 Tower Securities, the parties entered into the Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012 (the “Fifth Loan Supplement”), which amended the original agreement and amendment dated November 18, 2005. The Fifth Loan Supplement was executed by and among SBA Properties, Inc., SBA Sites, Inc., and SBA Structures, Inc. (the “Initial Borrowers”) and SBA Infrastructure, LLC, SBA Monarch Towers III, LLC and SBA Towers USVI II, Inc. (the “Additional Borrowers” and together with the Initial Borrowers, the “Borrowers”) and other parties.

As of September 30, 2012, the Borrowers met the required Debt Service Coverage Ratio as set forth in the mortgage loan agreement.

1.875% Convertible Senior Notes due 2013

At September 30, 2012, we had $535.0 million outstanding of 1.875% Convertible Senior Notes (the “1.875% Notes”) which were recorded at their discounted carrying value of $512.3 million. The maturity date of the 1.875% Notes is May 1, 2013, and as such they are included in current maturities of long term debt in current liabilities. Interest on the 1.875% Notes is payable semi-annually each May 1 and November 1. The 1.875% Notes are convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date. During the first quarter of 2011, the Company repurchased $15.0 million of the 1.875% Notes resulting in a principal balance of $535.0 million.

Concurrently with the pricing of our 1.875% Notes, we entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible note offerings. The initial strike price of the convertible note hedge transactions relating to our 1.875% Notes is $41.46 per share of our Class A common stock (the same as the initial conversion price of our 1.875% Notes) and the upper strike price of the warrants is $67.37 per share. Although we initially entered into convertible note hedge and warrant transactions to cover the full amount of the shares that were issuable upon conversion of the 1.875% Notes, as a result of the bankruptcy of Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”), on November 7, 2008, we terminated the convertible note hedge transaction with Lehman Derivatives which covered 55% of the 13,265,780 shares of our Class A common stock potentially issuable upon conversion of our 1.875% Notes. Consequently, we do not currently have a hedge with respect to those shares and, to the extent that the market price of our Class A common stock exceeds $41.46 per share upon conversion of the notes, we will be subject to dilution, or if we settle in cash, additional costs, upon conversion of that portion of the 1.875% Notes.

On April 17, 2012 the Company received a partial settlement of $4.6 million relating to the Chapter 11 bankruptcy case of Lehman Brothers Holdings Inc. and its affiliated debtors related to the Lehman Derivatives. The amount received was recorded as a gain in other income in the statement of operations during the nine months ended September 30, 2012 and reflected as an inflow of cash from financing activities in the statement of cash flow for the nine months ended September 30, 2012.

4.0% Convertible Senior Notes due 2014

As of September 30, 2012, we had outstanding $500.0 million of our 4.0% Convertible Senior Notes (the “4.0% Notes”) which were recorded at their discounted carrying value of $422.1 million. The maturity date of the 4.0% Notes is October 1, 2014. Interest on the 4.0% Notes is payable semi-annually on April 1 and October 1. The 4.0%

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Notes are convertible, at the holder’s option, into shares of our Class A common stock, at an initial conversion rate of 32.9164 shares of our Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.

Concurrently with the pricing of our 4.0% Notes, we entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible note offerings. The initial strike price of the convertible note hedge transactions relating to our 4.0% Notes is $30.38 per share of our Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

Convertible Senior Notes Conversion Options

The 1.875% Notes and 4.0% Notes (collectively “the Notes”) are convertible only under the following circumstances:

• during any calendar quarter, if the last reported sale price of our Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter,

• during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock and the applicable conversion rate,

• if specified distributions to holders of Class A common stock are made or specified corporate transactions occur, and

• at any time on or after February 19, 2013 for the 1.875% Notes and July 22, 2014 for the 4.0% Notes.

Upon conversion, we have the right to settle our conversion obligation in cash, shares of Class A common stock or a combination of cash and shares of our Class A common stock. From time to time, upon notice to the holders of the Notes, we may change our election regarding the form of consideration that we will use to settle our conversion obligation; provided, however, that we are not permitted to change our settlement election after February 18, 2013 for the 1.875% Notes and July 21, 2014 for the 4.0% Notes.

At the end of the first quarter of 2012 the 4.0% Notes became convertible by the note holders because our Class A common stock closing price per share exceeded $39.49 for at least 20 trading days during the 30 consecutive trading day period ending on March 30, 2012. On July 3, 2012 and October 4, 2012, we again announced that the requisite conditions had been met as of the end of the second and third quarters, respectively, and that the 4.0% Notes remained convertible by the note holders. The 4.0% Notes will continue to be convertible through December 31, 2012, and will still be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of April 24, 2009, are satisfied during future measurement periods. During the third quarter, $10,000 of the 4.0% Notes were converted to our Class A common stock.

At the end of the third quarter of 2012, the conversion right for the 1.875% Notes was triggered because our Class A common stock closing price per share exceeded $53.90 for at least 20 trading days during the 30 consecutive trading day period ending on September 30, 2012. The 1.875% Notes will continue to be convertible until December 31, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of May 16, 2008, are satisfied during future measurement periods.

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Senior Notes

8.0% Senior Notes and 8.25% Senior Notes

On July 24, 2009, Telecommunications issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 and $375.0 million of which were due August 15, 2019. The notes due 2016 (the “8.0% Notes”) have an interest rate of 8.0% and were issued at a price of 99.330% of their face value. The notes due 2019 (the “8.25% Notes”) have an interest rate of 8.25% and were issued at a price of 99.152% of their face value. Interest on the 8.0% Notes and 8.25% Notes is due semi-annually on February 15 and August 15 of each year beginning on February 15, 2010. During the nine months ended September 30, 2012, we redeemed the full $375.0 million in aggregate principal amount of our 8.0% Notes and $131.3 million in aggregate principal amount of our 8.25% Notes and paid the applicable premium for the redemption. The 8.25% Notes are fully and unconditionally guaranteed by SBA Communications.

5.75% Senior Notes

On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes (the “5.75% Notes”) due July 15, 2020. The Notes accrue interest at a rate of 5.75% and were issued at par. Interest on the 5.75% Notes is due semi-annually on July 15 and January 15 of each year beginning on January 15, 2013. We used the net proceeds from this offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under our Revolving Credit Facility. The remaining proceeds were used for general corporate purposes.

In connection with the issuance of the 5.75% Notes, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, we agreed to use our respective reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.75% Notes for new notes guaranteed by us registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to July 8, 2013. If we fail to satisfy certain filings and other obligations with respect to the exchange, we will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until our registration obligations are fulfilled, up to a maximum of 1.00% per annum.

5.625% Senior Notes

On September 28, 2012, we issued $500.0 million of unsecured senior notes (the “5.625% Notes”) due October 1, 2019. The Notes accrue interest at a rate of 5.625% and were issued at par. Interest on the 5.625% Notes is due semi-annually on October 1 and April 1 of each year beginning on April 1, 2013. The Company used the proceeds from the issuance of the 5.625% Notes to pay a portion of the cash consideration in the TowerCo II Holdings LLC acquisition.

In connection with the issuance of the 5.625% Notes, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, we agreed to use our reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.625% Notes for new notes registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to September 23, 2013. If we fail to satisfy certain filings and other obligations with respect to the exchange, we will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until our registration obligations are fulfilled, up to a maximum of 1.00% per annum.

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Debt Service

As of September 30, 2012, we believe that our cash on hand, capacity available under our Revolving Credit Facility and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months based on the amounts outstanding as of September 30, 2012 and the interest rates accruing on those amounts on such date:

1.875% Convertible Senior Notes due 2013	$	543,359
4.0% Convertible Senior Notes due 2014		20,000
8.25% Senior Notes due 2019		20,109
5.625% Senior Notes due 2019		14,063
5.75% Senior Notes due 2020		46,000
4.254% and 5.101% Tower Securities 2010-1 & 2		57,373
2.933% Tower Securities 2012-1		18,085
Revolving Credit Facility		2,661
2011 Term Loan		23,701
2012-1 Term Loan		15,343
2012-2 Term Loan		14,363
Total debt service for next 12 months:	$	775,057

Inflation

The impact of inflation on our operations has not been significant to date. However, we cannot assure you that a high rate of inflation in the future will not adversely affect our operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation.

Accounting Changes and Recent Accounting Pronouncements

There are no accounting changes or relevant recent accounting pronouncements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments.

The following table presents the future principal payment obligations associated with our debt instruments assuming our actual level of indebtedness as of September 30, 2012:

	2012		2013		2014		2015		2016		Thereafter		Total		Fair Value
	(in thousands)
Debt:
1.875% Convertible Senior Notes due 2013 (1)	$	—	$	535,000	$	—	$	—	$	—	$	—	$	535,000	$	814,872
4.0% Convertible Senior Notes due 2014 (1)	$	—	$	—	$	499,990	$	—	$	—	$	—	$	499,990	$	1,060,650
8.25% Senior Notes due 2019	$	—	$	—	$	—	$	—	$	—	$	243,750	$	243,750	$	277,266
5.625% Senior Notes due 2019	$	—	$	—	$	—	$	—	$	—	$	500,000	$	500,000	$	505,000
5.75% Senior Notes due 2020	$	—	$	—	$	—	$	—	$	—	$	800,000	$	800,000	$	838,000
4.254% 2010-1 Tower Securities (2)	$	—	$	—	$	—	$	680,000	$	—	$	—	$	680,000	$	715,428
5.101% 2010-2 Tower Securities (2)	$	—	$	—	$	—	$	—	$	—	$	550,000	$	550,000	$	611,826
2.933% 2012-1 Tower Securities(2)	$	—	$	—	$	—	$	—	$	—	$	610,000	$	610,000	$	620,553
2011 Term Loan	$	1,250	$	5,000	$	5,000	$	5,000	$	5,000	$	472,500	$	493,750	$	492,516
2012-1 Term Loan	$	2,500	$	10,000	$	12,500	$	17,500	$	20,000	$	135,000	$	197,500	$	197,006
2012-2 Term Loan	$	—	$	3,000	$	3,000	$	3,000	$	3,000	$	288,000	$	300,000	$	302,250
Total debt obligation	$	3,750	$	553,000	$	520,490	$	705,500	$	28,000	$	3,599,250	$	5,409,990	$	6,435,367

(1) Amounts set forth reflect the principal amount of the relevant convertible notes and do not reflect the total obligations that may be due on the convertible notes if they are converted prior to their maturity date. As of September 30, 2012, both the 1.875% Notes and the 4.0% Notes are convertible pursuant to the terms of their applicable indenture.

(2) The anticipated repayment date and the final maturity date for the 2010-1 Tower Securities is April 15, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 17, 2017 and April 15, 2042, respectively. The anticipated repayment date and the final maturity date for the 2012-1 Tower Securities is December 15, 2017 and December 15, 2042, respectively.

Our current primary market risk exposure is interest rate risk relating to (1) our ability to meet financial covenants and (2) the impact of interest rate movements on our 2011 Term Loan, 2012-1 Term Loan, 2012-2 Term Loan and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt. While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis. In addition, in connection with our convertible notes, we are subject to market risk associated with the market price of our common stock.

Special Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements regarding:

• our expectations on the future growth and financial health of the wireless industry and the industry participants, and the drivers of such growth;

• our beliefs regarding our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;

• our belief that our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs and minimal non-discretionary capital expenditures;

• our expectation that we will grow our cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments;

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• our intent to grow our tower portfolio internationally through new builds and acquisitions;

• our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required to maintain, improve and modify our towers and general corporate expenditures and the source of funds for these expenditures;

• our intended use of our liquidity;

• our expectations regarding our annual debt service in 2012 and thereafter, and our belief that our cash on hand, cash flows from operations for the next twelve months and availability under our Revolving Credit Facility will be sufficient to service our outstanding debt during the next twelve months; and

• our estimates regarding certain accounting and tax matters.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

• the impact of consolidation among wireless service providers on our leasing revenue;

• our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;

• our ability to continue to comply with covenants and the terms of our credit instruments, our ability to obtain additional financing to fund our capital expenditures and our ability to refinance our 1.875% Notes on expected terms;

• developments in the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect the willingness or ability of the wireless service providers to expend capital to fund network expansion or enhancements;

• our ability to secure as many site leasing tenants as anticipated, recognize our expected economies of scale with respect to new tenants on our towers, and retain current leases on towers;

• our ability to secure and deliver anticipated services business at contemplated margins;

• our ability to build new towers, including our ability to identify and acquire land that would be attractive for our clients and to successfully and timely address zoning, permitting, weather, availability of labor and supplies and other issues that arise in connection with the building of new towers;

• competition for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios;

• our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, tax laws, currency restrictions and legal or judicial systems;

• our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;

• our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels to permit us to meet our anticipated uses of liquidity for operations, debt service and estimated portfolio growth;

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• our ability to successfully estimate the impact of certain accounting and tax matters, including the effect on our company of adopting certain accounting pronouncements and the availability of sufficient net operating losses to offset future taxable income;

• natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;

• a decrease in demand for our communications sites; and

• the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to potential tenants.

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ITEM 4. CONTROLS AND PROCEDURES

In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities and Exchange Act Rule 13a-15(e) as of September 30, 2012. Based on such evaluation, such officers have concluded that, as of September 30, 2012, our disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(e)

In recognition of the superior performance required to successfully (i) negotiate and integrate the Company’s two recent material acquisitions, the Mobilitie acquisition and the TowerCo acquisition, which increased the Company’s tower portfolio by 52% from the number of towers owned on March 31, 2012, and (ii) complete the related financings to support such acquisitions, on August 27, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved awards of special performance bonuses to certain employees, including the Company’s names executive officers. Specifically, the Committee approved a special bonus in the amount of $150,000 to Jeffrey A. Stoops, the Company’s President and Chief Executive Officer, $90,000 to Brendan T. Cavanagh, the Company’s Senior Vice President and Chief Financial Officer, $60,000 to Kurt L. Bagwell, the Company’s President – International, $90,000 to Thomas P. Hunt, the Company’s Chief Administrative Officer and General Counsel, and $60,000 to Jason V. Silberstein, the Company’s Senior Vice President – Property Management.

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ITEM 6. EXHIBITS

Exhibit No.	Description
10.2	Purchase Agreement, dated July 26, 2012, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.
10.3	Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012, by and among SBA Properties, Inc., SBA Sites, Inc. and SBA Structures, Inc., as Borrowers, SBA Infrastructure, LLC, SBA Towers USVI II, Inc. and SBA Monarch Towers III, LLC, as Additional Borrowers, and Midland Loan Services, a Division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
*31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**101.INS	XBRL Instance Document.
**101.SCH	XBRL Taxonomy Extension Schema Document.
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** Furnished herewith.

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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 thereunto duly authorized.

	SBA COMMUNICATIONS CORPORATION
November 7, 2012	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer
	(Duly Authorized Officer)
November 7, 2012	/s/ Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer
	(Principal Financial Officer)

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Exhibit Index

Exhibit No.	Description
10.2	Purchase Agreement, dated July 26, 2012, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as trustee, and the several initial purchasers listed on Schedule I thereto.
10.3	Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012, by and among SBA Properties, Inc., SBA Sites, Inc. and SBA Structures, Inc., as Borrowers, SBA Infrastructure, LLC, SBA Towers USVI II, Inc. and SBA Monarch Towers III, LLC, as Additional Borrowers, and Midland Loan Services, a Division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
*31.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1	Certification by Jeffrey A. Stoops, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2	Certification by Brendan T. Cavanagh, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**101.INS	XBRL Instance Document.
**101.SCH	XBRL Taxonomy Extension Schema Document.
**101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
**101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
**101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
**101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed herewith.

** Furnished herewith.

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EX-10.2

Exhibit 10.2

EXECUTION VERSION

SBA TOWER TRUST

U.S. $610,000,000 Secured Tower Revenue Securities, Series 2012-1

PURCHASE AGREEMENT

July 26, 2012

Barclays Capital Inc.

Deutsche Bank Securities Inc.

as Representatives of the several Initial

Purchasers listed in Schedule I hereto

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

SBA Tower Trust (the “Trust”), a New York common law trust formed pursuant to the Trust and Servicing Agreement (the “Initial Trust Agreement”), dated as of November 18, 2005 (the “Initial Closing Date”), among SBA Depositor LLC, a Delaware limited liability company (the “Depositor”), Midland Loan Services, a division of PNC Bank, National Association, as servicer (the “Servicer”), and Deutsche Bank Trust Company Americas, as successor in interest to Bank of America, N.A., successor by merger to LaSalle Bank National Association, as trustee (the “Trustee”), as supplemented by the First Trust Agreement Supplement (the “First Trust Agreement Supplement”), dated as of November 6, 2006 (the “2006 Closing Date”), the Second Trust Agreement Supplement (the “Second Trust Agreement Supplement”), dated as of April 16, 2010 (the “2010 Closing Date”), and the Third Trust Agreement Supplement (the “Third Trust Agreement Supplement”), dated as of the 2010 Closing Date (the Initial Trust Agreement, as so supplemented, the “Existing Trust Agreement”), and as further supplemented by the Fourth Trust Agreement Supplement (the “Closing Date Trust Agreement Supplement”), to be dated as of the Closing Date (as hereinafter defined), in each case, between the Servicer and the Trustee (the Existing Trust Agreement as so supplemented, the “Trust Agreement”), proposes to issue U.S.$610,000,000 principal amount of its Secured Tower Revenue Securities, Series 2012-1, 2.933% Subclass 2012-1C (the “Offered Certificates”), representing a fractional undivided interest in the Trust. Capitalized terms used herein and not otherwise herein defined shall have the meanings assigned to such terms in the Trust Agreement.

The assets of the Trust currently consist primarily of a monthly pay, nonrecourse mortgage loan (the “Existing Mortgage Loan”) in an aggregate principal amount of $1,230,000,000, evidenced by two promissory notes (the “2010 Notes”), in respect of which each of SBA Properties, Inc. (“SBA Properties”), SBA Sites, Inc. (“SBA Sites”) and SBA Structures, Inc. (“SBA Structures”), each a Florida corporation (each an “Existing Borrower” and collectively, the “Existing Borrowers”), is currently jointly and severally liable pursuant to the Amended and Restated Loan and Security Agreement dated as of the Initial Closing Date, between the Depositor and SBA Properties, as amended and supplemented by the Second Loan and Security Agreement Supplement and Amendment, dated as of the 2006 Closing Date, the Third Loan and Security Agreement Supplement and Amendment, dated as of the 2010 Closing Date, and the Fourth Loan and Security Agreement Supplement and Amendment, dated as of the 2010 Closing Date (as so amended and supplemented, the “Existing Loan Agreement”), in each case, between the Servicer on behalf of the Trustee and the Borrowers then party thereto. The Trust issued Certificates in two subclasses on the 2010 Closing Date (the “2010 Certificates”).

On the Closing Date, (a) SBA Infrastructure, LLC, a Delaware limited liability company (“SBA Infrastructure”), SBA Towers USVI II, Inc., a Florida corporation (“SBA USVI”), and SBA Monarch Towers III, LLC, a Delaware limited liability company (“SBA Monarch” and, together with SBA Infrastructure and SBA USVI, the “SBA III Borrowers”), will become additional borrowers under the Existing Loan Agreement, as supplemented by the Fifth Loan and Security Agreement Supplement and Amendment, to be dated as of the Closing Date (the “Closing Date Loan Supplement”), among the Existing Borrowers, the SBA III Borrowers and the Servicer on behalf of the Trustee (as supplemented, the “Loan Agreement”), (b) the outstanding principal amount of the Existing Mortgage Loan will be increased by $610,000,000 (the “Closing Date Mortgage Loan Increase”), which Closing Date Mortgage Loan Increase will be evidenced by one promissory note (the “2012 Note”), and (c) pursuant to Section 3.25 of the Trust Agreement, upon the execution of the Closing Date Loan Supplement, the Trustee will execute the Closing Date Trust Agreement Supplement and cause the Trust to issue the Offered Certificates. The Closing Date Mortgage Loan Increase (together with the Existing Mortgage Loan and any additional mortgage loan increase after the Closing Date, the “Mortgage Loan”) and the other obligations of the Existing Borrowers and the SBA III Borrowers (collectively, the “Closing Date Borrowers”) under the Loan Agreement will be secured in part by mortgages on the Closing Date Borrowers’ interests in certain of their wireless communications tower sites (the “Closing Date Sites”) on which space is leased to wireless communications companies and other users (the “Lessees”) pursuant to leases or licenses (the “Leases”) for placement of transmission equipment and other purposes.

Repayment of the Mortgage Loan is guaranteed by SBA Guarantor LLC, a Delaware limited liability company (the “Guarantor”), which is or will be the direct parent of the Closing Date Borrowers, pursuant to the Guaranty, dated as of the Initial Closing Date, which will be ratified as of the Closing Date pursuant to the Ratification of the Guaranty, to be dated as of the Closing Date (the “Ratification of the Guaranty”), and by SBA Holdings LLC, a Delaware limited liability company (“SBA Holdings”), which

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is the direct parent of the Guarantor, pursuant to the Parent Guaranty, dated as of the Initial Closing Date, which will be ratified as of the Closing Date pursuant to the Ratification of the Parent Guaranty, to be dated as of the Closing Date (the “Ratification of the Parent Guaranty”). On the Initial Closing Date, the Guarantor had pledged all of the equity interests of SBA Properties as security in support of its obligations under the Guaranty pursuant to the Pledge and Security Agreement, dated as of the Initial Closing Date (the “Initial Guarantor Pledge Agreement”), between the Guarantor and the Trustee, and SBA Holdings pledged all of the equity interests of the Guarantor as security in support of its obligations under the Parent Guaranty pursuant to the Parent Pledge Agreement. On the 2006 Closing Date, the Guarantor pledged all of the equity interests of SBA Sites, SBA Structures, SBA Towers, Inc. (“SBA Towers”), SBA Puerto Rico, Inc. (“SBA Puerto Rico”) and SBA Towers USVI, Inc. (“SBA Towers USVI”; together with SBA Towers and SBA Puerto Rico, the “Released Borrowers”), as security in support of its obligations under the Guaranty pursuant to the Pledge and Security Agreement, dated as of the 2006 Closing Date (the “Second Guarantor Pledge Agreement”), between the Guarantor and the Trustee. On the Closing Date, the Guarantor will re-affirm its pledge of all of the equity interests of SBA Properties under the Initial Guarantor Pledge Agreement pursuant to the Ratification of Pledge, to be dated as of the Closing Date (the “Ratification of the Initial Pledge”), re-affirm its pledge of all of the equity interests of SBA Sites and SBA Structures under the Second Guarantor Pledge Agreement pursuant to the Ratification of Pledge, to be dated as of the Closing Date (the “Ratification of the Second Pledge”), and will pledge all of the equity interests of each of the SBA III Borrowers as security in support of its obligations under the Guaranty pursuant to a Pledge and Security Agreement, to be dated as of the Closing Date, between the Guarantor and the Trustee (the “SBA III Borrower Guarantor Pledge Agreement”), and SBA Holdings will re-affirm its pledge of all of the equity interests of the Guarantor as security in support of its obligations under the Parent Guaranty pursuant to the Ratification of Parent Pledge, to be dated as of the Closing Date (the “Ratification of Parent Pledge”). SBA Holdings is a wholly-owned subsidiary of SBA Senior Finance, LLC, a Florida limited liability company (“SBA Finance”), and an indirect subsidiary of SBA Communications Corporation (“SBA Parent”). On July 28, 2009, the Released Borrowers entered into a Pay-Off, Release and Termination Agreement with, among others, the Existing Borrowers, the Servicer and the Trustee, pursuant to which the Released Borrowers were released from their obligations under the Loan Documents.

SBA Network Management, Inc. (the “Manager”), a Florida corporation and an indirect subsidiary of SBA Parent, will manage the Closing Date Sites on behalf of the Closing Date Borrowers pursuant to a Management Agreement, dated as of the Initial Closing Date, as amended as of the 2006 Closing Date and as of the Closing Date (the “Management Agreement”), among the Manager, the Closing Date Borrowers and any Additional Borrower that becomes a party thereto. The Manager has delegated its duties under the Management Agreement to SBA Network Services, LLC pursuant to a Sub-Management Agreement (the “Sub-Management Agreement”), dated as of the 2010 Closing Date, between the Manager and SBA Network Services, LLC (the “Sub-Manager”).

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The following agreements are referred to herein as the “Existing Transaction Documents”:

(a) the Existing Trust Agreement;

(b) the 2010 Certificates;

(c) the Existing Loan Agreement;

(d) the 2010 Notes;

(e) the Assignment, Acceptance and Consent Agreement, dated as of the Initial Closing Date, among the Depositor and the existing lenders party thereto;

(f) the Assumption and Release Agreement, dated as of the Initial Closing Date, between Lehman Commercial Paper Inc., the Depositor, SBA Properties, SBA Finance, SBA Towers and Tampa Towers, Inc.;

(g) the Contribution Agreement dated as of the 2006 Closing Date between SBA Finance and SBA Holdings;

(h) the Contribution Agreement dated as of the 2006 Closing Date between SBA Holdings and the Guarantor;

(i) the Contribution and Subrogation Agreement, dated as of the 2006 Closing Date, among the Closing Date Borrowers and the Released Borrowers;

(j) the Contribution and Subrogation Agreement, dated as of the 2010 Closing Date, among the Existing Borrowers;

(k) the Guaranty;

(l) the Parent Guaranty;

(m) the Initial Guarantor Pledge Agreement;

(n) the Second Guarantor Pledge Agreement;

(o) the Parent Pledge Agreement;

(p) the Cash Management Agreement, including the Joinder and Amendment to Cash Management Agreement dated as of the 2006 Closing Date among the Existing Borrowers, the Released Borrowers, the Servicer, Deutsche Bank Trust Services America, as agent, and the Manager, and the First Cash Management Agreement Supplement and Amendment dated as of the 2010 Closing Date among the Existing Borrowers, the Servicer, Deutsche Bank Trust Services America, as agent, and the Manager;

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(q) the Deposit Account Control Agreements,

(r) the Environmental Indemnity, including the Joinder to Environmental Indemnity dated as of the 2006 Closing Date among the Closing Date Borrowers, the Released Borrowers, the Guarantor and the Servicer;

(s) the Management Agreement, including the Joinder and Amendment to Management Agreement dated as of the 2006 Closing Date among the Closing Date Borrowers, the Released Borrowers, the Servicer and the Manager;

(t) the Sub-Management Agreement;

(u) the Assignment and Subordination of Management Agreement, including the Joinder to Assignment and Subordination of Management Agreement dated as of the 2006 Closing Date among the Closing Date Borrowers, the Released Borrowers and the Manager; and

(v) the Advance Reimbursement Agreement, including the Joinder to Advance Reimbursement dated as of the 2006 Closing Date among the Closing Date Borrowers, the Released Borrowers, the Servicer and the Trustee.

The following agreements are referred to herein as the “Closing Date Transaction Documents”:

(a) this Agreement;

(b) the Closing Date Trust Agreement Supplement;

(c) the Offered Certificates;

(d) the Closing Date Loan Supplement;

(e) the 2012 Note;

(f) the Contribution Agreement dated as of the Closing Date between SBA Finance and SBA Holdings;

(g) the Contribution Agreement dated as of the Closing Date between SBA Holdings and the Guarantor;

(h) the Contribution and Subrogation Agreement dated as of the Closing Date among the Closing Date Borrowers;

(i) the Ratification of the Guaranty;

5

(j) the Ratification of the Parent Guaranty;

(k) the Ratification of Initial Pledge;

(l) the Ratification of Second Pledge;

(m) the SBA III Borrower Guarantor Pledge Agreement;

(n) the Ratification of Parent Pledge;

(o) the Joinder and Amendment to Cash Management Agreement dated as of the Closing Date among the Closing Date Borrowers, the Servicer, Deutsche Bank Trust Services Americas, as agent, and the Manager;

(p) the Joinder to Environmental Indemnity dated as of the Closing Date among the Closing Date Borrowers, the Guarantor and the Servicer;

(q) the Joinder and Amendment to Management Agreement dated as of the Closing Date among the Closing Date Borrowers, the Servicer and the Manager;

(r) the Joinder to Assignment and Subordination of Management Agreement dated as of the Closing Date among the Closing Date Borrowers and the Manager; and

(s) the Joinder to Advance Reimbursement Agreement dated as of the Closing Date among the Closing Date Borrowers, the Servicer and the Trustee.

The Existing Transaction Documents and the Closing Date Transaction Documents are referred to herein as the “Transaction Documents.” The Closing Date Borrowers, the Depositor, the Guarantor, SBA Holdings, the Manager and the Sub-Manager are referred to herein as the “Transaction Parties.”

The Offered Certificates will be offered and sold to the initial purchasers named in Schedule I annexed hereto (the “Initial Purchasers”) for whom Barclays Capital Inc. and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives”) without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. In consultation with the Representatives, SBA Finance has prepared a preliminary offering memorandum, dated July 25, 2012 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule II (the “Pricing Term Sheet”) setting forth the terms of the Offered Certificates omitted from the Preliminary Offering Memorandum and a final offering memorandum, dated July 26, 2012 (the “Offering Memorandum”), setting forth information concerning the Closing Date Borrowers, the Manager, SBA Finance, SBA Parent and certain affiliated and unaffiliated entities, the

6

Closing Date Sites, the Leases, the Lessees and the Offered Certificates. The Preliminary Offering Memorandum, together with the Pricing Term Sheet and the documents listed on Schedule III hereto are collectively referred to as the “Pricing Disclosure Package.” “Applicable Time” means 3:30 p.m. (New York City time) on the date of this Agreement. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by SBA Finance to the Initial Purchasers pursuant to the terms of this Agreement. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include all amendments and supplements thereto. SBA Finance hereby confirms that it has authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Offered Certificates by the Initial Purchasers in accordance with Section 2.

SBA Finance and the Trustee hereby confirm their agreement with the Initial Purchasers concerning the purchase of the Offered Certificates from the Trustee by the Initial Purchasers.

1. Representations, Warranties and Agreements of SBA Finance.

SBA Finance represents and warrants to, and agrees with, the Initial Purchasers on and as of the date hereof and the Closing Date (as defined in Section 3) that:

(i) The Preliminary Offering Memorandum and the Marketing Materials (as hereinafter defined) (when read together with the Preliminary Offering Memorandum) as of their respective dates, did not, the Pricing Disclosure Package, as of the Applicable Time, did not, and as of the Closing Date, will not, and the Offering Memorandum, as of its date and as of the Closing Date, will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty does not apply to statements in or omissions from the Pricing Disclosure Package or the Offering Memorandum made in reliance upon and in conformity with the Initial Purchasers’ Information (as defined in Section 7(e));

(ii) Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its respective date, contained or contains all of the information that, if requested by a prospective purchaser of the Offered Certificates, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act;

(iii) Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Offered Certificates to the Initial Purchasers and the offer, resale and delivery of the Offered Certificates by the Initial Purchasers in the manner contemplated by this Agreement, the Preliminary Offering Memorandum and the Offering Memorandum, to register the Offered Certificates under the Securities Act;

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(iv) Each of the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure and SBA Monarch has been duly formed as a limited liability company and is validly existing and in good standing under the laws of the State of Delaware, is qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to be duly registered or qualified would not have caused a Material Adverse Effect, and has the requisite power and authority to own or hold its properties and to conduct the business in which it is engaged as described in the Preliminary Offering Memorandum and the Offering Memorandum;

(v) Each of SBA Senior Finance and the Sub-Manager has been duly formed as a limited liability company and is validly existing and in good standing under the laws of the State of Florida, is qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to be duly registered or qualified would not have caused a Material Adverse Effect, and has the requisite power and authority to own or hold its properties and to conduct the business in which it is engaged as described in the Preliminary Offering Memorandum and the Offering Memorandum;

(vi) Each of the Existing Borrowers, SBA USVI and the Manager is duly incorporated and is validly existing and in good standing under the laws of the State of Florida, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to be duly registered or qualified would not have caused a Material Adverse Effect, and has all the requisite corporate power and authority to own, lease and operate its properties and to conduct the business in which it is engaged as described in the Preliminary Offering Memorandum and the Offering Memorandum;

(vii) Each of the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure, SBA Monarch and the Sub-Manager has all requisite limited liability company power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party;

(viii) Each of the Existing Borrowers, SBA USVI and the Manager has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents to which it is a party;

(ix) SBA Finance has all requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement;

(x) This Agreement has been duly authorized, executed and delivered by SBA Finance;

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(xi) On the Closing Date, the Offered Certificates will have been duly and validly authorized and, when the Offered Certificates are duly and validly executed by or on behalf of the Trustee, authenticated by the Certificate Registrar and delivered in accordance with the Trust Agreement and delivered and paid for as provided herein, will be validly issued and outstanding and entitled to the benefits and security afforded by the Trust Agreement.

(xii) Each of the Existing Transaction Documents to which each Transaction Party is a party has been duly authorized, executed and delivered by such Transaction Party and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of such Transaction Party enforceable against such Transaction Party in accordance with its terms (subject to applicable bankruptcy, insolvency reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing);

(xiii) Each of the Closing Date Transaction Documents (other than this Agreement) to which each Transaction Party will be a party will be duly authorized, executed and delivered by such Transaction Party on or prior to the Closing Date and, assuming due authorization, execution and delivery by the other parties thereto, will constitute the legal, valid and binding obligation of such Transaction Party enforceable against such Transaction Party in accordance with its terms (subject to applicable bankruptcy, insolvency reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing);

(xiv) The execution, delivery and performance of this Agreement by SBA Finance and the consummation of the transactions contemplated hereby and by the Transaction Documents, including the sale of the Offered Certificates by the Trustee, will not conflict with, or result in a breach or violation of any of the terms or provisions of, or (including with the giving of notice or the lapse of time or both) constitute a default under (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which SBA Finance is a party or by which SBA Finance is bound or to which any of the properties or assets of SBA Finance is subject, (ii) the provisions of the operating agreement of SBA Finance or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over SBA Finance or any of its properties or assets, except in the cases of clause (i) or (iii), such breaches, violations or defaults that in the aggregate would not have a Material Adverse Effect;

(xv) The execution, delivery and performance of the Existing Transaction Documents to which each Transaction Party is a party by such Transaction Party and the consummation of the transactions contemplated thereby do not and will not conflict with, or result in a breach or violation of any of the terms or provisions of, or (including with the giving of notice or the lapse of time or both) constitute a default under (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or

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instrument to which such Transaction Party is a party or by which such Transaction Party is bound or to which any of the properties or assets of such Transaction Party is subject, (ii) the provisions of the operating agreement, certificate of incorporation and by-laws or other constitutive documents of such Transaction Party or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Transaction Party or any of its properties or assets, except in the cases of clause (i) or (iii), such breaches, violations or defaults that in the aggregate would not have a Material Adverse Effect;

(xvi) The execution, delivery and performance of the Closing Date Transaction Documents to which each Transaction Party will be a party by such Transaction Party and the consummation of the transactions contemplated thereby will not conflict with, or result in a breach or violation of any of the terms or provisions of, or (including with the giving of notice or the lapse of time or both) constitute a default under (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Transaction Party is a party or by which such Transaction Party is bound or to which any of the properties or assets of such Transaction Party is subject, (ii) the provisions of the operating agreement, certificate of incorporation and by-laws or other constitutive documents of such Transaction Party or (iii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Transaction Party or any of its properties or assets, except in the cases of clause (i) or (iii), such breaches, violations or defaults that in the aggregate would not have a Material Adverse Effect;

(xvii) No consent, approval, authorization or order of, or filing or registration with, any court or any regulatory authority or other governmental agency or body is required for the execution, delivery and performance by SBA Finance of this Agreement and the sale of the Offered Certificates by the Trustee and the consummation of the transactions contemplated hereby except as may be required by the securities or Blue Sky laws of any state of the United States or any foreign jurisdiction in connection with the sale of the Offered Certificates;

(xviii) No consent, approval, authorization or order of, or filing or registration with, any court or any regulatory authority or other governmental agency or body is required for the execution, delivery and performance of the Transaction Documents to which each Transaction Party is or will be a party by such Transaction Party and the consummation by such Transaction Party of the transactions contemplated by such Transaction Documents;

(xix) There are no legal or governmental proceedings pending or, to the knowledge of SBA Finance, threatened against any Transaction Party or to which any of the respective properties of the Transaction Parties is subject, that are not disclosed in the Preliminary Offering Memorandum and the Offering Memorandum and which are reasonably likely to have a Material Adverse Effect or to materially affect the issuance or sale of the Offered Certificates or the consummation of any of the other transactions contemplated by the Transaction Documents.

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(xx) None of the Transaction Parties is (i) in violation of its operating agreement, certificate of incorporation and by-laws or other constitutive documents, (ii) in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it, other than, a default or violation described in clauses (ii) and (iii) which is not reasonably likely to have a Material Adverse Effect;

(xxi) The Guarantor is the sole holder of the capital stock or the sole member, as applicable, of each of the Closing Date Borrowers and owns such stock or membership interests therein, as applicable, free and clear of Liens, other than Liens created under the Transaction Documents;

(xxii) SBA Holdings is the sole member of the Guarantor and owns its membership interests therein free and clear of Liens, other than Liens created under the Transaction Documents;

(xxiii) SBA Finance is the sole member of each of SBA Holdings and the Depositor and owns its membership interests in SBA Holdings and the Depositor free and clear of Liens;

(xxiv) SBA Finance has provided a written representation (the “17g-5 Representation”) to each nationally recognized statistical rating organization hired by SBA Finance to rate the Offered Certificates (collectively, the “Hired NRSROs”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 17g-5”), a copy of which has been delivered to each Initial Purchaser, and SBA Finance has complied with the 17g-5 Representation;

(xxv) Ernst & Young LLP (“E&Y”), whose review reports are included or incorporated by reference in the Preliminary Offering Memorandum and the Offering Memorandum and who has delivered the initial letter referred to in Section 5(d) hereof, are independent public accountants as required by the Securities Act and the rules and regulations promulgated thereunder (the “Rules and Regulations”) and were independent accountants as required by the Securities Act and the Rules and Regulations during the periods covered by the financial statements on which they reported included or incorporated by reference in the Preliminary Offering Memorandum and the Offering Memorandum;

(xxvi) The historical financial statements (including the related notes) included or incorporated by reference in the Pricing Disclosure Package and the Offering Memorandum present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted

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accounting principles (“GAAP”) consistently applied throughout such periods. The other financial information and data included in the Pricing Disclosure Package and the Offering Memorandum are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Closing Date Borrowers;

(xxvii) Since the date as of which information is given in the Pricing Disclosure Package, there has not occurred a Material Adverse Effect or an event which has had a material adverse effect on the general affairs, management, consolidated financial position, stockholders’ equity, results of operations, business or prospects of SBA Parent and its subsidiaries taken as a whole (a “SBA Parent Material Adverse Effect”), nor to SBA Finance’s knowledge, after due inquiry, has there occurred any development or event involving a prospective Material Adverse Effect or a prospective SBA Parent Material Adverse Effect;

(xxviii) None of SBA Finance or the Transaction Parties is currently or will be, upon sale of the Offered Certificates in accordance herewith and the application of the net proceeds therefrom as described in the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Use of Proceeds,” an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”);

(xxix) The Trust Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”);

(xxx) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Pricing Disclosure Package or the Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;

(xxxi) The statements in the Preliminary Offering Memorandum and the Offering Memorandum under the headings “Description of the Mortgage Loan,” “The Guaranties,” “The Management Agreement,” “Description of the Securities” and “Description of the Trust Agreement” to the extent such statements summarize material terms of the Transaction Documents, are accurate in all material respects;

(xxxii) The industry-related, tower-related and customer-related data and estimates included in the Pricing Disclosure Package and the Offering Memorandum are based on or derived from sources which SBA Finance believes to be reliable and accurate;

(xxxiii) Neither SBA Finance nor any affiliate (as defined in Rule 501(b) of Regulation D (“Regulation D”) under the Securities Act) of SBA Finance has directly, or through any agent (provided that no representation is made as to the Initial Purchasers or any person acting on their behalf), (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or could be integrated with the offering and sale of the Offered Certificates

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in a manner that would require the registration of the Offered Certificates under the Securities Act or (ii) engaged in any form of general solicitation or general advertising (within the meaning of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) in connection with the offering of the Offered Certificates;

(xxxiv) When the Offered Certificates are issued and delivered pursuant to this Agreement, the Offered Certificates will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities that are listed on a national securities exchange registered under Section 6 of the Exchange Act or that are quoted in a United States automated inter-dealer quotation system;

(xxxv) Neither SBA Finance nor any of affiliate of SBA Finance or any person acting on their behalf has engaged or will engage during the applicable restricted period in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Offered Certificates, and SBA Finance and the affiliates of SBA Finance and all persons acting on their behalf have complied with and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Offered Certificates outside the United States; provided that no representation is made as to the Initial Purchasers or any person, acting on their behalf;

(xxxvi) The sale of the Offered Certificates pursuant to Regulation S are “offshore transactions” and, to its knowledge, are not part of a plan or scheme to evade the registration provisions of the Securities Act;

(xxxvii) Neither SBA Finance nor any affiliate of SBA Finance has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Offered Certificates to facilitate the sale or resale of the Offered Certificates;

(xxxviii) On and immediately after the Closing Date, each of the Transaction Parties (after giving effect to the Closing Date Mortgage Loan Increase, the issuance of the Offered Certificates and to the other transactions related thereto as described in the Preliminary Offering Memorandum and the Offering Memorandum) will not be insolvent within the meaning of the Bankruptcy Code and none of the Transaction Parties is the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy or insolvency law and no Event of Bankruptcy has occurred with respect to any Transaction Party; and

(xxxix) As of the Closing Date, the representations and warranties of each Transaction Party contained in the Transaction Documents to which such Transaction Party is a party will be true and correct and are repeated herein as though fully set forth herein.

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2. Purchase and Resale of the Offered Certificates.

(a) On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Trustee, on behalf of the Certificateholders, agrees to sell to the Initial Purchasers, and each of the Initial Purchasers, severally and not jointly, agrees to purchase from the Trustee, the principal amount of Offered Certificates set forth opposite the name of such Initial Purchaser on Schedule I hereto at a purchase price equal to 98.8% of the principal amount thereof. The Trustee shall not be obligated to deliver any of the Offered Certificates except upon payment for all of the Offered Certificates to be purchased as provided herein.

(b) The Initial Purchasers have advised the Trustee that they propose to offer the Offered Certificates for resale upon the terms and subject to the conditions set forth herein and in the Pricing Disclosure Package. Each of the Initial Purchasers represents and warrants to, and agrees with, SBA Finance and the Trustee that (i) it is purchasing the Offered Certificates pursuant to a private sale exempt from registration under the Securities Act, (ii) neither it nor any of its affiliates, nor any person acting on its behalf, has solicited offers for, or offered or sold, and neither it, nor any of its affiliates, nor any person acting on its behalf, will solicit offers for, or offer or sell, the Offered Certificates by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, (iii) it has solicited and will solicit offers for the Offered Certificates only from, and has offered or sold and will offer, sell or deliver the Offered Certificates, as part of its initial offering, only to (A) persons whom it reasonably believes to be qualified institutional buyers (“Qualified Institutional Buyers”) as defined in Rule 144A under the Securities Act (“Rule 144A”), or if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a Qualified Institutional Buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case in transactions in accordance with Rule 144A, (B) a limited number of other institutional “accredited investors”, as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“IAIs”), that make certain representations and agreements to the Trustee and the Initial Purchasers and (C) in the case of offers outside the United States, to persons other than U.S. Persons (as defined in Regulation S under the Securities Act) in accordance with Rule 903 of Regulation S, and (iv) (A) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Offered Certificates in, from, or otherwise involving the United Kingdom, and it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Offered Certificates, in circumstances in which section 21(1) of the FSMA does not apply to the Trustee, and (B) in relation to each Member State of the European Economic Area (each, a “Relevant Member State”) with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of the Offered Certificates to the public in that Relevant Member State other than:

(1) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

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(2) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant dealer or dealers nominated by SBA Finance for any such offer; or

(3) in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of the representation in clause (iv)(B) above, the expression an “offer of Offered Certificates to the public” in relation to any Offered Certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Certificates so as to enable an investor to decide to purchase or subscribe for the Offered Certificates, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and all amendments thereto, including Directive 2010/73/EU, and any relevant implementing measure adopted by a Relevant Member State. The Initial Purchasers agree that prior to or on the Closing Date the Initial Purchasers shall furnish to each purchaser of any of the Offered Certificates a copy of the Offering Memorandum. In addition to the foregoing, the Initial Purchasers acknowledge and agree that SBA Finance, the Trustee and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 5, counsel for SBA Finance and for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers and their compliance with their agreements contained in this Section 2 (except clause (i) of this subsection (b)), and the Initial Purchasers hereby consent to such reliance.

(c) The Trustee acknowledges and agrees that the Initial Purchasers may sell Offered Certificates to any affiliate of the Initial Purchasers and that any such affiliate may sell Offered Certificates purchased by it to the Initial Purchasers.

3. Delivery of and Payment for the Offered Certificates.

(a) Delivery of and payment for the Offered Certificates shall be made at the offices of Cadwalader, Wickersham & Taft LLP, New York, New York, or at such other place as shall be agreed upon by the Representatives, SBA Finance and the Trustee, at 10:00 A.M., New York City time, on August 9, 2012, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representatives, SBA Finance and the Trustee (such date and time of payment and delivery being referred to herein as the “Closing Date”).

(b) On the Closing Date, payment of the purchase price for the Offered Certificates shall be made to the Trustee by wire or book-entry transfer of same-day funds to such account or accounts as the Trustee shall specify prior to the Closing Date or

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by such other means as the parties hereto shall agree prior to the Closing Date against delivery to Barclays Capital Inc. on behalf of the Initial Purchasers of the Offered Certificates as described herein. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Initial Purchasers hereunder. Upon delivery, the Offered Certificates shall be in definitive form, registered in such names and in such denominations as the Representatives shall have requested in writing not less than two full business days prior to the Closing Date, in the case of any Offered Certificates being resold to IAIs on the Closing Date, and otherwise in global form, registered in the name of The Depository Trust Company (“DTC”) or its nominee and delivered through the facilities of DTC. SBA Finance agrees to make the definitive certificates and one or more global certificates evidencing the Offered Certificates available for inspection by the Representatives in New York, New York at least 24 hours prior to the Closing Date.

4. Further Agreements of SBA Finance

SBA Finance agrees with the Initial Purchasers:

(a) (i) to advise the Representatives promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Pricing Disclosure Package or the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) to advise the Representatives promptly of any order preventing or suspending the use of the Pricing Disclosure Package or the Offering Memorandum, of any suspension of the qualification of the Offered Certificates for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose and (iii) to use commercially reasonable efforts to prevent the issuance of any such order preventing or suspending the use of the Pricing Disclosure Package or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time;

(b) to prepare the Offering Memorandum in a form reasonably acceptable to the Initial Purchasers and to furnish promptly to the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested;

(c) not to amend or supplement the Offering Memorandum unless the Initial Purchasers shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than five days after being furnished a copy of such amendment or supplement;

(d) if, at any time prior to completion of the resale of the Offered Certificates by the Initial Purchasers, any event shall occur that, in the judgment of SBA Finance or in the judgment of counsel to the Initial Purchasers, makes any statement of a material fact

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in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in light of the circumstances at the time that the Offering Memorandum is delivered to prospective investors, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with any applicable laws, to promptly notify the Representatives of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that (i) the statements in the Offering Memorandum as amended or supplemented will, in light of the circumstances at the time that the Offering Memorandum is delivered to prospective investors, not be misleading and (ii) the Offering Memorandum will comply with applicable law;

(e) for so long as the Offered Certificates are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Offered Certificates and prospective purchasers of the Offered Certificates designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (the foregoing agreement being for the benefit of the holders from time to time of the Offered Certificates and prospective purchasers of the Offered Certificates designated by such holders);

(f) to promptly take from time to time such actions as the Representatives may reasonably request to qualify the Offered Certificates for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate and to continue such qualifications in effect for so long as required for the resale of the Offered Certificates; and to arrange for the determination of the eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representatives may request; provided that none of the Closing Date Borrowers or the Trustee on behalf of the holders of the Certificates shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction in which it is not now so subject;

(g) to use its reasonable best efforts to do and perform all things required to be done and performed under this Agreement by it prior to or after the Closing Date and to satisfy all conditions precedent on its part to the delivery of the Offered Certificates;

(h) to assist the Representatives in arranging for the Offered Certificates to be eligible for clearance and settlement through DTC;

(i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) that would be integrated with the sale of the Offered Certificates in a manner which would require the registration under the Securities Act of the sale to the Initial Purchasers or the resale to investors hereunder of the Offered Certificates;

(j) not to, and to use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons, offer or sell the Offered Certificates by means of any form of general solicitation or general advertising within the meaning of Rule 502(c)

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under the Securities Act or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Offered Certificates as contemplated by this Agreement and the Preliminary Offering Memorandum;

(k) with respect to any Offered Certificates sold in reliance on Rule 903 under the Securities Act, not to, and to use its best efforts to cause its controlled affiliates not to, either alone or with one or more other persons, offer or sell the Offered Certificates in the United States by means of any directed selling effort within the meaning of Rule 902 or otherwise in violation of the offering restriction requirements of Regulation S under the Securities Act;

(l) for a period of 60 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, any securities issued by the Trust or any other securities backed by wireless communications sites and related leases and licenses owned by SBA Parent or any of its affiliates, except with the prior written consent of the Initial Purchasers;

(m) in connection with the offering of the Offered Certificates, until the Representatives shall have notified SBA Finance of the completion of the resale of the Offered Certificates, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Offered Certificates, or attempt to induce any person to purchase any Offered Certificates; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Offered Certificates;

(n) in connection with the offering of the Offered Certificates, until the Representatives shall have notified SBA Finance of the completion of the initial resale of the Offered Certificates by the Initial Purchasers, to extend to each prospective investor, at the request of the Initial Purchasers, the reasonable opportunity to discuss with, and obtain information from, SBA Finance and its affiliates concerning their businesses, management and financial affairs, the Offered Certificates and the terms and conditions of the offering thereof, to the extent SBA Finance and its affiliates possess the same or can acquire it without unreasonable effort or expense;

(o) to cause the net proceeds from the sale of the Offered Certificates to be applied as set forth in the Preliminary Offering Memorandum and the Offering Memorandum under the heading “Use of Proceeds”, including to the payment of all fees owing to the Initial Purchasers and the fees and expenses set forth in Section 9 hereof;

(p) to the extent that the ratings to be provided with respect to the Offered Certificates as set forth in the Pricing Disclosure Package and the Offering Memorandum

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by Fitch Ratings, Inc. (“Fitch”) and Moody’s Investors Service, Inc. (“Moody’s”) are conditional upon the furnishing of documents or the taking of any other actions by SBA Finance or any of its affiliates, to furnish such documents and take any such other action;

(q) to comply with the 17g-5 Representation in all material respects; and

(r) for a period from the date of this Agreement until the retirement of the Offered Certificates, to cause to be furnished to the Initial Purchasers, as soon as practicable after becoming available, copies of (i) (A) the annual statement of compliance delivered by the Servicer to the Trustee under the Trust Agreement, (B) the annual independent public accountants’ servicing report furnished to the Trustee pursuant to the Trust Agreement, (C) any reports distributed by the Servicer pursuant to Section 4.02(a) or (e) of the Trust Agreement and (D) from time to time, such other information concerning the Offered Certificates which may be furnished by the Servicer to the extent SBA Finance possesses the same or can acquire it without unreasonable effort or expense and (ii) (A) all annual and periodic financial reports furnished to the Servicer or the Trustee by any of the Transaction Parties or SBA Parent and (B) all material reports, information and correspondence sent to holders of the Offered Certificates.

5. Conditions to Obligations of Initial Purchasers and Trust.

The obligations of the Initial Purchasers hereunder are subject to the accuracy, on and as of the date hereof and the Closing Date, of the representations and warranties of SBA Finance contained herein, to the accuracy of the statements of the other Transaction Parties and their respective officers made in any certificates delivered pursuant hereto, to the performance by SBA Finance of its obligations hereunder and to each of the following additional terms and conditions:

(a) The Offering Memorandum (and any amendments or supplements thereto) shall have been printed and copies distributed to the Initial Purchasers not later than 11:00 a.m., New York City time, on the fourth business day following the date of this Agreement, or at such later date and time as the Representatives may approve in writing; and no stop order suspending the sale of the Offered Certificates in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened;

(b) The Initial Purchasers shall not have discovered and disclosed to SBA Finance on or prior to the Closing Date that (i) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary to make the statements therein, in light of the circumstances existing as of the Applicable Time, not misleading or (ii) the Pricing Disclosure Package or the Offering Memorandum, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of counsel for the Initial Purchasers, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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(c) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of the Transaction Documents and the Offering Memorandum, and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be reasonably satisfactory in all material respects to the Initial Purchasers, and SBA Finance and the Transaction Parties shall have furnished to the Initial Purchasers all documents and information that they or their counsel may reasonably request to enable them to pass upon such matters;

(d) On the date hereof, SBA Finance shall have furnished to the Representatives a letter from E&Y (the “Initial Letter”), addressed to the Initial Purchasers and dated the date hereof concerning the accounting and financial information with respect to SBA Parent and its subsidiaries incorporated by reference in the Preliminary Offering Memorandum and certain statistical information with respect to the Closing Date Borrowers set forth in the Preliminary Offering Memorandum;

(e) SBA Finance shall have furnished to the Representatives a letter from E&Y (the “Bring-Down Letter”), addressed to the Initial Purchasers and dated the Closing Date concerning the accounting and financial information with respect to SBA Parent and its subsidiaries incorporated by reference in the Offering Memorandum and certain statistical information with respect to the Closing Date Borrowers set forth in the Offering Memorandum and (i) confirming that they are independent public accountants with respect to SBA Parent and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the AICPA and its interpretations and rulings thereunder, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is incorporated by reference in the Offering Memorandum, as of a date not more than three business days prior to the date of the Bring-Down Letter), that the conclusions and findings of such accountants with respect to the financial information and other matters covered by the Initial Letter are accurate and (iii) confirming in all material respects the conclusions and findings set forth in the Initial Letter;

(f) SBA Finance shall have furnished to the Representatives (i) a report from Deloitte & Touche LLP (“Deloitte”), dated July 26, 2012, in form and substance reasonably satisfactory to the Representatives, concerning certain agreed upon procedures performed in respect of the information presented in the Preliminary Offering Memorandum on the Cover and under the captions “Security Summary,” “Summary of Memorandum,” “Risk Factors,” “The Business of the Closing Date Borrowers,” “The Closing Date Sites,” “Description of the Mortgage Loan,” “Description of the Securities” and “Yield and Maturity Considerations” and certain information in the Sales Slides (as hereinafter

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defined) addressed to the Initial Purchasers, (ii) a report from Deloitte, dated July 26, 2012, in form and substance reasonably satisfactory to the Representatives, concerning certain agreed upon procedures performed in respect of the information presented in the Offering Memorandum on the Cover and under the captions “Security Summary,” “Summary of Memorandum,” “Risk Factors,” “The Business of the Closing Date Borrowers,” “The Closing Date Sites,” “Description of the Mortgage Loan,” “Description of the Securities” and “Yield and Maturity Considerations” addressed to the Initial Purchasers, (iii) a report from Deloitte, dated July 26, 2012, in form and substance reasonably satisfactory to the Representatives, concerning certain agreed upon procedures performed in respect of the information presented in the data file containing certain information pertaining to wireless communication sites, tenant leases, and wireless communication towers;

(g) The Closing Date Transaction Documents shall have been executed and delivered by the parties thereto in form satisfactory to the Representatives; the Transaction Documents shall be in full force and effect, the representations and warranties of the parties thereto contained in the Transaction Documents shall be true and correct and each of such parties shall have performed its obligations thereunder required to be performed on or prior to the Closing Date;

(h) The Offered Certificates shall have been duly executed and delivered by the Trustee and duly authenticated by the Certificate Registrar and shall be eligible for clearance and settlement through DTC;

(i) The Representatives and the Trustee shall have received a letter from Moody’s stating that the Offered Certificates have received a rating of “A2” and a letter from Fitch stating that the Offered Certificates have received a rating of “A”;

(j) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the Nasdaq National Market or in the over-the-counter market, or trading in any securities of SBA Parent on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Securities and Exchange Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a material disruption in securities settlement, payment or clearance services in the United States, (iii) a banking moratorium shall have been declared by Federal or state authorities, (iv) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity, crisis or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity, crisis or emergency makes it impractical or inadvisable to proceed with the completion of the offering or sale of and payment for the Offered Certificates, or (v) the occurrence of any other calamity, crisis (including

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without limitation as a result of terrorist activities), or material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering or delivery of the Offered Certificates being delivered on the Closing Date on the terms and in the manner contemplated by this Agreement and in the Offering Memorandum (exclusive of any amendment or supplement thereto) or that, in the judgment of the Representatives, would materially and adversely affect the financial markets or the markets for the Offered Certificates and or debt or equity securities;

(k) Since the date as of which information is given in the Pricing Disclosure Package, there shall not have occurred any change, or any development which would reasonably be expected to involve a prospective change, in or affecting the financial condition, or in the business, assets or results of operations, of SBA Finance or any Transaction Party, or in the Trust Fund, other than as set forth in or contemplated by the Pricing Disclosure Package and the Offering Memorandum at the date of this Agreement, the effect of which is, in the Representatives’ judgment, such as to make it impracticable or inadvisable to market or sell the Offered Certificates on the terms and in the manner contemplated in the Preliminary Offering Memorandum and the Offering Memorandum (exclusive of any amendment or supplement thereto);

(l) The Representatives and the Trustee shall have received (i) all title insurance policies (or a marked, signed and predated commitment to issue all title insurance policies) and all endorsements to previously issued title insurance policies required to be delivered to the Servicer in connection with the addition of the Additional Borrower Sites and the Closing Date Mortgage Loan Increase pursuant to the Loan Agreement and (ii) evidence reasonably satisfactory to the Representatives and their counsel, that (A) all amendments to all Mortgages with respect to all Mortgaged Sites of the Existing Borrowers included in the Closing Date Sites, all Mortgages with respect to all Mortgaged Sites of the SBA III Borrowers included in the Closing Date Sites and all assignments of rent with respect to the Other Sites included in the Closing Date Sites have been properly prepared and duly executed by the Closing Date Borrowers, (B) all UCC-1 financing statements required to be filed on or prior to the Closing Date pursuant to the Transaction Documents have been prepared and are ready to be filed and (C) on or prior to the Closing Date, the sixty-eight (68) Ground Lease Sites owned by the Existing Borrowers but excluded from the Closing Date Sites (as defined in the Pricing Disclosure Package) have been assigned or terminated in accordance with the terms of Section 5.21(A)(ii) of the Loan Agreement;

(m) On or prior to the Closing Date, the organizational documents of SBA Infrastructure shall have been amended to add certain provisions consistent with the current criteria of the Rating Agencies for special purpose entities, and such documents shall have been furnished to the Representatives and shall be reasonably satisfactory to the Representatives and their counsel;

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(n) (1) The Representatives and the Trustee shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special New York counsel to SBA Finance and the Transaction Parties, dated the Closing Date and addressed to the Initial Purchasers, regarding due authorization, execution and delivery of the Transaction Documents by SBA Holdings, the Guarantor, SBA Infrastructure and SBA Monarch and, with respect to the Transaction Documents to which the Depositor is a party, the Depositor, due authorization of the direction by the Closing Date Borrowers to the Trustee and the Certificate Registrar to execute and authenticate the Offered Certificates, due authorization of the order by the Depositor to the Trustee to enter into this Agreement, with respect to the Transaction Parties, the enforceability of certain Transaction Documents, the Offered Certificates’ entitlement to the benefits of the Trust Agreement, required authorizations and consents of federal and New York governmental authorities, no violations of federal or New York law or regulation, the validity of the security interests created under the Transaction Documents, perfection matters with respect to those security interests created under the Transaction Documents the perfection of which is governed by New York law, the exemption from registration of the Offered Certificates under the Securities Act, the exemption from qualification of the Trust Agreement under the Trust Indenture Act, the exemption from regulation as an “investment company” under the 1940 Act of SBA Holdings, the Guarantor and the Closing Date Borrowers and such other matters as the Representatives may reasonably request, each in form and substance reasonably satisfactory to the Representatives and their counsel;

(2) The Representatives shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special New York counsel to SBA Finance and the Transaction Parties, dated the Closing Date and addressed to the Initial Purchasers, regarding the accuracy of the descriptions of the Transaction Documents in the Pricing Disclosure Package and the Offering Memorandum and securities law matters, including negative assurances concerning the Pricing Disclosure Package as of the Applicable Time and the Offering Memorandum as of its date and the Closing Date and such other matters as the Representatives may reasonably request, each in form and substance reasonably satisfactory to the Representatives and their counsel;

(o) The Representatives and the Trustee shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special New York counsel to the Transaction Parties, dated the Closing Date and addressed to the Initial Purchasers, regarding the substantive nonconsolidation of the assets and liabilities of the Closing Date Borrowers, SBA Holdings or the Guarantor with those of SBA Finance, in form and substance reasonably satisfactory to the Representatives and their counsel;

(p) The Representatives and the Trustee shall have received an opinion of Cadwalader, Wickersham & Taft LLP, special counsel to SBA Finance, dated the Closing Date and addressed to the Initial Purchasers, to the effect that the

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statements made in the Preliminary Offering Memorandum and the Offering Memorandum under the captions “Certain U.S. Federal Income Tax Considerations” and “Certain ERISA Considerations” to the extent such statements summarize material tax consequences or material consequences under ERISA, respectively, of the purchase, beneficial ownership and disposition of the Offered Certificates to the holders thereof described therein, constitute accurate summaries of the matters described therein in all material respects, and will confirm its opinion under the caption “Certain U.S. Federal Income Tax Considerations” that the Trust will be treated as a mere security device or, alternatively, as one or more grantor trusts and will not be taxable as a corporation for U.S. federal income tax purposes, in form and substance reasonably satisfactory to the Representatives and their counsel;

(q) The Representatives and the Trustee shall have received an opinion of Greenberg Traurig LLP, Florida counsel to SBA Finance, the Manager, the Sub-Manager, the Existing Borrowers and SBA USVI, dated the Closing Date and addressed to the Initial Purchasers, regarding organizational matters, power and authority, due authorization, execution and delivery of the Transaction Documents by SBA Finance, the Manager, the Sub-Manager, the Existing Borrowers and SBA USVI, absence of litigation, no conflicts with organizational documents, Florida laws or regulations, court orders or contracts, required authorizations and consents of Florida governmental authorities, the exemption from regulation as an “investment company” under the 1940 Act of SBA Finance, the Manager and the Sub-Manager and such other matters as the Representatives may reasonably request, in form and substance reasonably satisfactory to the Representatives and their counsel;

(r) The Representatives and the Trustee shall have received an opinion of Greenberg and Traurig LLP, Florida counsel to the Existing Borrowers and SBA USVI, regarding the filing of UCC-1 financing statements and the perfection of the security interests created under the Transaction Documents the perfection of which is governed by Florida law, in form and substance reasonably satisfactory to the Representatives and their counsel;

(s) The Representatives and the Trustee shall have received an opinion of The Delaware Counsel Group LLP, special Delaware counsel to the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure and SBA Monarch, regarding the due organization of each of the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure and SBA Monarch, no conflicts with organizational documents and Delaware laws or regulations, the enforceability of the limited liability company agreement of each of the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure and SBA Monarch, including certain provisions thereof relating to the filing of a voluntary bankruptcy petition, the rights of a judgment creditor of such members against the property of the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure or SBA Monarch, as applicable, treatment as a separate legal entity and the impact of the bankruptcy or dissolution of such members on the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure or SBA Monarch, as applicable, in form and substance reasonably satisfactory to the Representatives and their counsel;

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(t) The Representatives and the Trustee shall have received an opinion of The Delaware Counsel Group LLP, special Delaware counsel to the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure and SBA Monarch, regarding the applicability of Delaware law to the determination of what persons have the authority to file a voluntary bankruptcy petition on behalf of each of the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure and SBA Monarch, as applicable, in form and substance reasonably satisfactory to the Representatives and their counsel;

(u) The Representatives and the Trustee shall have received an opinion of The Delaware Counsel Group LLP, special Delaware counsel to the Depositor, SBA Holdings, the Guarantor, SBA Infrastructure and SBA Monarch, regarding the filing of UCC-1 financing statements and the perfection of the security interests created under the Transaction Documents the perfection of which is governed by Delaware law, in form and substance reasonably satisfactory to the Representatives and their counsel;

(v) The Representatives shall have received opinions of counsel to the Trustee and Certificate Registrar dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives and their counsel;

(w) The Representatives and the Trustee shall have received an opinion of Andrascik & Tita LLC, counsel to the Servicer, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives and their counsel;

(x) The Representatives and the Trustee shall have received an opinion of Wiley Rein & Fielding, FCC counsel to SBA Finance and the Closing Date Borrowers, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives and their counsel;

(y) The Representatives shall have received an opinion of Simpson Thacher & Bartlett LLP, dated the Closing Date and addressed to the Initial Purchasers, with respect to the validity of the Offered Certificates and such other matters as the Representatives may reasonably request;

(z) The Representatives and the Trustee shall have received copies of any opinions of counsel to the Transaction Parties supplied to the Rating Agencies, the Servicer or the Trustee in connection with the issuance of the Offered Securities which opinions shall be dated the Closing Date and addressed to the Initial Purchasers or accompanied by reliance letters addressed to the Initial Purchasers;

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(aa) The Representatives and the Trustee shall have received a certificate or certificates signed by any two of the Chairman of the Board of Directors, the President, any Vice President or the Treasurer of SBA Finance, dated the Closing Date, in which each such officer shall state that (i) the representations and warranties of SBA Finance in this Agreement are true and correct on and as of the Closing Date; (ii) that SBA Finance has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (iii) he or she has carefully examined the Pricing Disclosure Package and the Offering Memorandum and, in his or her opinion the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date, and the Offering Memorandum, as of its date and as of the Closing Date, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(bb) The Representatives and the Trustee shall have received a certificate or certificates signed by any two of the Chairman of the Board of Directors, the President, any Vice President or the Treasurer of each of the Closing Date Borrowers, dated the Closing Date, in which each such officer shall state that (i) the representations and warranties of such Closing Date Borrower in the Transaction Documents to which such Closing Date Borrower is a party are true and correct on and as of the Closing Date; (ii) that such Closing Date Borrower has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Transaction Documents at or prior to the Closing Date; and (iii) he or she has carefully examined the Pricing Disclosure Package and the Offering Memorandum and, in his or her opinion the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date, and the Offering Memorandum, as of its date and as of the Closing Date, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(cc) The Representatives and the Trustee shall have received a certificate or certificates signed by any two of the Chairman of the Managers, the President, any Vice President or the Treasurer of SBA Holdings, dated the Closing Date, in which each such officer shall state that (i) the representations and warranties of SBA Holdings in the Transaction Documents to which SBA Holdings is a party are true and correct on and as of the Closing Date; and (ii) that SBA Holdings has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Transaction Documents at or prior to the Closing Date;

(dd) The Representatives and the Trustee shall have received a certificate or certificates signed by any two of the Chairman of the Managers, the President, any Manager, any Vice President or the Treasurer of the Guarantor, dated the Closing Date, in which each such officer shall state that (i) the representations and warranties of the Guarantor in the Transaction Documents to which the Guarantor

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is a party are true and correct on and as of the Closing Date; and (ii) that the Guarantor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Transaction Documents at or prior to the Closing Date; and

(ee) The Representatives and the Trustee shall have received a certificate or certificates signed by any two of the Chairman of the Board of Directors, the President, any Vice President or the Treasurer of the Manager, dated the Closing Date, in which each such officer shall state that (i) the representations and warranties of the Manager in the Transaction Documents to which the Manager is a party are true and correct on and as of the Closing Date; and (ii) that the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under the Transaction Documents at or prior to the Closing Date.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

6. Termination.

The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers in their absolute discretion, by notice given to and received by the Trustee and SBA Finance prior to delivery of and payment for the Offered Certificates if, prior to that time, any event described in Sections 5(j) or 5(k) shall have occurred and be continuing.

7. Indemnification and Contribution.

(a) SBA Finance hereby agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers and employees and each person, if any, who controls such Initial Purchaser within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Offered Certificates), to which such Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or in any amendment or supplement thereto or (B) in any materials or information provided to investors by, or with the approval of, SBA Finance, in connection with the marketing of the offering and sale of the Offered Certificates, including the sales presentation dated July 25 2012 (the “Sales Slides”), and any roadshow or other investor presentation made to investors by or on behalf of SBA Finance (whether in person or electronically) (collectively, the “Marketing Materials”), (ii) the omission or alleged omission to state in any Preliminary Offering Memorandum,

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the Pricing Disclosure Package or the Offering Memorandum or in any amendment or supplement thereto or in any Marketing Materials, any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the website maintained in compliance with Rule 17g-5 under the Exchange Act by or on behalf of SBA Finance, the Closing Date Borrowers, the Guarantor or SBA Holdings in connection with the offering of the Offered Certificates, or (iv) any act or failure to act or any alleged act or failure to act by such Initial Purchaser in connection with, or relating in any manner to, the Offered Certificates or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clauses (i), (ii) or (iii) above (provided that SBA Finance shall not be liable under clause (iv) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Initial Purchaser through its gross negligence or willful misconduct); and shall reimburse such Initial Purchaser and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by such Initial Purchaser, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that SBA Finance shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or in any amendment or supplement thereto or in any Marketing Materials in reliance upon and in conformity with the Initial Purchasers’ Information. The foregoing indemnity agreement is in addition to any liability which SBA Finance may otherwise have to such Initial Purchaser or to any director, officer, employee or controlling person of such Initial Purchaser.

(b) Each of the Initial Purchasers, severally and not jointly, shall indemnify and hold harmless SBA Finance, its directors, officers, employees, and each person, if any, who controls SBA Finance within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which SBA Finance or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or in any amendment or supplement thereto or (B) the Marketing Materials or (ii) the omission or alleged omission to state in any Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or in any amendment or supplement thereto or in any Marketing Materials, any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in

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reliance upon and in conformity with the Initial Purchasers’ Information, and shall reimburse SBA Finance and any such director, officer, employee or controlling person for any legal or other expenses reasonably incurred by SBA Finance or any such director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which the Initial Purchasers may otherwise have to SBA Finance or any such director, officer, employee or controlling person.

(c) Promptly after receipt by an indemnified party under this Section 7 of the notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Initial Purchasers shall have the right to employ counsel (in addition to local counsel, if necessary) to represent jointly the Initial Purchasers and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Initial Purchasers against SBA Finance under this Section 7 if, in the reasonable judgment of the Initial Purchasers, it is advisable for the Initial Purchasers and those directors, officers, employees and controlling persons to be jointly represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by SBA Finance. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes (x) an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

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(d) If the indemnification provided for in this Section 7 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 7(a) or 7(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by SBA Finance and its affiliates on the one hand and the Initial Purchasers on the other from the offering of the Offered Certificates or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of SBA Finance and its affiliates on the one hand and the Initial Purchasers on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by SBA Finance and its affiliates on the one hand and the Initial Purchasers on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Offered Certificates purchased under this Agreement (before deducting expenses) received by SBA Finance and its affiliates, on the one hand, and the total discounts and commissions received by the Initial Purchasers with respect to the Offered Certificates purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Offered Certificates under this Agreement. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by SBA Finance or its affiliates, or the Initial Purchasers, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. SBA Finance and the Initial Purchasers agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were to be determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section shall be deemed to include, for purposes of this Section 7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7(d), the Initial Purchasers shall not be required to contribute any amount in excess of the amount by which the total price at which the Offered Certificates purchased by them were resold to Eligible Purchasers exceeds the amount of any damages which the Initial Purchasers have otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute as provided in this Section 7(d) are several in proportion to their respective obligations and not joint.

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(e) The Initial Purchasers confirm and SBA Finance acknowledges that, for all purposes of this Agreement, the information relating to the Initial Purchasers furnished to SBA Finance by or on behalf of the Initial Purchasers expressly for use in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum (the “Initial Purchasers’ Information”) consists solely of the second sentence of the last paragraph on the cover page of the Preliminary Offering Memorandum and the Offering Memorandum, the second paragraph of the section of the Preliminary Offering Memorandum and the Offering Memorandum entitled “Offering of Securities” and the names, addresses and telephone numbers on pages 29 and 33 of the Sales Slides.

8. Persons Entitled to Benefit of Agreement.

This Agreement shall inure to the benefit of and be binding upon the Initial Purchasers, the Trustee, SBA Finance and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except as provided in Section 7 with respect to officers, directors, employees or controlling persons of SBA Finance and the Initial Purchasers and in Section 4(e) with respect to holders and prospective purchasers of the Offered Certificates. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 8, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

9. Expenses.

(a) SBA Finance agrees to pay all costs, expenses, fees and taxes incident to and in connection with (i) the authorization, issuance, sale, preparation and delivery of the Offered Certificates; (ii) the preparation, printing and distribution of the Preliminary Offering Memorandum and the Offering Memorandum and any amendments or supplements thereto; (iii) reproducing and distributing each of the Transaction Documents; (iv) the preparation, printing and delivery of the certificates evidencing the Offered Certificates, including stamp duties and transfer taxes, if any, payable upon issuance of the Offered Certificates; (v) preparing, printing and distributing the Blue Sky Memoranda (including related fees and expenses of counsel for the Initial Purchasers); (vi) any fees charged by rating agencies for ratings letters and/or ratings confirmation letters issued in connection with the issuance of the Offered Certificates; (vii) any fees charged by the rating agencies for rating the Offered Certificates; (viii) the fees and expenses of E&Y and Deloitte incurred in connection with the delivery of the comfort letters and procedures letters to the Initial Purchasers pursuant to the terms of this Agreement; (ix) the fees and expenses of the Trustee and the Certificate Registrar (including related fees and expenses of any counsel to such parties); (x) the fees and expenses of counsel to SBA Finance and the Transaction Parties, (xi) the fees and expenses of the Servicer (including related fees and expenses of counsel to the Servicer); (xii) the reasonable fees and disbursements of Simpson Thacher & Bartlett LLP, counsel to the Initial Purchasers; (xiii) the reasonable out-of-pocket expenses of the Initial Purchasers incurred by the Initial Purchasers in connection with this Agreement and the purchase and reoffering of the Offered Certificates, including, without limitation, all travel expenses of the Initial Purchasers and all expenses of the Initial Purchasers

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incurred in connection with attending or hosting meetings with prospective purchasers of the Offered Certificates; (xiv) the reasonable out-of-pocket fees and expenses incurred by SBA Finance in connection with attending meetings with prospective purchasers of the Offered Certificates, (xv) expenses of all expenses and application fees incurred in connection with the approval of the Offered Certificates for book entry transfer by DTC; and (xvi) all other costs and expenses incident to the performance of the obligations of SBA Finance under this Agreement which are not otherwise specifically provided for in this Section 9.

(b) In addition, if the Trustee shall fail to tender the Offered Certificates for delivery to the Initial Purchasers by reason of any failure, refusal or inability on the part of the Trustee or SBA Finance to perform any agreement on its part to be performed, or if the Initial Purchasers shall decline to purchase the Offered Certificates because any other condition of the Initial Purchasers’ obligations hereunder required to be fulfilled is not fulfilled, SBA Finance will reimburse the Initial Purchasers for any reasonable out-of-pocket fees and expenses incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Offered Certificates, including the reasonable fees and disbursements of Simpson Thacher & Bartlett LLP, counsel to the Initial Purchasers, and the reasonable out-of-pocket fees and expenses incurred by the Initial Purchasers in connection with hosting or attending meetings with prospective purchasers of the Offered Certificates.

10. Indemnification of the Trustee

SBA Finance hereby agrees to indemnify and hold harmless the Trustee (including in its individual capacity) and any Affiliates, directors, officers, employees or agents of the Trustee for and against any loss, liability, claim or expense (including costs and expenses of litigation, and of investigation, reasonable counsel’s fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, this Agreement, the marketing and Offering of the Offered Certificates hereunder, or any act or omission of the Trustee relating to the exercise and performance of any of the rights and duties of the Trustee hereunder; provided, however, that the Trustee shall not be entitled to indemnification pursuant to this Section 10 for any loss, liability, claim or expense incurred by reason of any willful misfeasance, bad faith or gross negligence of the Trustee in the performance of, or reckless disregard of, its obligations and duties hereunder.

11. Certain Additional Matters Regarding the Trustee

It is expressly understood and agreed by the parties hereto that insofar as this Agreement is executed by the Trustee (i) this Agreement is executed and delivered by Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Trustee under the Trust Agreement, in the exercise of the powers and authority conferred upon and vested in it thereunder, (ii) each of the undertakings and agreements herein made on behalf of the Trust is made and intended not as a personal undertaking or agreement of the Trustee but is made and intended solely for the purpose of binding only the Trust, and (iii) under no circumstances shall Deutsche Bank Trust Company

32

Americas, in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation or covenant made or undertaken by it on behalf of the Trust under this Agreement.

12. Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of SBA Finance and the Initial Purchasers contained in this Agreement or made by or on behalf of the Guarantor, SBA Holdings, each of the Closing Date Borrowers, the Manager or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Offered Certificates and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any of their respective affiliates, officers, directors, employees, representatives, agents or controlling persons.

13. Notices. etc.

All statements, requests, notices and agreements hereunder shall be in writing, and:

(a) if to the Representatives, shall be delivered or sent by mail or telecopy transmission to:

Barclays Capital Inc.

745 7th Avenue

New York, New York 10019

Attention: Asset Securitization Group

Facsimile no.: (212) 412-2663

and

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Credit Solutions Group

Facsimile no.: (212) 797-5300

(b) if to SBA Finance or the Trustee, shall be delivered or sent by mail or telecopy transmission to:

SBA Senior Finance, LLC

5900 Broken Sound Parkway NW

Boca Raton, Florida 33487

Attention: Thomas P. Hunt

Facsimile no.: (561) 997-0343

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or

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attention: TSS-Alternative and Structured Finance Services

w/ a copy to:

Deutsche Bank National Trust Company

100 Plaza One MS: JCY 03-0699

Jersey City, New Jersey 07311

Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.

14. Definition of Terms.

For purposes of this Agreement, (a) the term “Material Adverse Effect” shall have the meaning given to such term in the Loan Agreement, (b) the term “business day” means any day on which the New York Stock Exchange, Inc. is open for trading and (c) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act.

15. Research Independence.

SBA Finance acknowledges and agree that the Initial Purchasers’ research analysts and research departments are required to be independent from its investment banking division and are subject to certain regulations and internal policies, and that the Initial Purchasers’ research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to SBA Parent and its subsidiaries and/or the offering that differ from the views of its investment bankers. SBA Finance hereby waives and releases, to the fullest extent permitted by law, any claims that SBA Finance may have against the Initial Purchasers with respect to any conflict of interest that may arise from the fact that the views expressed by its independent research analysts and research department may be different from or inconsistent with the views or advice communicated to SBA Finance by the Initial Purchasers’ investment banking division. SBA Finance acknowledges that each of the Initial Purchasers is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in the Offered Certificates.

16. No Fiduciary Duty.

SBA Finance acknowledges and agrees that in connection with this offering of the Offered Certificates or any other services the Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers: (i) no fiduciary or agency relationship between SBA

34

Finance and any other person, on the one hand, and the Initial Purchasers, on the other, exists; (ii) the Initial Purchasers are not acting as advisor, expert or otherwise, to SBA Finance, and such relationship between SBA Finance, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Initial Purchasers may have to SBA Finance shall be limited to those duties and obligations specifically stated herein; and (iv) the Initial Purchasers and their respective affiliates may have interests that differ from those of SBA Finance. SBA Finance hereby waives any claims that SBA Finance may have against the Initial Purchasers with respect to any breach of fiduciary duty in connection with the offering of the Offered Certificates.

17. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

18. Counterparts.

This Agreement may be executed in one or more counterparts (which may include counterparts delivered by facsimile) and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

19. Amendments.

No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

20. Headings.

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

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement, effective as of the date first written above, among the Trustee, on behalf of the Certificateholders, SBA Finance and the Initial Purchasers in accordance with its terms.

Very truly yours,
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:	/s/ Maria Inoa
Name:	Maria Inoa
Title:	Associate
By:	/s/ Diana Vasconez
Name:	Diana Vasconez
Title:	Associate
SBA SENIOR FINANCE, LLC
By:	/s/ Jeffrey A. Stoops
Name:	Jeffrey A. Stoops
Title:	President and Chief Executive Officer

Accepted:
BARCLAYS CAPITAL INC.
By:	/s/ Cory Wishengrad
	Authorized Signatory
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Matt Bissonette
	Authorized Signatory
By:	/s/ Amit Patel
	Authorized Signatory
For themselves and as Representatives of the several Initial Purchasers named on Schedule I hereto

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SCHEDULE I

Initial Purchasers	Principal Amount 2012-1C  Certificates
Barclays Capital Inc.	$	195,200,000
Deutsche Bank Securities Inc.	$	140,300,000
Citigroup Global Markets Inc.	$	54,900,000
J.P. Morgan Securities LLC	$	54,900,000
Wells Fargo Securities, LLC	$	54,900,000
RBS Securities Inc.	$	54,900,000
TD Securities (USA) LLC	$	54,900,000
Total	$	610,000,000

SCHEDULE II

Pricing Term Sheet

From: BC STRUCT PROD SYND BARCLAY (BARCLAYS CAPITAL INC)

[mailto:bbarclays27@bloomberg.net]

Sent: Thursday, July 26, 2012 3:37 PM

To: Suresh, Ravi: Securitized Products (NYK)

Subject: *PRICING DETAILS* $610mm SBA Communications 2012-1C

$610mm SBA Communications Series 2012-1C

Joint Bookrunners : Barclays (Str), Deutsche Bank                     144A/Reg S

Active Bookrunners : Citi, JPM, Wells Fargo Passive Bookrunners : TD Securities, RBS

Cl	$AMT(MM)	WAL	MDY/F	EXP. FNL	LEGAL FNL	YIELD	COUP	PRICE
A	610.000	5.35	A2/A	12/2017	12/2042	2.95%	2.933%	100%

REGISTRATION	:	144A/Reg S	EXP RATINGS	:	Moodys/Fitch
ERISA ELIGIBLE	:	YES
EXP SETTLE	:	August 9, 2012	Bill & Deliver	:	Barclays
FIRST PAY	:	09/15/12	Bloomberg Ticker	:	SBAC <CORP>

THE SECURITIES REFERENCED HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION DUE TO AN EXEMPTION OR EXEMPTIONS FROM REGISTRATION. A COPY OF THE PRELIMINARY OFFERING MEMORANDUM AND FINAL OFFERING MEMORANDUM (WHEN AVAILABLE) MAY BE OBTAINED BY ELIGIBLE INVESTORS FROM YOUR BARCLAYS CAPITAL INC. SALES REPRESENTATIVE.

SCHEDULE III

1. Sales Slides

EX-10.3

Exhibit 10.3

EXECUTION VERSION

FIFTH

LOAN AND SECURITY AGREEMENT SUPPLEMENT AND AMENDMENT

among

SBA PROPERTIES, INC.,

SBA SITES, INC.,

SBA STRUCTURES, INC.

as Borrowers,

SBA INFRASTRUCTURE, LLC,

SBA TOWERS USVI II, INC.,

and

SBA MONARCH TOWERS III, LLC,

as Additional 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 August 9, 2012

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions		3
ARTICLE II
2012-1 COMPONENT DETAILS
Section 2.01	2012-1 Component Details		4
ARTICLE III
MORTGAGE LOAN INCREASE
Section 3.01	Loan Increase		6
Section 3.02	Use of Proceeds		7
Section 3.03	Funding of Reserves		7
ARTICLE IV
ADDITION OF ADDITIONAL BORROWERS
Section 4.01	Election		7
Section 4.02	Further Assurances		9
Section 4.03	Joinder		9
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWERS
Section 5.01	Representations and Warranties		10
Section 5.02	Additional Representations, Warranties and Covenants of the Closing Date Borrowers		10
Section 5.03	Amendments to the Loan Agreement Schedules		12

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ARTICLE VI
AMENDMENT OF THE LOAN AGREEMENT
Section 6.01	Manner of Prepayment	13
Section 6.02	Principal Place of Business	13
Section 6.03	Performance of Agreements and Leases	13
Section 6.04	Ground Leases	13
Section 6.05	Easements	13
Section 6.06	Cash Trap Reserve	14
Section 6.07	Definitions	14
Section 6.08	Conditional Amendments	15
ARTICLE VII
AMENDMENT OF ORGANIZATIONAL DOCUMENTS
Section 7.01	Consent by Lender	16
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01	Governing Law	16
Section 8.02	Severability	17
Section 8.03	Counterparts	17
ARTICLE IX
APPLICABILITY OF LOAN AND SECURITY AGREEMENT
Section 9.01	Applicability	17

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FIFTH LOAN AND SECURITY AGREEMENT SUPPLEMENT AND AMENDMENT

This FIFTH LOAN AND SECURITY AGREEMENT SUPPLEMENT AND AMENDMENT (this “Loan Agreement Supplement”) is dated as of August 9, 2012, and entered into by and among SBA PROPERTIES, INC., a Florida corporation (“SBA Properties”), SBA SITES, INC., a Florida corporation (“SBA Sites”), SBA STRUCTURES, INC., a Florida corporation (“SBA Structures” and, collectively with SBA Properties and SBA Sites, the “Existing Borrowers” and, each individually, an “Existing Borrower”), SBA INFRASTRUCTURE, LLC, a Delaware limited liability company (“SBA Infrastructure”), SBA TOWERS USVI II, INC., a Florida corporation (“SBA USVI II”), SBA MONARCH TOWERS III, LLC, a Delaware limited liability company (“SBA Monarch”, and collectively with SBA Infrastructure and SBA USVI II, the “Additional Borrowers” and collectively, with the Existing Borrowers, the “Closing Date Borrowers” and, each individually, a “Closing Date Borrower”), and MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION (f/k/a Midland Loan Services, Inc.), as servicer (the “Servicer”), on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor trustee to Bank of America, N.A. successor trustee by merger to LaSalle Bank National Association), as trustee (the “Trustee”) under that certain Trust and Servicing Agreement (the “Trust Agreement”) dated as of November 18, 2005 among SBA DEPOSITOR LLC (f/k/a SBA CMBS-1 Depositor LLC) (the “Depositor”), the Servicer and the Trustee.

RECITALS

WHEREAS, SBA Properties entered into an Amended and Restated Loan and Security Agreement, dated as of November 18, 2005 (the “Loan Agreement”), between SBA Properties and the Depositor;

WHEREAS, the Depositor assigned all of its right, title and interest in the Loan Agreement to the Trustee on behalf of the Certificateholders pursuant to the Trust Agreement and the Servicer is authorized to enter into this Loan Agreement Supplement on behalf of the Trustee pursuant to Section 3.25 of the Trust Agreement;

WHEREAS, on November 6, 2006, SBA Properties, SBA Structures, SBA Sites, SBA Towers, Inc., a Florida corporation (“SBA Towers”), SBA Puerto Rico, Inc., a Florida corporation (“SBA PR”) and SBA Towers USVI, Inc., a U.S. Virgin Islands corporation (“SBA USVI” and, collectively with SBA Structures, SBA Sites, SBA Towers and SBA PR, the “Added Borrowers”) entered into the Second Loan and Security Agreement Supplement and Amendment together with the Servicer on behalf of the Trustee (the “Second Loan Supplement”) whereby a Loan Increase in the amount of $1,150,000,000 (the “First Mortgage Loan Increase”) was agreed upon and the Added Borrowers were added as Additional Borrowers under the Loan Agreement in accordance with Section 2.3 of the Loan Agreement, and each Added Borrower agreed to be bound by and perform all of the obligations of a Borrower under the Loan Agreement and the other Loan Documents;

WHEREAS, SBA Towers, SBA PR and SBA USVI (collectively the “Released Borrowers”) entered into a Payoff, Termination and Release Agreement, dated as of July 28, 2009, among the Released Borrowers, the Existing Borrowers, the Servicer and Bank of America, N.A., (successor by merger to LaSalle Bank National Association) on behalf of SBA Tower Trust and the holders of the Certificates corresponding to the 2005-1 Components, whereby the 2005-1 Components were repaid and the Released Borrowers were released from their obligations under the Loan Documents;

WHEREAS, on April 16, 2010 (the “Prior Closing Date”), the Existing Borrowers entered into the Third Loan and Security Agreement Supplement and Amendment with the Servicer on behalf of the Trustee (the “Third Loan Supplement”) whereby a Loan Increase in the amount of $680,000,000 (the “Second Mortgage Loan Increase”), in the form of one (1) component designated as 2010-1C (the “2010-1C Component”), was agreed upon;

WHEREAS, on the Prior Closing Date, the Existing Borrowers entered into the Fourth Loan and Security Agreement Supplement and Amendment with the Servicer on behalf of the Trustee (the “Fourth Loan Supplement”) whereby a Loan Increase in the amount of $550,000,000 (the “Third Mortgage Loan Increase”), in the form of one (1) component designated as 2010-2C (the “2010-2C Component” and, together with the 2010-1C Component, the “2010 Components”) was agreed upon;

WHEREAS, the Existing Borrowers entered into a Payoff, Termination and Release Agreement, dated as of the Prior Closing Date, among the Existing Borrowers, the Guarantor, the Servicer, the Trustee and Bank of America, N.A., as Paying Agent, on behalf of the trust established pursuant to the Trust Agreement and the holders of the Certificates corresponding to the 2006-1 Components, whereby the 2006-1 Components were repaid and the Existing Borrowers were released from their obligations under the Loan Documents with respect to the 2006-1 Components;

WHEREAS, each Existing Borrower and each Additional Borrower intend to, and the Lender has agreed to, add each Additional Borrower as a Borrower under the Loan Agreement in accordance with Section 2.3 of the Loan Agreement and Section 3.25 of the Trust Agreement, and each Additional Borrower has agreed to become a Borrower thereunder, and be bound by and perform all of the obligations of a Borrower under the Loan Agreement and the other Loan Documents;

WHEREAS, upon the addition of the Additional Borrowers in accordance with Section 2.3 of the Loan Agreement and Section 3.25 of the Trust Agreement, the properties (including land and Improvements) and all related facilities that are owned or leased by the Additional Borrowers will become Additional Borrower Sites under the Loan Agreement, as provided for therein;

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 $610,000,000 (the “Fourth Loan Increase”), in the form of one (1) component designated as 2012-1C (the “2012-1 Component”), and the Lender has agreed to the Fourth Loan Increase and to advance the amount of the Fourth Loan Increase;

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WHEREAS, the 2012-1 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;

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

“2012-1 Component” shall have the meaning ascribed to it in the Recitals hereto.

“2012-1 Note” shall have the meaning ascribed to it in Section 3.01(b) hereof.

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

“Certificates” shall mean the Series 2012-1 certificates issued by the trust established pursuant to the Trust Agreement corresponding to the 2012-1 Component.

“Component Rate” shall mean the rate per annum set forth in Section 2.01(a)(i) hereof.

“Date of Issuance” shall mean, with respect to the 2012-1 Component, August 9, 2012.

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“Initial Increase Reserve Account” shall mean the account described in Section 2.01(a)(v) hereof.

“Initial Purchasers” shall mean Barclays Capital Inc., Deutsche Bank Securities Inc. and the other Initial Purchasers listed in Schedule I of the Purchase Agreement.

“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.

“Offering Memorandum” shall mean the Offering Memorandum dated July 26, 2012, relating to the offering and sale of the Certificates.

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

“Purchase Agreement” shall mean the Purchase Agreement, dated July 26, 2012, relating to the purchase by the Initial Purchasers of the Certificates.

“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 2012-1 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

2012-1 COMPONENT DETAILS

Section 2.01 2012-1 Component Details. (a) The 2012-1 Component authenticated and delivered under this Loan Agreement Supplement shall consist of one (1) Component having:

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

Component	Initial Component Principal Balance		Component Rate
2012-1C	$	610,000,000		2.933	%

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(ii) 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 such Component: (x) the yield to maturity (adjusted to a “mortgage equivalent basis” pursuant to the standards and practices of the Securities Industry Association) on such Anticipated Repayment Date of the United States Treasury Security having a term closest to ten (10) years plus (y) the “Spread” set forth below in the appropriate row corresponding to such Component plus (z) five percent (5%):

Component	Spread
2012-1C		2.37	%

(iii) a Maturity Date which is the Due Date occurring in December 2042 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 stated Maturity Date, by acceleration, or otherwise.

(iv) Yield Maintenance, which for the 2012-1 Component shall be 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 Borrowers would otherwise be required to pay on the 2012-1 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 2012-1 Component absent such prepayment, assuming the entire unpaid Principal Amount of the 2012-1 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 Anticipated Repayment Date for the 2012-1 Component plus (y) 0.50% over (ii) the Component Principal Balance of the 2012-1 Component (or portion thereof) on the date of such prepayment. No Yield Maintenance is payable in connection with any prepayment of the 2012-1 Component that occurs less than twelve months prior to the Anticipated Repayment Date with respect to the 2012-1 Component.

(v) Interest shall accrue on the 2012-1 Component and the corresponding 2012-1 Note from and including the date hereof. An amount equal to the interest for the period from and including the date hereof until the Distribution Date in September, 2012 shall be deposited on the date hereof in the Initial Increase Reserve Account and applied by the Lender to the payment of such interest on the Due Date in September, 2012. No interest will be payable on the 2012-1 Component on the Due Date in August, 2012.

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(b) There are no Scheduled Principal Payments in respect of the 2012-1 Component and the Closing Date Borrowers shall not be required to pay any principal of the 2012-1 Component prior to the Due Date in December 2017 (such date with respect to the 2012-1 Component, 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 Fourth Loan Increase, constituting the Component described in Section 2.01.

(b) On the date hereof, each Closing Date Borrower shall execute and deliver to the Trustee a promissory note payable to the order of the Trustee evidencing the 2012-1 Component, in the initial principal amount equal to $610,000,000 (the “2012-1 Note”). The 2012-1 Note shall bear interest on the unpaid principal amount thereof at the Component Rate and mature on the Maturity Date. The Closing Date Borrowers shall also, on the date hereof, execute and deliver to the Trustee in exchange for (i) the promissory note evidencing the 2010-1C Component, in an initial principal amount equal to $680,000,000 (the “2010-1C Note”) and (ii) the promissory note evidencing the 2010-2C Component, in an initial principal amount equal to $550,000,000 (the “2010-2C Note” and, together with the 2010-1C Note, the “2010 Notes”), each executed and delivered to the Trustee by the Existing Borrowers on the Prior Closing Date, an amended and restated 2010-1C Note and an amended and restated 2010-2C Note, each payable to the order of the Trustee, under which each Closing Date Borrower agrees to be jointly and severally liable for the payment of all amounts payable thereunder.

(c) 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 Fourth Loan Increase has been satisfied, as of the date hereof.

(d) The parties hereto agree that the date hereof 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 Addition of the Additional Borrower Sites and the Fourth 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 A hereto.

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

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Section 3.02 Use of Proceeds. The proceeds from the sale of the Certificates shall be used to fund the Fourth Loan Increase and the proceeds of the Fourth Loan Increase shall be used to (i) pay all recording fees and taxes, title insurance premiums, 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 2012-1 Component; (ii) pay all fees and expenses incurred by the Closing Date Borrowers; (iii) fund the reserve deposits described in Section 3.03 hereof; and (iv) make a cash distribution to each Closing Date Borrower.

Section 3.03 Funding of Reserves. (a) Pursuant to Section 6.3 of the Loan Agreement, on the date hereof, the Closing Date Borrowers shall deposit with Central Account Bank $1,390,758 for deposit in the Impositions and Insurance Reserve as required in connection with the Addition of the Additional Borrower Sites hereunder, and has delivered to Lender an Officer’s Certificate setting forth in reasonable detail the calculation of the forgoing.

(b) Pursuant to Section 6.2 of the Loan Agreement, on the date hereof, the Closing Date Borrowers shall deposit with Central Account Bank $1,777,887 for deposit in the Advance Rents Reserve Sub-Account in connection with the Addition of the Additional Borrower Sites hereunder.

(c) The Lender shall designate a Sub-Account of the Central Account to be the “Fourth Loan Increase Reserve Account”. On the date hereof, the Closing Date Borrowers shall deposit an amount equal to the amount of interest that will accrue on the 2012-1 Component from the date hereof to but excluding the Distribution Date in August 2012 (such amount, the “Fourth Loan Increase Reserve”). The Fourth Loan Increase Reserve shall be a Reserve under the Loan Agreement, and shall be applied by the Lender on the Due Date in September 2012 to the payment of such interest.

(d) The deposits into the Reserves described in clauses (a), (b) and (c) above shall occur by deduction from the amount of the Fourth Loan Increase disbursed to the Closing Date Borrowers pursuant to Section 3.02 hereof on the date hereof. Notwithstanding such deductions, the Fourth Loan Increase contemplated hereby shall be deemed for all purposes to be fully disbursed.

ARTICLE IV

ADDITION OF ADDITIONAL BORROWERS

Section 4.01 Election. (a) Pursuant to Sections 2.3 and 3.2 of the Loan Agreement, the Existing Borrowers elect to cause each Additional Borrower to assume and become jointly and severally liable under the Notes, the Loan Agreement and the other Loan Documents, and each Additional Borrower hereby covenants and agrees upon the execution and delivery of this Loan Agreement Supplement by such Additional Borrower:

(i) such Additional Borrower shall be a Borrower jointly and severally liable under the Loan Agreement and each of the other Loan Documents and Mortgage Loan Documents (as defined in the Trust Agreement) to which such Additional Borrower shall be a party, and shall be entitled to all of the respective rights and privileges, and subject to all of the respective duties and obligations of a Borrower thereunder, and

(ii) such Additional Borrower shall perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement and the other Loan Documents and Mortgage Loan Documents to which such Additional Borrower shall be a party are required to be performed by it as a Borrower and shall be bound by all of the provisions of the Loan Agreement and such other Loan Documents and Mortgage Loan Documents as if it had been an original party to such agreements.

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(b) On the date hereof, each Additional Borrower shall assume and become jointly and severally obligated under the 2010 Notes in accordance with Section 3.01(b) hereof and shall enter into the following other Loan Documents:

(i) Joinder and Amendment to the Cash Management Agreement, dated as of August 9, 2012, among the Closing Date Borrowers, the Servicer, the Manager and the Trustee;

(ii) the Deeds of Trust;

(iii) Joinder to the Assignment and Subordination of Management Agreement, dated as of August 9, 2012, among the Closing Date Borrowers and the Manager;

(iv) Joinder to the Environmental Indemnity, dated as of August 9, 2012, from the Closing Date Borrowers in favor of the Trustee;

(v) Joinder and Amendment to the Management Agreement, dated as of August 9, 2012, among the Closing Date Borrower, the Parent and the Manager;

(vi) Contribution and Subrogation Agreement, dated as of August 9, 2012, among the Closing Date Borrowers;

(vii) Joinder to the Advance Reimbursement Agreement, dated as of August 9, 2012, among the Closing Date Borrowers, the Servicer and the Trustee;

(viii) Deposit Account Control Agreement, dated as of August 9, 2012, among SBA Infrastructure, the Servicer, the Trustee and Wells Fargo Bank, N.A.;

(ix) Deposit Account Control Agreement, dated as of August 9, 2012, among SBA USVI II, the Servicer, the Trustee and Wells Fargo Bank, N.A.;

(x) Deposit Account Control Agreement, dated as of August 9, 2012, among SBA Monarch, the Servicer, the Trustee and Wells Fargo Bank, N.A.; and

(xi) the Financing Statements.

(c) Each Additional Borrower hereby pledges, assigns and grants to Lender a security interest in and to all of such Additional Borrower’s fixtures and personal property

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including, but not limited to all, (i) equipment in all forms, now or hereafter existing, all parts thereof and all accessions thereto, including but not limited to machinery, towers, satellite receivers, antennas, headend electronics, furniture, motor vehicles, aircraft and rolling stock, (ii) such Additional Borrower’s fixtures now existing and or hereafter acquired, all substitutes and replacements therefore, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures on or above all Sites and all other real property now owned or hereafter acquired by such Additional Borrower and all substitutes and replacements for, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and all proceeds, products, and increases of, any and all of the foregoing Collateral (including, without limitation, proceeds which constitute property of the types described herein), (iii) accounts now or hereafter existing, (iv) inventory now or hereafter existing, (v) general intangibles (other than Site Management Agreements) now or hereafter existing, (vi) investment property now or hereafter existing, (vii) deposit accounts now or hereafter existing, (viii) chattel paper now or hereafter existing, (ix) instruments now owned or hereafter existing, (x) any Site Management Agreements now or hereafter existing (including all rights to payment thereunder, but excluding any other rights that cannot be assigned without third party consent under such Site Management Agreements), and (xi) the equity interests of any subsidiary of such Additional Borrower now owned or hereafter existing and the proceeds of the foregoing, as security for the payment and performance of all of the Obligations.

(d) Each Additional Borrower hereby represents and warrants that it has satisfied (i) all of the provisions of Section 11.7(A) with respect to each of its Additional Borrower Sites that is to be a Mortgaged Site and has delivered an Officer’s Certificate dated the date hereof to that effect and (ii) all of the provisions of Section 11.7(B) with respect to each of its Additional Borrower Sites that is to be an Other Pledged Site and has delivered an Officer’s Certificate dated the date hereof to that effect.

Section 4.02 Further Assurances. (a) Each of the Existing Borrowers and the Additional Borrowers hereby agree that they will deliver to and deposit with, or cause to be delivered to and deposited with, the Servicer such documents and agreements as reasonably requested to evidence the Addition of the Additional Borrower Sites of the Additional Borrowers or as are required to be delivered by the Closing Date Borrowers pursuant to Section 2.01 of the Trust Agreement in connection with such Addition, this Fourth Loan Increase, or the addition of the Additional Borrowers, including, without limitation (i) the documents with respect to the Fourth Loan Increase or the addition of the Additional Borrowers required for the Mortgage File pursuant to Section 2.01(e) of the Trust Agreement 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 Fourth Loan Increase or the addition of the Additional Borrowers and that are necessary for the ongoing servicing and administration of the Loan (or, if any of the foregoing 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 date of the Addition).

Section 4.03 Joinder. All references to Borrower or Borrowers contained in the Loan Agreement and the Loan Documents are hereby deemed, for all purposes to refer to and include each of the Additional Borrowers as a Borrower.

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ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWERS

Section 5.01 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, other than Section 4.30, is true as of the date hereof.

(b) Each of the Closing Date Borrowers hereby represents and warrants to the Lender that, as to itself, each of the representations and warranties set forth in Section 9.1 of the Loan Agreement, is true as of the date hereof.

(c) Each of the Closing Date Borrowers hereby represents and warrants to the Lender that each condition of Section 2.3 of the Loan Agreement and Section 3.25 of the Trust Agreement have been satisfied as of the date hereof.

Section 5.02 Additional Representations, Warranties and Covenants of the Closing Date Borrowers.

(a) Each of the Closing Date Borrowers hereby represents, warrants, and covenants to the Lender that, as to itself, from the date of such entity’s formation, and until such time as all Obligations are paid in full, that such Closing Date Borrower:

(i) except for capital contributions and distributions properly reflected on the books and records of such entity, has not entered and shall not enter into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party;

(ii) has paid and shall pay all of its debts and liabilities from its own assets, except as contemplated by the Loan Documents from the date hereof with respect to the Borrower Parties;

(iii) has done and shall do or caused to be done and shall cause to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence;

(iv) has maintained and shall maintain all of its books, records, financial statements and since the date of incorporation or formation, as the case may be, its bank accounts separate from those of any other Person;

(v) has been and shall be, and at all times has held and shall hold itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party);

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(vi) has corrected and shall correct any known misunderstanding regarding its status as a separate entity;

(vii) has conducted and shall conduct all of its business and has held and shall hold all of its assets in its own name;

(viii) has not identified and shall not identify itself or any of its affiliates as a division or part of the other;

(ix) has maintained and utilized and shall maintain and utilize separate stationery, invoices and checks bearing its own name;

(x) has not commingled and shall not commingle its funds or other assets with those of any other Person, except as contemplated by the Loan Documents from the date hereof with respect to the Borrower Parties, and has held all of its funds or other assets in its own name other than any improper deposits by third parties which have been promptly corrected;

(xi) has not guaranteed or become obligated for the debts of any other Person with respect to debts that are still outstanding or, in the case of the Additional Borrowers, will not be discharged as a result of the closing of the Fourth Loan Increase, other than the Loan and shall not guaranty or become obligated for the debts of any other Person, except as contemplated by the Loan Documents from the date hereof with respect to the Borrower Parties;

(xii) has not held itself out as being responsible for the debts or material obligations of any other Person with respect to debts or obligations that are still outstanding or will not be discharged as a result of the Fourth Loan Increase other than the Loan and shall not hold itself out as being responsible for the debts or material obligations of any other Person, except as contemplated by the Loan Documents from the date hereof with respect to the Borrower Parties;

(xiii) has allocated and shall allocate fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party;

(xiv) has not pledged its assets to secure the obligations of any other Person with respect to obligations that are still outstanding or will not be discharged as a result of the Fourth Loan Increase other than the Loan and shall not pledge its assets to secure the obligations of any other Person, except as contemplated by the Loan Documents from the date hereof with respect to the Borrower Parties;

(xv) has maintained and shall maintain adequate capital in light of its contemplated business operations;

(xvi) has not incurred any indebtedness that is still outstanding and shall not incur any indebtedness other than indebtedness that is permitted under the Loan Documents;

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(xvii) has not had any of its obligations guaranteed by an affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the Fourth Loan Increase) or guarantees that are expressly contemplated by the Loan Documents; and

(xviii) has received and reviewed copies of the Loan Agreement and the other Mortgage Loan Documents (as defined in the Trust Agreement).

Section 5.03 Amendments to the Loan Agreement Schedules.

(a) The parties hereto agree that Schedule 1 of the Loan Agreement is hereby deleted in its entirety and replaced by Schedule 1 hereto.

(b) The parties hereto agree that Schedule 4 of the Loan Agreement is hereby deleted in its entirety and replaced by Schedule 4 hereto.

(c) The parties hereto agree that Schedule 4.1(C) of the Loan Agreement is hereby deleted in its entirety and replaced by Schedule 4.1(C) hereto.

(d) The parties hereto agree that Schedule 4.19 of the Loan Agreement is hereby deleted in its entirety and replaced by Schedule 4.19 hereto.

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

ARTICLE VI

AMENDMENT OF THE LOAN AGREEMENT

Section 6.01 Prepayment. The parties hereto agree that the first sentence of Section 2.6(A) of the Loan Agreement is hereby deleted and replaced with the following: “The Borrowers may prepay the Loan in whole or in part on any date upon payment of the applicable Yield Maintenance, and no Yield Maintenance is payable in connection with any prepayment of a Component of the Loan that occurs (i) (A) in the case of the 2010-1 Component or the 2010-2 Component, less than nine months prior to the Anticipated Repayment Date with respect to such Component or (B) in the case of any other Component, less than the number of months prior to the Anticipated Repayment Date with respect to such Component set forth in the Loan Agreement Supplement relating to such Component, (ii) with Loss Proceeds received as a result of any condemnation or casualty of a Site or (iii) during an Amortization Period.”

Section 6.02 Performance of Agreements and Leases. The parties hereto agree that clause (ii) of the first sentence of Section 5.9 of the Loan Agreement is hereby amended and revised such that the words “(including, but not limited to, any obligation of such Borrower Party under a Net Rent Tenant Lease to pay amounts to a Tenant thereunder on account of rent payable by third-party co-location sub-tenants who sublease Site Space at the related Site)” shall be inserted at the end thereof.

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Section 6.03 Principal Place of Business. The parties hereto agree that Section 4.27 of the Loan Agreement is hereby amended and restated in its entirety as follows: “The Initial Borrower has had its principal place of business located in the State of Florida for the past five (5) years, and was originally organized in the State of Florida.”

Section 6.04 Conversion of the Borrowers. The parties hereto agree that the following new Section be added to the Loan Agreement, immediately following Section 5.24:

“Section 5.25. Conversion of the Existing Borrowers. At any time prior to January 31, 2013, each Existing Borrower may elect to amend its articles of incorporation to convert into a limited liability company organized under the laws of the State of Delaware, upon satisfaction of the following conditions precedent:

(A) On the date of any such conversion, such Existing Borrower shall deliver to the Lender an opinion of counsel reasonably satisfactory to the Lender regarding the valid existence of such Existing Borrower as a limited liability company under the laws of the State of Delaware and the power and authority of such Existing Borrower to perform its obligations under the Loan Documents to which it is a party under such laws and other related matters, in form and substance reasonably satisfactory to the Lender.

(B) On or prior to the date of any such conversion, such Existing Borrower shall deliver to the Lender an opinion of counsel reasonably satisfactory to the Lender stating that such conversion does not constitute a “significant modification” of the Loan or “deemed exchange” of the Notes under Section 1001 of the IRC and will not cause a taxable event for U.S. federal income tax purposes to any holder of a Certificate, in form and substance reasonably satisfactory to the Lender.

(C) On or prior to the date of any such conversion, the Existing Borrower shall deliver to the Lender an opinion of Cadwalader, Wickersham & Taft LLP, special New York counsel to such Existing Borrower, in form and substance reasonably satisfactory to the Lender, to the effect that such conversion, does not, in and of itself, invalidate the conclusions contained in its opinion provided to the Lender dated August 9, 2012 regarding the substantive nonconsolidation of the assets and liabilities of such Existing Borrower with those of SBA Finance.

(D) On or prior to the date of such conversion, such Existing Borrower shall deliver to the Lender an opinion of counsel reasonably satisfactory to the Lender as to the enforceability of the limited liability company agreement of such Existing Borrower against the Guarantor, including certain provisions thereof relating to the filing of a voluntary bankruptcy petition by the Guarantor, the rights of a judgment creditor of the Guarantor against the property of such Existing Borrower, treatment of such Existing Borrower as a separate legal entity and the impact of the bankruptcy or dissolution of the Guarantor on such Existing Borrower, in each case, under the laws of the State of Delaware, in form and substance reasonably satisfactory to the Lender.

(E) On or prior to the date of such conversion, such Existing Borrower shall deliver to the Lender an opinion of counsel reasonably satisfactory to the Lender regarding the

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applicability under the Bankruptcy Code of Delaware law to the determination of what persons have the authority to file a voluntary bankruptcy petition on behalf of such Existing Borrower, in form and substance reasonably satisfactory to the Lender.

(F) On or prior to the date of any such conversion, such Existing Borrower shall deliver to the Lender one or more opinions of counsel reasonably satisfactory to the Lender regarding the filing of UCC-1 financing statements and the perfection of the security interests created under the Loan Documents the perfection of which are governed by Delaware law, in form and substance reasonably satisfactory to the Lender.

(G) On or prior to the date of any such conversion, such Existing Borrower shall deliver to the Lender an opinion of counsel reasonably satisfactory to the Lender to the effect that the Lender has a perfected security interest in the equity interests in such Existing Borrower, in form and substance reasonably satisfactory to the Lender.

(H) On or prior to the date of any such conversion, such Existing Borrower shall deliver to the Lender an officer’s certificate that such conversion is permitted under the Loan Documents and that all conditions precedent related thereto have been satisfied.

(I) The limited liability company agreement for such Existing Borrower is in the form attached as Exhibit G hereto.

The Borrowers shall provide each Rating Agency with copies of the opinions of counsel, the officer’s certificate, and the limited liability agreement referred to above. The Rating Agencies shall not be addressees of any such opinions of counsel, and shall not be entitled to rely upon them. Upon such conversion, the Lender shall grant such consents or take such other actions as may be necessary to the continued perfection of the security interest granted under the Loan Documents in the equity interests of such Existing Borrower.

Section 6.05 Cash Trap Reserve. The parties hereto agree that the last sentence of Section 6.5 of the Loan Agreement is hereby amended and restated in its entirety as follows: “Notwithstanding the foregoing, during a Cash Trap Condition or an Amortization Period the Lender may apply Excess Cash Flow or amounts in the Cash Trap Reserve to the payment of contingent earn-out obligations of the Borrowers, or to pay amounts payable by the Borrowers to Tenants on account of rent payable by third-party co-location sub-tenants who sublease Site Space at Sites, in the Lender’s sole discretion.”

Section 6.06 Definitions. The parties hereto agree that the following definitions are hereby incorporated in alphabetical order into Section 1.01 of the Loan Agreement, and if such definitions are already found in Section 1.01 of the Loan Agreement, hereby replaces it in its entirety:

“Annualized Run Rate Net Cash Flow” means, for any Site as of any date of determination, the Annualized Run Rate Revenue for such Site as of such date (including site maintenance fees paid, license and easement fees and similar fees and revenues), less the sum, as of such date, of (i) current year annual real and personal property taxes (including payments in lieu of taxes), current year annual insurance expenses and ground lease payments, if applicable, annualized as of such date of determination with respect to such Site, and amounts payable to a

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Third Party Owner under a Site Management Agreement, if applicable, (ii) trailing twelve (12) month expenses in respect of such Site for maintenance (including maintenance capital expenditures, which for each Site are assumed to be $700 (or $0, in the case of a Site subject to a Net Rent Tenant Lease) during such period), utilities, licenses and permits (excluding portfolio support personnel), and (iii) a Management Fee equal to the Management Fee Rate of the Annualized Run Rate Revenue for such Site. For purposes of clause (ii) of this definition, for any Additional Site or Additional Borrower Site, the calculation of the trailing twelve (12) month expenses shall be based on, at the time of, acquisition of such Site and through three (3) full calendar months thereafter, the applicable Borrower’s annual budgeted expenses in respect of such Site for maintenance (including maintenance capital expenditures, which for each Site are assumed to be $700 (or $0, in the case of a Site subject to a Net Rent Tenant Lease) during such period), utilities, licenses and permits (excluding portfolio support personnel), and following the third full calendar month following the acquisition of such Site and through the date that the Site ceases to be an Unseasoned Site, actual expenses in respect of such Site for maintenance (including maintenance capital expenditures, which for each Site are assumed to be $700 (or $0, in the case of a Site subject to a Net Rent Tenant Lease) during such period), utilities, licenses and permits (excluding portfolio support personnel) annualized based upon the number of full calendar months of ownership of such Site.

“Loan Documents” means this Loan Agreement, the Notes, the Deeds of Trust, the Assignment of Management Agreement, the Payment Guaranty, the Parent Guaranty, the Pledge Agreement, the Environmental Indemnity, the Financing Statements, the Cash Management Agreement, the documents listed on Schedule 6 and any and all other documents and agreements from the Borrowers, Guarantor, SBA Holdings, or Manager and accepted by Lender for the purposes of evidencing and/or securing the Loan.

“Net Rent Tenant Lease” means a Tenant Lease under which a Tenant is obligated to reimburse the Borrower for certain costs and expenses, including, among other things, site maintenance, utilities, real estate taxes, ground lease rents and the maintenance of property insurance.

“Scheduled Defeasance Payments” means payments on or prior to, but as close as possible to (i) each Due Date after the date of defeasance and through and including the first Due Date that is after the date for each Component that no Yield Maintenance is payable in respect of any prepayment of such Component in amounts equal to the scheduled payments due on such dates under the Loan Documents, including payment of any Workout Fees due under the Trust Agreement, and (ii) the first Due Date that is after the date for each Component of the Loan that no Yield Maintenance is payable in respect of any prepayment of such Component in an amount equal to the Principal Amount of the Loan and accrued interest thereon, including payment of any Workout Fees due under the Trust Agreement.

Section 6.07 Conditional Amendments. The parties hereto agree that the amendments to the Loan Agreement set forth in this Section 6.07 shall automatically become effective upon the payment in full of the principal of the Note corresponding to the 2010-1C Component and the Note corresponding to the 2010-2C Component and all accrued and unpaid interest thereon and the satisfaction of any other Obligations in respect of the 2010 Components.

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(a) Conditions to any Loan Increase. The second sentence in Section 3.2(C) of the Loan Agreement shall be deleted in its entirety.

(b) Substitution of a Mortgaged Site.

The following words shall be deleted from Clause (C) of Section 11.5 of the Loan Agreement and replaced with a period: “contain such Lender protections as are contained in similar instruments accepted by Lender at Closing, and is accompanied by an estoppel or similar instrument reasonably satisfactory to Lender”.

(c) Substitution of Other Pledged Sites

Clause (M) of Section 11.6 shall be deleted in its entirety and replaced with “[Reserved.]”.

(d) Addition of an Additional Site or Additional Borrower Site.

(i) The following words shall be deleted from clause (ii) of Sections 11.7(A) and 11.7(B) of the Loan Agreement: “contain such Lender protections as are contained in similar instruments accepted by Lender at the Closing, and is accompanied by an estoppel or similar instrument reasonably satisfactory to Lender.”; and

(ii) Clause (vii) of Section 11.7(B) of the Loan Agreement shall be deleted in its entirety and replaced with “[Reserved.]”.

ARTICLE VII

AMENDMENT OF ORGANIZATIONAL DOCUMENTS

Section 7.01 Consent by Lender. The Lender consents to the amendments to the organizational documents of the Existing Borrowers in the forms set forth as Exhibit E hereto; provided, however, that, prior to the filing thereof, the Lender shall have received an opinion of counsel reasonably satisfactory to the Lender to the effect that the filing of any such amendment will not cause a taxable event for U.S. federal income tax purposes to any holder of a Certificate and an officer’s certificate to the effect that such amendment is permitted under the Loan Documents and that all conditions precedent related thereto have been satisfied.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01 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 THIS LOAN AGREEMENT SUPPLEMENT.

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Section 8.02 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 8.03 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.

ARTICLE IX

APPLICABILITY OF LOAN AND SECURITY AGREEMENT

Section 9.01 Applicability. The provisions of the Loan Agreement are hereby ratified, approved and confirmed, as supplemented by this Loan Agreement 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 date hereof.

[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, INC., as Existing Borrower			SBA SITES, INC., as Existing Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Senior Vice President and General Counsel		Title:	Senior Vice President and General Counsel
SBA STRUCTURES, INC., as Existing Borrower			SBA INFRASTRUCTURE, LLC, as Additional Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Senior Vice President and General Counsel		Title:	Senior Vice President and General Counsel
SBA TOWERS USVI II, INC., as Additional Borrower			SBA MONARCH TOWERS III, LLC, as Additional Borrower
By:	/s/ Thomas P. Hunt		By:	/s/ Thomas P. Hunt
	Name:	Thomas P. Hunt		Name:	Thomas P. Hunt
	Title:	Senior Vice President and General Counsel		Title:	Senior Vice President and General Counsel
MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Servicer
By:	/s/ Lawrence D. Ashley
	Name:	Lawrence D. Ashley
	Title:	Senior Vice President

Signature Page for Fifth Loan Supplement

EX-31.1

Exhibit 31.1

Certification

I, Jeffrey A. Stoops, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SBA Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2012	/s/    Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Brendan T. Cavanagh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SBA Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2012	/s/    Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of SBA Communications Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey A. Stoops, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2012	/s/ Jeffrey A. Stoops
	Jeffrey A. Stoops
	Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of SBA Communications Corporation (the “Company”), on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brendan T. Cavanagh, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2012	/s/    Brendan T. Cavanagh
	Brendan T. Cavanagh
	Chief Financial Officer

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Restricted Cash (Schedule Of Restricted Cash) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash	$ 34,685	$ 33,761
Restricted Cash - Current Asset [Member] | Securitization Escrow Accounts [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash	21,764	21,378
Restricted Cash - Current Asset [Member] | Payment And Performance Bonds [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash	932	888
Other Assets - Noncurrent [Member] | Surety Bonds And Workers Compensation [Member]
Restricted Cash and Cash Equivalents Items [Line Items]
Total restricted cash	$ 11,989	$ 11,495

XML

Debt (Carrying Value Of Debt) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011	May 16, 2008
Debt Instrument [Line Items]
Debt	$ 5,306,034	$ 3,354,485
Debt instrument interest rate stated percentage	4.00%
Less: current maturities of long-term debt and short-term debt	(529,595)	(5,000)
Total long-term debt, net of current maturities and short-term debt	4,776,439	3,349,485
1.875% Convertible Senior Notes due 2013 [Member]
Debt Instrument [Line Items]
Debt	512,345	484,970
Debt instrument interest rate stated percentage	1.875%		187.50%
Debt instrument, principal balance	535,000	535,000
4.0% Convertible Senior Notes due 2014 [Member]
Debt Instrument [Line Items]
Debt	422,052	397,612
Debt instrument interest rate stated percentage	4.00%
Debt instrument, principal balance	500,000	500,000
4.254% 2010-1C Tower Securities [Member]
Debt Instrument [Line Items]
Debt	680,000	680,000
Debt instrument interest rate stated percentage	4.254%
5.101% Secured Tower Revenue Securities Series 2010-2 [Member]
Debt Instrument [Line Items]
Debt	550,000	550,000
Debt instrument interest rate stated percentage	5.101%
2.933% Secured Tower Revenue Securities Series 2012-1 [Member]
Debt Instrument [Line Items]
Debt	610,000
Debt instrument interest rate stated percentage	2.933%
8.0% Senior Notes due 2016 [Member]
Debt Instrument [Line Items]
Debt		373,198
Debt instrument interest rate stated percentage	8.00%
Debt instrument, principal balance	0	375,000
8.25% Senior Notes due 2019 [Member]
Debt Instrument [Line Items]
Debt	242,162	372,365
Debt instrument interest rate stated percentage	8.25%
Debt instrument, principal balance	243,800	375,000
5.625% Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Debt	500,000
Debt instrument interest rate stated percentage	5.625%
Debt instrument, principal balance	500,000
5.75% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
Debt	800,000
Debt instrument interest rate stated percentage	5.75%
Debt instrument, principal balance	800,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt
2011 Term Loan [Member]
Debt Instrument [Line Items]
Debt	492,724	496,340
Debt instrument, principal balance	500,000
2012-1 Term Loan [Member]
Debt Instrument [Line Items]
Debt	197,500
Debt instrument, principal balance	200,000
2012-2 Term loan [Member]
Debt Instrument [Line Items]
Debt	$ 299,251

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Property And Equipment, Net (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Depreciation expense	$ 54.5	$ 44.3	$ 152.8	$ 130.8
Non-cash capital expenditures			$ 11.9		$ 7.2

XML

Debt (Schedule Of Cash And Non-Cash Interest Expense) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Jul. 24, 2009
Debt Instrument [Line Items]
Cash Interest	$ 50,578	$ 42,307	$ 136,728	$ 118,616
Non-cash Interest	17,874	16,089	52,281	47,095
Interest rate for senior notes	4.00%		4.00%
1.875% Convertible Senior Notes due 2013 [Member]
Debt Instrument [Line Items]
Cash Interest	2,508	2,508	7,523	7,582
Non-cash Interest	9,339	8,507	27,375	25,137
Interest rate for senior notes	1.875%		1.875%
4.0% Convertible Senior Notes due 2014 [Member]
Debt Instrument [Line Items]
Cash Interest	5,000	5,000	15,000	15,000
Non-cash Interest	8,412	7,400	24,448	21,508
Interest rate for senior notes	4.00%		4.00%
8.0% Senior Notes due 2016 [Member]
Debt Instrument [Line Items]
Cash Interest	3,142	7,500	15,867	22,500
Non-cash Interest	35	78	174	229
Interest rate for senior notes	8.00%		8.00%		8.00%
8.25% Senior Notes due 2019 [Member]
Debt Instrument [Line Items]
Cash Interest	5,027	7,734	18,150	23,203
Non-cash Interest	42	60	149	176
Interest rate for senior notes	8.25%		8.25%		8.25%
5.625% Senior Notes Due 2019 [Member]
Debt Instrument [Line Items]
Cash Interest	234		234
Interest rate for senior notes	5.625%		5.625%
5.75% Senior Notes Due 2020 [Member]
Debt Instrument [Line Items]
Cash Interest	10,094		10,094
Interest rate for senior notes	5.75%		5.75%
2010 Secured Tower Revenue Securities [Member]
Debt Instrument [Line Items]
Cash Interest	14,344	14,344	43,032	43,028
Two Thousand Twelve Secured Tower Revenue Securities [Member]
Debt Instrument [Line Items]
Cash Interest	2,612		2,612
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Cash Interest	849	479	3,558	2,730
Two Thousand Eleven Term Loan B [Member]
Debt Instrument [Line Items]
Cash Interest	4,743	4,857	14,163	4,926
Non-cash Interest	45	44	134	45
Two Thousand Twelve Term Loan A [Member]
Debt Instrument [Line Items]
Cash Interest	1,403		2,262
Two Thousand Twelve Term Loan B [Member]
Debt Instrument [Line Items]
Cash Interest	94		94
Non-cash Interest	1		1
Mobilitie Bridge Loan [Member]
Debt Instrument [Line Items]
Cash Interest	499		4,239
Capitalized interest [Member]
Debt Instrument [Line Items]
Cash Interest	(24)	(142)	(238)	(418)
Other Debt [Member]
Debt Instrument [Line Items]
Cash Interest	$ 53	$ 27	$ 138	$ 65

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Discontinued Operations (Revenue Components Of Discontinued Operations) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Site leasing revenue	$ 2,121	$ 4,775
Income from discontinued operations, net of taxes	$ 969	$ 2,349

XML

DEBT (Tables)

9 Months Ended

Sep. 30, 2012

Carrying Value Of Debt

The carrying value of debt consists of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
1.875% Convertible Senior Notes due 2013. Principal balance of $535.0 million as of September 30, 2012 and December 31, 2011.	$	512,345		$	484,970
4.0% Convertible Senior Notes due 2014. Principal balance of $500.0 million as of September 30, 2012 and December 31, 2011.		422,052			397,612
8.0% Senior Notes due 2016. Principal balance of $375.0 million as of December 31, 2011.		—			373,198
8.25% Senior Notes due 2019. Principal balance of $243.8 million and $375.0 million as of September 30, 2012 and December 31, 2011, respectively.		242,162			372,365
5.625% Senior Notes due 2019.		500,000			—
5.75% Senior Notes due 2020.		800,000			—
4.254% Secured Tower Revenue Securities Series 2010-1.		680,000			680,000
5.101% Secured Tower Revenue Securities Series 2010-2.		550,000			550,000
2.933% Secured Tower Revenue Securities Series 2012-1.		610,000			—
Revolving Credit Facility		—			—
2011 Term Loan. Principal balance of $493.8 million and $497.5 million as of September 30, 2012 and December 31, 2011, respectively.		492,724			496,340
2012-1 Term Loan		197,500			—
2012-2 Term Loan. Principal balance of $300.0 million as of September 30, 2012		299,251			—
Total debt		5,306,034			3,354,485
Less: current maturities of long-term debt and short-term debt		(529,595	)		(5,000	)
Total long-term debt, net of current maturities and short-term debt	$	4,776,439		$	3,349,485

Schedule Of Cash And Non-Cash Interest Expense

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

	Three months ended September 30, 2012					Three months ended September 30, 2011					Nine months ended September 30, 2012					Nine months ended September 30, 2011
	Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest
	(in thousands)					(in thousands)					(in thousands)					(in thousands)
1.875% Convertible Senior Notes	$	2,508		$	9,339	$	2,508		$	8,507	$	7,523		$	27,375	$	7,582		$	25,137
4.0% Convertible Senior Notes		5,000			8,412		5,000			7,400		15,000			24,448		15,000			21,508
8.0% Senior Notes		3,142			35		7,500			78		15,867			174		22,500			229
8.25% Senior Notes		5,027			42		7,734			60		18,150			149		23,203			176
5.625% Senior Notes		234			—		—			—		234			—		—			—
5.75% Senior Notes		10,094			—		—			—		10,094			—		—			—
2010 Secured Tower Revenue Securities		14,344			—		14,344			—		43,032			—		43,028			—
2012 Secured Tower Revenue Securities		2,612			—		—			—		2,612			—		—			—
Revolving Credit Facility		849			—		479			—		3,558			—		2,730			—
2011 Term Loan		4,743			45		4,857			44		14,163			134		4,926			45
2012-1 Term Loan		1,403			—		—			—		2,262			—		—			—
2012-2 Term Loan		94			1		—			—		94			1		—			—
Mobilitie Bridge Loan		499			—		—			—		4,239			—		—			—
Capitalized interest		(24	)		—		(142	)		—		(238	)		—		(418	)		—
Other		53			—		27			—		138			—		65			—
Total	$	50,578		$	17,874	$	42,307		$	16,089	$	136,728		$	52,281	$	118,616		$	47,095

1.875% Convertible Senior Notes due 2013 [Member]

Notes Reflected In Long-Term Debt

The following table summarizes the balances for the 1.875% Notes:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	535,000		$	535,000
Debt discount		(22,655	)		(50,030	)
Carrying value	$	512,345		$	484,970

4.0% Convertible Senior Notes due 2014 [Member]

Notes Reflected In Long-Term Debt

The following table summarizes the balances for the 4.0% Notes:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	499,990		$	500,000
Debt discount		(77,938	)		(102,388	)
Carrying value	$	422,052		$	397,612

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Debt (Narrative) (Parenthetical) (Detail)	9 Months Ended
	Sep. 30, 2012
2011 Term Loan [Member]
Line of Credit Facility [Line Items]
Base Rate margin, basis points	0.0175
Two Thousand Twelve Two Term Loan [Member]
Line of Credit Facility [Line Items]
Base Rate margin, basis points	0.0175

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2012

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

TowerCo Acquisition

On October 1, 2012, SBA, through its wholly-owned subsidiary, completed its previously announced acquisition of TowerCo II Holdings LLC, which owns 3,256 tower sites in 47 states across the U.S. and Puerto Rico. As consideration for the acquisition, the Company paid $1.2 billion with cash on-hand and issued 4.6 million shares of its Class A common stock. The Company is in the process of evaluating the allocation of the purchase price among the fair value of the assets acquired and liabilities assumed.

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Intangible Assets, Net (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life, years			15 years
Amortization expense	$ 46.4	$ 33.7	$ 124.0	$ 98.8

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Acquisitions (Fair Value Of Assets Acquired And Liabilities Assumed Relating To Mobilitie Acquisition) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012
Business Acquisition [Line Items]
Cash and cash equivalents	$ 1,536
Accounts receivable	473
Other current assets	24,221
Assets held for sale	125,000
Property and equipment	498,654
Other assets	2,201
Total assets acquired	1,136,809
Current liabilities assumed	(11,619)
Long-term deferred tax liability	(13,526)
Net assets acquired	1,111,664
Current contract intangibles [Member]
Business Acquisition [Line Items]
Intangible assets	399,759
Network location intangibles [Member]
Business Acquisition [Line Items]
Intangible assets	$ 84,965

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Fair Value Measurements (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Fair Value Measurements [Line Items]
Estimated fair value of performance targets	$ 9.2		$ 9.2		$ 5.5
Performance targets, maximum potential obligation	18.2		18.2
Impairment recognized, related to long-lived assets	1.6	1.1	2.6	1.4
Certificate of deposits	5.3		5.3		5.6
Held-to-maturity investments, carrying value	1.3		1.3		1.4
Held-to-maturity investments, fair value	$ 1.5		$ 1.5		$ 1.6

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Costs And Estimated Earnings On Uncompleted Contracts (Cost And Estimated Earnings On Uncompleted Contracts Accompanying Consolidated Balance Sheets) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings in excess of billings on uncompleted contracts	$ 19,896	$ 17,655
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)	(956)	(303)
Costs and estimated earnings on uncompleted contracts	$ 18,940	$ 17,352

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Concentration Of Credit Risk (Narrative) (Detail)	Sep. 30, 2012	Dec. 31, 2011
Concentration Risk [Line Items]
Concentration risk percentage of revenue minimum	10.00%
Concentration risk percentage of accounts receivable	51.40%	50.40%
Number of significant customers	5	5

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Stock-Based Compensation (Schedule Of Assumptions Used To Estimate Fair Value Of Stock Options) (Detail)	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, Minimum	0.57%	0.66%
Risk free interest rate, Maximum	0.83%	2.17%
Dividend yield	0.00%	0.00%
Expected volatility	53.00%	53.90%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected lives (in years), Maximum	3 years 9 months 18 days	3 years 6 months
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected lives (in years), Maximum	4 years 7 months 6 days	4 years 6 months

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Property And Equipment, Net (Property And Equipment, Net Including Assets Held Under Capital Leases) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,425,355	$ 2,809,672
Less: accumulated depreciation	(1,373,286)	(1,226,279)
Property and equipment, net	2,052,069	1,583,393
Towers and related components [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,167,235	2,587,897
Construction-in-progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	29,600	23,076
Furniture, equipment and vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	33,483	29,711
Land, buildings and improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 195,037	$ 168,988

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Sep. 30, 2012
Debt instrument stated percentage	4.00%
5.625% Senior Notes Due 2019 [Member]
Debt instrument stated percentage	5.625%
5.75% Senior Notes Due 2020 [Member]
Debt instrument stated percentage	5.75%
8.0% Senior Notes [Member]
Debt instrument stated percentage	8.00%
8.25% Senior Notes [Member]
Debt instrument stated percentage	8.25%
1.875% Convertible Senior Notes [Member]
Debt instrument stated percentage	1.875%

XML

Stock-Based Compensation (Company's Activities With Respect To Its Stock Options) (Detail) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of Shares, Outstanding at December 31, 2011	3,608
Number of Shares, Granted	613
Number of Shares, Exercised	(811)
Number of Shares, Canceled	(9)
Number of Shares, Outstanding at June 30, 2012	3,401
Number of Shares, Exercisable at June 30, 2012	1,865
Number of Shares, Unvested at June 30, 2012	1,536
Weighted-Average Exercise Price Per Share, Outstanding at December 31, 2011	$ 28.06
Weighted-Average Exercise Price Per Share, Granted	$ 47.58
Weighted-Average Exercise Price Per Share, Exercised	$ 25.94
Weighted-Average Exercise Price Per Share, Canceled	$ 37.71
Weighted-Average Exercise Price Per Share, Outstanding at June 30, 2012	$ 32.06
Weighted-Average Exercise Price Per Share, Exercisable at June 30, 2012	$ 25.96
Weighted-Average Exercise Price Per Share, Unvested at June 30, 2012	$ 39.46
Weighted-Average Remaining Contractual Life (in years), Outstanding at June 30, 2012	4 years 2 months 9 days
Weighted-Average Remaining Contractual Life (in years), Exercisable at June 30, 2012	3 years 1 month 24 days
Weighted-Average Remaining Contractual Life (in years), Unvested at June 30, 2012	5 years 7 months 17 days

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Acquisitions (Schedule Of Unaudited Pro forma Consolidated Results Of Operations) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues	$ 238,606	$ 200,007	$ 686,999	$ 564,264
Operating income	41,071	29,552	104,553	81,604
Net loss	$ (52,699)	$ (33,952)	$ (140,349)	$ (105,206)

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DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2012

Revenue Components Of Discontinued Operations

The key components of discontinued operations for the three and nine months ended September 30, 2012 were as follows:

	For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
	(in thousands)
Site leasing revenue	$	2,121	$	—	$	4,775	$	—
Income from discontinued operations, net of taxes		969		—		2,349		—

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ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2012

Fair Value Of The Assets Acquired And Liabilities Assumed Relating To The Mobilitie Acquisition

The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Mobilitie Acquisition is summarized below (in thousands):

Cash and cash equivalents	$	1,536
Accounts receivable		473
Other current assets		24,221
Assets held for sale		125,000
Property and equipment		498,654
Intangible assets:
Current contract intangible		399,759
Network location intangible		84,965
Other assets		2,201
Total assets acquired		1,136,809
Current liabilities assumed		(11,619	)
Long-term deferred tax liability		(13,526	)
Net assets acquired	$	1,111,664

Schedule Of Unaudited Pro Forma Consolidated Results Of Operations

The following table presents the unaudited pro forma consolidated results of operations of the Company for the three and nine months ended September 30, 2012 and 2011, respectively, as if the acquisition of Mobilitie was completed as of January 1 of each of the respective years:

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	238,606		$	200,007		$	686,999		$	564,264
Operating income	$	41,071		$	29,552		$	104,553		$	81,604
Net loss	$	(52,699	)	$	(33,952	)	$	(140,349	)	$	(105,206	)

Schedule Of Acquisition Capital Expenditures

The following table summarizes the Company’s cash acquisition capital expenditures:

	For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
	(in thousands)
Towers and related intangible assets	$	21,736	$	37,888	$	951,331	$	187,173
Ground lease land purchases		9,154		5,266		25,907		19,564
Earnouts		708		157		5,751		2,618
Total acquisition capital expenditures	$	31,598	$	43,311	$	982,989	$	209,355

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Debt (Narrative) (Detail) (USD $)	1 Months Ended		3 Months Ended	9 Months Ended			3 Months Ended	1 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended		1 Months Ended		3 Months Ended		1 Months Ended	6 Months Ended		9 Months Ended		9 Months Ended			9 Months Ended		9 Months Ended							1 Months Ended				3 Months Ended	1 Months Ended		1 Months Ended		9 Months Ended	1 Months Ended		9 Months Ended			1 Months Ended	9 Months Ended			1 Months Ended			9 Months Ended		1 Months Ended
	Aug. 29, 2012	May 09, 2012	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Mar. 31, 2012 Class A Common Stock [Member] D	May 09, 2012 Minimum [Member]	Sep. 30, 2012 Minimum [Member]	Apr. 02, 2012 Minimum [Member]	May 09, 2012 Maximum [Member]	Sep. 30, 2012 Maximum [Member]	Apr. 02, 2012 Maximum [Member]	Nov. 07, 2008 1.875% Convertible Senior Notes due 2013 [Member]	May 16, 2008 1.875% Convertible Senior Notes due 2013 [Member]	Sep. 30, 2012 1.875% Convertible Senior Notes due 2013 [Member] D	Dec. 31, 2011 1.875% Convertible Senior Notes due 2013 [Member]	Apr. 24, 2009 4.0% Convertible Senior Notes due 2014 [Member]	Sep. 30, 2012 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 4.0% Convertible Senior Notes due 2014 [Member]	Sep. 30, 2012 2010-1 Tower Securities [Member]	Apr. 16, 2010 2010-1 Tower Securities [Member]	Sep. 30, 2012 2010-2 Tower Securities [Member]	Apr. 16, 2010 2010-2 Tower Securities [Member]	Sep. 30, 2012 Tower Securities [Member]	Sep. 30, 2012 2011 Term Loan [Member]	Sep. 30, 2012 Revolving Credit Facility [Member]	Sep. 30, 2012 Senior Notes Due 2020 [Member]	Sep. 30, 2012 2012-1 Term Loan [Member]	Sep. 30, 2012 2012-1 Term Loan [Member] Installment One [Member]	Sep. 30, 2012 2012-1 Term Loan [Member] Installment Two [Member]	Sep. 30, 2012 2012-1 Term Loan [Member] Thereafter [Member]	Sep. 30, 2012 2012-1 Term Loan [Member] Minimum [Member]	Sep. 30, 2012 2012-1 Term Loan [Member] Maximum [Member]	Apr. 02, 2012 Mobilitie Bridge Loan [Member]	Jul. 13, 2012 Mobilitie Bridge Loan [Member] Subsequent Event [Member]	Apr. 02, 2012 Mobilitie Bridge Loan [Member] Minimum [Member]	Apr. 02, 2012 Mobilitie Bridge Loan [Member] Maximum [Member]	Sep. 30, 2012 Four Point Zero Percentage Notes [Member]	Apr. 13, 2012 Senior Notes [Member]	Jul. 24, 2009 Senior Notes [Member]	Apr. 13, 2012 8.0% Senior Notes due 2016 [Member]	Jul. 24, 2009 8.0% Senior Notes due 2016 [Member]	Sep. 30, 2012 8.0% Senior Notes due 2016 [Member]	Apr. 13, 2012 8.25% Senior Notes due 2019 [Member]	Jul. 24, 2009 8.25% Senior Notes due 2019 [Member]	Sep. 30, 2012 8.25% Senior Notes due 2019 [Member]	Aug. 29, 2012 Eight Percent Senior Notes [Member]	Sep. 30, 2012 8.25% Senior Notes [Member]	Jul. 13, 2012 Five Point Seven Five Percent Notes [Member]	Sep. 30, 2012 Five Point Seven Five Percent Notes [Member] D	Sep. 30, 2012 Five Point Seven Five Percent Notes [Member] Minimum [Member]	Sep. 30, 2012 Five Point Seven Five Percent Notes [Member] Maximum [Member]	Sep. 28, 2012 Five Point Six Two Five Percent Senior Notes [Member] D	Sep. 28, 2012 Five Point Six Two Five Percent Senior Notes [Member] Minimum [Member]	Sep. 28, 2012 Five Point Six Two Five Percent Senior Notes [Member] Maximum [Member]	Sep. 30, 2012 Two Thousand Twelve Two Term Loan [Member]	Aug. 09, 2012 Eight Percent Senior Notes Due Two Thousand Sixteen [Member]	Aug. 09, 2012 Two Thousand Twelve One Tower Securities [Member]
Line of Credit Facility [Line Items]
Line of credit facility, principal amount																											$ 700,000,000
Eurodollar Rate margin, basis points									187.5			237.5														0.0275																															0.0275
Base Rate margin, basis points									87.5			137.5														0.0175																															0.0175
Line of credit facility, per annum commitment fee									0.375%			0.50%
Revolving credit facility under senior credit agreement										500,000,000			600,000,000
Line of credit facility additional borrowed								600,000,000			700,000,000
Debt instrument, maturity date		May 09, 2017																Oct. 01, 2014																	Apr. 01, 2013								Aug. 15, 2016			Aug. 15, 2019				Jul. 15, 2020				Oct. 01, 2019
Deferred financing fees		1,100,000																														2,700,000																		13,300,000				7,700,000			3,300,000
Line of credit facility, outstanding																												284,000,000
Interest rate																										3.75%		5.75%	2.72%																												3.75%
Line of credit facility, remaining borrowing capacity			700,000,000	700,000,000
Face amount of debt																535,000,000	535,000,000		500,000,000	500,000,000		680,000,000		550,000,000		500,000,000			200,000,000												750,000,000		375,000,000			375,000,000				800,000,000				500,000,000			300,000,000		610,000,000
Base Rate floor																										2.00%																															2.00%
Eurodollar Rate floor																										1.00%																															1.00%
Repayments of long-term debt, quarterly																										1,250,000
Percentage of par value price for issuance of term loan																										99.75%																															99.75%
Repayments of debt				6,250,000	1,250,000																					3,800,000
Debt instrument, principal balance																										493,800,000
Base Rate plus margin																																	1.00%	1.50%			2.00%	2.50%
Eurodollar Rate plus margin																																	2.00%	2.50%			3.00%	3.50%
Term loan principal repayment																														2,500,000	3,750,000	5,000,000
Term loan principal repayment																													197,500,000
Periodic payment of principal																													2,500,000																												3,000,000
Aggregate principal amount under senior secured loan																																			400,000,000
Deferred financing fees																																			5,000,000					4,300,000
Debt instrument principal payment																																				400,000,000
Loss on extinguishment of debt			(22,643,000)	(49,792,000)	(1,696,000)																															3,600,000
Securities, annual interest rate																					4.254%		5.101%
Weighted average annual fixed coupon interest rate																									4.70%
Tower Revenue Securities anticipated repayment date																					2015-04-15		2017-04-17
Tower Revenue Securities final maturity date																					2040-04-16		2042-04-15																					2016			2019
Equity component related to repurchases, convertible, effective interest rate			4.00%	4.00%											187.50%	1.875%			4.00%																								8.00%	8.00%		8.25%	8.25%	8.00%	8.25%	5.75%				5.625%				8.00%	2.933%
Outstanding amount of senior notes																																																										243,800,000
Applicable premium associated with early redemption of debt	14,600,000																																																										14,600,000
Debt instrument, issuance date															May 16, 2008
Convertible senior notes issued															550,000,000			500,000,000
Interest payable dates															May 1 and November 1			April 1 and October 1																									February 15 and August 15			February 15 and August 15				July 15 and January 15				October 1 and April 1
Conversion rate, in shares															24.1196			32.9164
Common stock															1,000			1,000
Per share conversion price															$ 41.46			$ 30.38
Conversion premium															20.00%			22.50%
Last reported selling price															$ 34.55			$ 24.80
Repurchased Notes															15,000,000
Initial strike price of warrants															$ 41.46				$ 30.38
Upper strike price of warrants															$ 67.37				$ 44.64
Terminated convertible note hedge transaction														55.00%
Common stock shares issuable			109,675,000	109,675,000		109,675,000								13,265,780
Common stock market price														$ 41.46
Convertible senior notes effective interest rate, maximum																9.40%			13.00%
Carrying amount of the equity component																156,600,000			169,000,000
Convertible notes conversion criteria associated with common stock trading price				Last reported sale price of the Company's Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter,
Applicable conversion price percentage				130.00%
Convertible notes conversion criteria associated with common stock and convertible notes trading price				Trading price per $1,000 principal amount of the Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock
Common stock closing price per share							$ 39.49									$ 53.9
Period of payment of additional interest							20									20																																			90			90
Consecutive trading day							30									30
Convertible value of Notes to Common Stock																																							10,000
Percentage of face value price for issuance of senior notes																																											99.33%			99.152%
Debt instrument, aggregate principal amount redeemed																																										131,300,000			131,300,000
Premium on redemption																																								21,300,000
Debt discount																																								1,500,000
Debt instrument, aggregate principal amount redeemed																																																243,800,000
Write off of Debt discount	1,000,000
Write off of Deferred financing fees	3,400,000
Carrying value of senior note																																																	$ 242,200,000
Payment of additional interest																																																				0.25%	1.00%		0.25%	1.00%

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Acquisitions (Schedule Of Acquisition Capital Expenditures) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Business Acquisition [Line Items]
Towers and related intangible assets	$ 21,736	$ 37,888	$ 951,331	$ 187,173
Ground lease land purchases	9,154	5,266	25,907	19,564
Earnouts	708	157	5,751	2,618
Total acquisition capital expenditures	$ 31,598	$ 43,311	$ 982,989	$ 209,355

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PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2012

Property And Equipment, Net (Including Assets Held Under Capital Leases)

Property and equipment, net (including assets held under capital leases) consists of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Towers and related components	$	3,167,235		$	2,587,897
Construction-in-process		29,600			23,076
Furniture, equipment and vehicles		33,483			29,711
Land, buildings and improvements		195,037			168,988
		3,425,355			2,809,672
Less: accumulated depreciation		(1,373,286	)		(1,226,279	)
Property and equipment, net	$	2,052,069		$	1,583,393

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INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2012

Gross And Net Carrying Amounts For Each Major Class Of Intangible Assets

The following table provides the gross and net carrying amounts for each major class of intangible assets:

	As of September 30, 2012							As of December 31, 2011
	Gross carrying amount		Accumulated amortization			Net book value		Gross carrying amount		Accumulated amortization			Net book value
	(in thousands)
Current contract intangibles	$	1,844,690	$	(416,057	)	$	1,428,633	$	1,391,001	$	(333,522	)	$	1,057,479
Network location intangibles		903,783		(231,802	)		671,981		772,467		(190,162	)		582,305
Intangible assets, net	$	2,748,473	$	(647,859	)	$	2,100,614	$	2,163,468	$	(523,684	)	$	1,639,784

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (128,804)	$ (97,723)
Income from discontinued operations, net of income taxes	(2,349)
Depreciation, accretion and amortization	277,110	229,705
Non-cash interest expense	52,281	47,095
Deferred income tax expense (benefit)	1,456	(1,035)
Asset impairment	2,555	1,402
Non-cash compensation expense	10,586	8,695
Amortization of deferred financing fees	9,293	6,781
Loss from extinguishment of debt, net	49,792	1,696
Other non-cash items reflected in the Statements of Operations	(4,472)	564
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts, net	(14,220)	1,486
Prepaid and other assets	(51,165)	(12,571)
Accounts payable and accrued expenses	7,136	990
Accrued interest	2,656	(3,200)
Other liabilities	25,668	2,542
Net cash provided by operating activities	237,523	186,427
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions and related earn-outs	(982,989)	(209,355)
Capital expenditures	(74,461)	(96,706)
Proceeds from sale of DAS networks	94,300
Other investing activities	(2,043)	(1,189)
Net cash used in investing activities	(965,193)	(307,250)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility	484,000	250,000
Repayments under Revolving Credit Facility	(484,000)	(270,000)
Proceeds from 5.625% and 5.75% Senior Notes, net of fees	1,278,456
Proceeds from SBA Tower Trust Series 2012, net of fees	596,772
Proceeds from Mobilitie Bridge Loan, net of fees	395,000
Proceeds from sale of common stock, net of fees	283,879
Repurchase of 8.0% Notes and 8.25% Notes	(542,203)
Repayment of Mobilitie Bridge Loan	(400,000)
Repurchase and retirement of common stock		(225,071)
Repayments of Term Loans	(6,250)	(1,250)
Proceeds from employee stock purchase/stock option plans	20,945	8,250
Payment on extinguishment of 1.875% Convertible Senior Notes		(17,038)
Other financing activities	(758)	(1,394)
Net cash provided by financing activities	2,119,105	236,073
Effect of exchange rate changes on cash and cash equivalents	(55)	(199)
Net cash provided by discontinued operations (1) :
Operating activities	2,349
NET INCREASE IN CASH AND CASH EQUIVALENTS	1,393,729	115,051
CASH AND CASH EQUIVALENTS:
Beginning of period	47,316	64,254
End of period	1,441,045	179,305
Cash paid during the period for:
Interest	134,170	122,171
Income taxes	3,698	3,252
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH INVESTING & FINANCING ACTIVITIES:
Assets acquired through capital leases	2,235	1,819
Increase in accounts payable and accrued expenses for capital expenditures	4,566
Issuance of common stock for acquisition	263,341
Promissory note received in connection with disposition of DAS assets	25,000
2011 Term Loan [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Term Loans, net of fees	$ 493,264	$ 492,576

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COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS (Tables)

9 Months Ended

Sep. 30, 2012

Summary Of Costs And Estimated Earnings On Uncompleted Contracts

Costs and estimated earnings on uncompleted contracts consist of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Cost incurred on uncompleted contracts	$	48,749		$	37,790
Estimated earnings		17,919			14,268
Billings to date		(47,728	)		(34,706	)
	$	18,940		$	17,352

Cost And Estimated Earnings On Uncompleted Contracts Accompanying Consolidated Balance Sheets

These amounts are included on the accompanying Consolidated Balance Sheets under the following captions:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	19,896		$	17,655
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)		(956	)		(303	)
	$	18,940		$	17,352

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Restricted Cash (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Restricted Cash and Cash Equivalents Items [Line Items]
Surety, payment and performance bonds	$ 26.9	$ 20.6
Collateral payment for performance bonds	10.8	10.1
Collateral related to workers compensation policy	$ 2.3	$ 2.3

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Costs And Estimated Earnings On Uncompleted Contracts (Narrative) (Detail)	6 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, percentage	78.80%	91.40%
Number of significant customers	5	5

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 1,441,045	$ 47,316
Restricted cash	22,696	22,266
Short term investments	5,505	5,773
Accounts receivable, net of allowance of $222 and $135 at September 30, 2012 and December 31, 2011, respectively	35,075	22,100
Costs and estimated earnings in excess of billings on uncompleted contracts	19,896	17,655
Prepaid and other current assets	26,963	14,246
Assets held for sale	5,700
Total current assets	1,556,880	129,356
Property and equipment, net	2,052,069	1,583,393
Intangible assets, net	2,100,614	1,639,784
Deferred financing fees, net	68,432	42,064
Other assets	305,296	211,802
Total assets	6,083,291	3,606,399
Current liabilities:
Current maturities of long-term debt	529,595	5,000
Accounts payable	19,863	12,755
Accrued expenses	39,638	23,746
Deferred revenue	58,581	49,779
Accrued interest	35,007	32,351
Other current liabilities	6,066	3,250
Total current liabilities	688,750	126,881
Long-term liabilities:
Long-term debt	4,776,439	3,349,485
Other long-term liabilities	165,760	129,282
Total long-term liabilities	4,942,199	3,478,767
Commitments and contingencies
Redeemable noncontrolling interests	11,808	12,064
Shareholders' equity (deficit):
Common stock - Class A, par value $0.01, 400,000 shares authorized, 121,809 and 109,675 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively	1,218	1,097
Additional paid-in capital	2,847,069	2,268,244
Accumulated deficit	(2,409,687)	(2,281,139)
Accumulated other comprehensive income, net	1,934	485
Total shareholders' equity (deficit)	440,534	(11,313)
Total liabilities and shareholders' equity (deficit)	$ 6,083,291	$ 3,606,399

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Discontinued Operations (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended
	Sep. 06, 2012	Oct. 23, 2012 Subsequent Event [Member]
Assets sold from site leasing segment	$ 119.3
Cash in asset purchase agreement	94.3	5.7
Promissory note in asset purchase agreement	$ 25

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CONSOLIDATED STATEMENT OF SHAREHOLDERS (DEFICIT) EQUITY (USD $) In Thousands	Total	Class A Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income, net [Member]
BALANCE at Dec. 31, 2011	$ (11,313)	$ 1,097	$ 2,268,244	$ (2,281,139)	$ 485
BALANCE, shares at Dec. 31, 2011		109,675
Net loss attributable to SBA Communications Corporation	(128,548)			(128,548)
Foreign currency translation adjustments	1,449				1,449
Common stock issued in connection with acquisition	263,341	53	263,288
Common stock issued in connection with acquisition, shares		5,250
Non-cash compensation	10,770		10,770
Conversion of 4.0% Convertible Senior Notes	10		10
Common stock issued in connection with option plans/restriction lapse	20,946	8	20,938
Common stock issued in connection with option plans/restriction lapse, shares		879
Proceeds from sale of common stock	283,879	60	283,819
Proceeds from sale of common stock, shares		6,005
BALANCE at Sep. 30, 2012	$ 440,534	$ 1,218	$ 2,847,069	$ (2,409,687)	$ 1,934
BALANCE, shares at Sep. 30, 2012		121,809

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Shareholders' Equity (Narrative) (Detail) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended			1 Months Ended
	Sep. 30, 2012	Apr. 02, 2012	Dec. 31, 2011	Apr. 27, 2012 Class A Common Stock [Member]	Mar. 07, 2012 Class A Common Stock [Member]	Sep. 30, 2012 Common Stock Equivalents 1.875% Notes [Member]	Sep. 30, 2012 Common Stock Equivalents 4.0% Notes [Member]
Class of Stock [Line Items]
Interest rate for senior notes	4.00%					1.875%	4.00%
New stock repurchase authorized program	$ 300.0			$ 300.0
Remaining authorization to repurchase common stock	150.0
Common stock, shares issued	121,809,000		121,809,000		6,005,000
Common stock value per share					$ 47.30
Proceeds from sale of stock, net of related fees					283.9
Business acquisition cash paid		850.0
Value of stock issued in acquisition		$ 5.25

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SEGMENT DATA (Tables)

9 Months Ended

Sep. 30, 2012

Segment Reporting Information Disclosure

Summarized financial information concerning the Company’s reportable segments for the nine months ended September 30, 2012 and 2011 is shown below:

	Site Leasing		Site Development Consulting		Site Development Construction			Not Identified by Segment  (1)			Total
	(in thousands)
Three months ended September 30, 2012
Revenues	$	208,828	$	10,588	$	19,190		$	—		$	238,606
Cost of revenues (2)	$	46,621	$	6,925	$	18,137		$	—		$	71,683
Depreciation, amortization and accretion	$	100,107	$	113	$	448		$	344		$	101,012
Operating income (loss)	$	42,420	$	2,844	$	(1,109	)	$	(3,084	)	$	41,071
Capital expenditures (3)	$	57,729	$	174	$	534		$	(221	)	$	58,216
Three months ended September 30, 2011
Revenues	$	154,514	$	4,399	$	16,636		$	—		$	175,549
Cost of revenues (2)	$	33,932	$	3,171	$	14,744		$	—		$	51,847
Depreciation, amortization and accretion	$	77,459	$	45	$	324		$	308		$	78,136
Operating income (loss)	$	28,757	$	803	$	130		$	(2,119	)	$	27,571
Capital expenditures (3)	$	83,294	$	230	$	1,370		$	619		$	85,513
Nine months ended September 30, 2012
Revenues	$	585,332	$	24,188	$	50,723		$	—		$	660,243
Cost of revenues (2)	$	126,787	$	16,268	$	47,026		$	—		$	190,081
Depreciation, amortization and accretion	$	274,541	$	286	$	1,310		$	973		$	277,110
Operating income (loss)	$	120,224	$	5,603	$	(2,978	)	$	(6,751	)	$	116,098
Capital expenditures (3)	$	1,056,215	$	690	$	2,285		$	495		$	1,059,685
Nine months ended September 30, 2011
Revenues	$	451,171	$	13,262	$	49,918		$	—		$	514,351
Cost of revenues (2)	$	98,031	$	9,938	$	44,689		$	—		$	152,658
Depreciation, amortization and accretion	$	227,772	$	139	$	944		$	850		$	229,705
Operating income (loss)	$	82,269	$	2,053	$	23		$	(5,666	)	$	78,679
Capital expenditures (3)	$	303,340	$	337	$	2,127		$	2,078		$	307,882
Assets
As of September 30, 2012	$	5,883,472	$	9,246	$	41,249		$	149,324		$	6,083,291
As of December 31, 2011	$	3,439,401	$	4,787	$	37,377		$	124,834		$	3,606,399

(1) Assets not identified by segment consist primarily of general corporate assets.

(2) Excludes depreciation, amortization and accretion.

(3) Includes cash paid for capital expenditures and acquisitions and related earn-outs and vehicle capital lease additions.

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Segment Data (Segment Reporting Information Disclosure) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011		Dec. 31, 2011
Segment Reporting Information [Line Items]
Revenues	$ 238,606		$ 175,549		$ 660,243		$ 514,351
Cost of revenues(2)	71,683	[1]	51,847	[1]	190,081	[1]	152,658	[1]
Depreciation, amortization and accretion	101,012		78,136		277,110		229,705
Operating income (loss)	41,071		27,571		116,098		78,679
Capital expenditures(3)	58,216	[2]	85,513	[2]	1,059,685	[2]	307,882	[2]
As of December 31, 2011	6,083,291				6,083,291				3,606,399
Site Leasing [Member]
Segment Reporting Information [Line Items]
Revenues	208,828		154,514		585,332		451,171
Cost of revenues(2)	46,621	[1]	33,932	[1]	126,787	[1]	98,031	[1]
Depreciation, amortization and accretion	100,107		77,459		274,541		227,772
Operating income (loss)	42,420		28,757		120,224		82,269
Capital expenditures(3)	57,729	[2]	83,294	[2]	1,056,215	[2]	303,340	[2]
As of December 31, 2011	5,883,472				5,883,472				3,439,401
Site Development Consulting [Member]
Segment Reporting Information [Line Items]
Revenues	10,588		4,399		24,188		13,262
Cost of revenues(2)	6,925	[1]	3,171	[1]	16,268	[1]	9,938	[1]
Depreciation, amortization and accretion	113		45		286		139
Operating income (loss)	2,844		803		5,603		2,053
Capital expenditures(3)	174	[2]	230	[2]	690	[2]	337	[2]
As of December 31, 2011	9,246				9,246				4,787
Site Development Construction [Member]
Segment Reporting Information [Line Items]
Revenues	19,190		16,636		50,723		49,918
Cost of revenues(2)	18,137	[1]	14,744	[1]	47,026	[1]	44,689	[1]
Depreciation, amortization and accretion	448		324		1,310		944
Operating income (loss)	(1,109)		130		(2,978)		23
Capital expenditures(3)	534	[2]	1,370	[2]	2,285	[2]	2,127	[2]
As of December 31, 2011	41,249				41,249				37,377
Not Identified By Segment [Member]
Segment Reporting Information [Line Items]
Depreciation, amortization and accretion	344	[3]	308	[3]	973	[3]	850	[3]
Operating income (loss)	(3,084)	[3]	(2,119)	[3]	(6,751)	[3]	(5,666)	[3]
Capital expenditures(3)	(221)	[2],[3]	619	[2],[3]	495	[2],[3]	2,078	[2],[3]
As of December 31, 2011	$ 149,324	[3]			$ 149,324	[3]			$ 124,834	[3]

[1] Excludes depreciation, amortization and accretion.

[2] Includes cash paid for capital expenditures and acquisitions and related earn-outs and vehicle capital lease additions.

[3] Assets not identified by segment consist primarily of general corporate assets.

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INCOME TAXES

9 Months Ended

Sep. 30, 2012

INCOME TAXES

13. INCOME TAXES

The Company had federal taxable losses during the nine months ended September 30, 2012 and 2011, and, as a result, federal net operating loss carry-forwards have been generated. The US federal net operating loss carry-forwards of the Company have a full valuation allowance as management believes it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the losses. However, a foreign tax provision is recognized because certain international subsidiaries of the Company have profitable operations or a net deferred tax liability position. Additionally, certain of the US subsidiaries are profitable and taxable in separate return jurisdictions. A deferred state tax provision is also recognized based on the Company’s assessment that future taxable income in certain state jurisdictions will be generated to utilize deferred tax assets.

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CONCENTRATION OF CREDIT RISK (Tables)

9 Months Ended

Sep. 30, 2012

Summary Of Significant Customers And The Percentage Of Total Revenue For The Specified Time Periods Derived From Such Customers

The following is a list of significant customers (representing at least 10% of revenue for the periods reported) and the percentage of total revenue for the specified time periods derived from such customers:

Site Leasing Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
AT&T		23.0	%		27.0	%		23.8	%		27.0	%
Sprint		22.0	%		21.8	%		22.7	%		22.1	%
T-Mobile		15.4	%		11.2	%		13.9	%		11.3	%
Verizon		13.3	%		15.7	%		13.7	%		15.6	%
Site Development Consulting Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Ericsson, Inc		17.6	%		0.3	%		20.6	%		0.9	%
Alcatel-Lucent		10.7	%		0.0	%		10.0	%		0.0	%
Verizon		9.8	%		18.0	%		12.0	%		17.4	%
Nsoro		5.9	%		4.0	%		6.1	%		10.7	%
T-Mobile		2.6	%		10.3	%		5.7	%		9.3	%
Site Development Construction Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Ericsson, Inc		26.9	%		6.4	%		19.2	%		8.5	%
Nsoro Mastec		23.5	%		48.0	%		26.5	%		43.4	%
Overland Contracting		10.9	%		5.6	%		9.5	%		7.0	%

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CONCENTRATION OF CREDIT RISK

9 Months Ended

Sep. 30, 2012

CONCENTRATION OF CREDIT RISK

15. CONCENTRATION OF CREDIT RISK

The Company’s credit risks arise from accounts receivable with international, national, regional and local wireless service providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends and other information. The Company generally does not require collateral.

The following is a list of significant customers (representing at least 10% of revenue for the periods reported) and the percentage of total revenue for the specified time periods derived from such customers:

Site Leasing Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
AT&T		23.0	%		27.0	%		23.8	%		27.0	%
Sprint		22.0	%		21.8	%		22.7	%		22.1	%
T-Mobile		15.4	%		11.2	%		13.9	%		11.3	%
Verizon		13.3	%		15.7	%		13.7	%		15.6	%
Site Development Consulting Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Ericsson, Inc		17.6	%		0.3	%		20.6	%		0.9	%
Alcatel-Lucent		10.7	%		0.0	%		10.0	%		0.0	%
Verizon		9.8	%		18.0	%		12.0	%		17.4	%
Nsoro		5.9	%		4.0	%		6.1	%		10.7	%
T-Mobile		2.6	%		10.3	%		5.7	%		9.3	%
Site Development Construction Revenue	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Ericsson, Inc		26.9	%		6.4	%		19.2	%		8.5	%
Nsoro Mastec		23.5	%		48.0	%		26.5	%		43.4	%
Overland Contracting		10.9	%		5.6	%		9.5	%		7.0	%

At September 30, 2012, five significant customers comprised 51.4% of total gross accounts receivable compared to five significant customers which comprised 50.4% of total gross accounts receivable at December 31, 2011.

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Concentration Of Credit Risk (Summary Of Significant Customers And Percentage Of Total Revenue For Specified Time Periods Derived From Such Customers) (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Ericsson, Inc [Member] | Site Development Consulting [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	17.60%	0.30%	20.60%	0.90%
Ericsson, Inc [Member] | Site Development Construction [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	26.90%	6.40%	19.20%	8.50%
Alcatel-Lucent [Member] | Site Development Consulting [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	10.70%	0.00%	10.00%	0.00%
Verizon [Member] | Site Development Consulting [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	9.80%	18.00%	12.00%	17.40%
Verizon [Member] | Site Leasing [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	13.30%	15.70%	13.70%	15.60%
Nsoro Mastec [Member] | Site Development Consulting [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	5.90%	4.00%	6.10%	10.70%
Nsoro Mastec [Member] | Site Development Construction [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	23.50%	48.00%	26.50%	43.40%
T-Mobile [Member] | Site Development Construction [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	2.60%	10.30%	5.70%	9.30%
T-Mobile [Member] | Site Leasing [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	15.40%	11.20%	13.90%	11.30%
Overland Contracting [Member] | Site Development Construction [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	10.90%	5.60%	9.50%	7.00%
AT&T [Member] | Site Leasing [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	23.00%	27.00%	23.80%	27.00%
Sprint [Member] | Site Leasing [Member]
Concentration Risk [Line Items]
Concentration risk percentage of revenue	22.00%	21.80%	22.70%	22.10%

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CONSOLIDATED STATEMENT OF SHAREHOLDERS (DEFICIT) EQUITY (Parenthetical)	Sep. 30, 2012
Debt instrument stated percentage	4.00%

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Accounts receivable, allowance	$ 222	$ 135
Common stock - Class A, par value	$ 0.01	$ 0.01
Common stock - Class A, shares authorized	400,000	400,000
Common stock - Class A, shares issued	121,809	121,809
Common stock - Class A, shares outstanding	109,675	109,675

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COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

9 Months Ended

Sep. 30, 2012

COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

8. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts consist of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Cost incurred on uncompleted contracts	$	48,749		$	37,790
Estimated earnings		17,919			14,268
Billings to date		(47,728	)		(34,706	)
	$	18,940		$	17,352

These amounts are included on the accompanying Consolidated Balance Sheets under the following captions:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts	$	19,896		$	17,655
Other current liabilities (Billings in excess of costs and estimated earnings on uncompleted contracts)		(956	)		(303	)
	$	18,940		$	17,352

At September 30, 2012, five significant customers comprised 78.8% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings, while at December 31, 2011, five significant customers comprised 91.4% of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Oct. 31, 2012
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Trading Symbol	SBAC
Entity Registrant Name	SBA COMMUNICATIONS CORP
Entity Central Index Key	0001034054
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		126,417,771

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DEBT

9 Months Ended

Sep. 30, 2012

DEBT

9. DEBT

The carrying value of debt consists of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
1.875% Convertible Senior Notes due 2013. Principal balance of $535.0 million as of September 30, 2012 and December 31, 2011.	$	512,345		$	484,970
4.0% Convertible Senior Notes due 2014. Principal balance of $500.0 million as of September 30, 2012 and December 31, 2011.		422,052			397,612
8.0% Senior Notes due 2016. Principal balance of $375.0 million as of December 31, 2011.		—			373,198
8.25% Senior Notes due 2019. Principal balance of $243.8 million and $375.0 million as of September 30, 2012 and December 31, 2011, respectively.		242,162			372,365
5.625% Senior Notes due 2019.		500,000			—
5.75% Senior Notes due 2020.		800,000			—
4.254% Secured Tower Revenue Securities Series 2010-1.		680,000			680,000
5.101% Secured Tower Revenue Securities Series 2010-2.		550,000			550,000
2.933% Secured Tower Revenue Securities Series 2012-1.		610,000			—
Revolving Credit Facility		—			—
2011 Term Loan. Principal balance of $493.8 million and $497.5 million as of September 30, 2012 and December 31, 2011, respectively.		492,724			496,340
2012-1 Term Loan		197,500			—
2012-2 Term Loan. Principal balance of $300.0 million as of September 30, 2012		299,251			—
Total debt		5,306,034			3,354,485
Less: current maturities of long-term debt and short-term debt		(529,595	)		(5,000	)
Total long-term debt, net of current maturities and short-term debt	$	4,776,439		$	3,349,485

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

	Three months ended September 30, 2012					Three months ended September 30, 2011					Nine months ended September 30, 2012					Nine months ended September 30, 2011
	Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest		Cash Interest			Non-cash Interest
	(in thousands)					(in thousands)					(in thousands)					(in thousands)
1.875% Convertible Senior Notes	$	2,508		$	9,339	$	2,508		$	8,507	$	7,523		$	27,375	$	7,582		$	25,137
4.0% Convertible Senior Notes		5,000			8,412		5,000			7,400		15,000			24,448		15,000			21,508
8.0% Senior Notes		3,142			35		7,500			78		15,867			174		22,500			229
8.25% Senior Notes		5,027			42		7,734			60		18,150			149		23,203			176
5.625% Senior Notes		234			—		—			—		234			—		—			—
5.75% Senior Notes		10,094			—		—			—		10,094			—		—			—
2010 Secured Tower Revenue Securities		14,344			—		14,344			—		43,032			—		43,028			—
2012 Secured Tower Revenue Securities		2,612			—		—			—		2,612			—		—			—
Revolving Credit Facility		849			—		479			—		3,558			—		2,730			—
2011 Term Loan		4,743			45		4,857			44		14,163			134		4,926			45
2012-1 Term Loan		1,403			—		—			—		2,262			—		—			—
2012-2 Term Loan		94			1		—			—		94			1		—			—
Mobilitie Bridge Loan		499			—		—			—		4,239			—		—			—
Capitalized interest		(24	)		—		(142	)		—		(238	)		—		(418	)		—
Other		53			—		27			—		138			—		65			—
Total	$	50,578		$	17,874	$	42,307		$	16,089	$	136,728		$	52,281	$	118,616		$	47,095

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility is governed by the Senior Credit Agreement and consists of a revolving loan under which up to $700.0 million aggregate principal amount may be borrowed, repaid and redrawn, subject to compliance with specific financial ratios and the satisfaction of other customary conditions to borrowing. The aggregate commitment amount under the Revolving Credit Facility was increased from $500 million to $600 million on April 2, 2012 and increased from $600 million to $700 million on May 9, 2012. The Company incurred deferred financing fees of $1.1 million in relation to these increases. Amounts borrowed under the Revolving Credit Facility accrue interest at the Eurodollar Rate plus a margin that ranges from 187.5 basis points to 237.5 basis points or at a Base Rate plus a margin that ranges from 87.5 basis points to 137.5 basis points, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA, calculated in accordance with the Amended and Restated Credit Agreement (the “Senior Credit Agreement”) entered into by SBA Senior Finance II, LLC (“SBA Senior Finance II”) on June 30, 2011. If not earlier terminated by SBA Senior Finance II, the Revolving Credit Facility will terminate on, and SBA Senior Finance II will repay all amounts outstanding on or before, May 9, 2017. The proceeds available under the Revolving Credit Facility may be used for general corporate purposes. A per annum commitment fee of 0.375% to 0.5% of the unused commitments under the Revolving Credit Facility is charged based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of a period may not be reflective of the total amounts outstanding during such period.

During the three months ended September 30, 2012, the Company repaid the $284.0 million outstanding balance under the Revolving Credit Facility with the proceeds from the 5.75% Notes (as defined below) and did not borrow any additional amounts under the Revolving Credit Facility. As of September 30, 2012, the availability under the Revolving Credit Facility was $700.0 million, subject to compliance with specified financial ratios and the satisfaction of other customary conditions to borrowing.

As of September 30, 2012, SBA Senior Finance II and SBA Communications were in compliance with the financial covenants contained in the Senior Credit Agreement.

Term Loans issued pursuant to the Senior Credit Agreement

2011 Term Loan

The 2011 Term Loan consists of a senior secured term loan in an initial aggregate principal amount of $500.0 million and matures on June 30, 2018. The 2011 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin of 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus a margin of 275 basis points (with a Eurodollar Rate floor of 1%). As of September 30, 2012, the 2011 Term Loan was accruing interest at 3.75% per annum. Quarterly principal payments commenced as of September 30, 2011, with $1.25 million of principal repaid on the last day of each March, June, September and December. The remaining principal balance of the 2011 Term Loan will be due and payable on the maturity date. SBA Senior Finance II has the ability to prepay any or all amounts outstanding under the 2011 Term Loan. The 2011 Term Loan was issued at 99.75% of par value.

During the nine months ended September 30, 2012, the Company made scheduled principal repayments of $3.8 million. As of September 30, 2012, the 2011 Term Loan had a principal balance of $493.8 million.

For a detailed discussion of the terms of the Senior Credit Agreement, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission, or the Commission, on February 27, 2012 (the “Form 10-K”).

2012-1 Term Loan

On May 9, 2012, SBA Senior Finance II obtained a new $200.0 million senior secured term loan (the “2012-1 Term Loan”). The 2012-1 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus a margin that ranges from 1.00% to 1.50% or the Eurodollar Rate plus a margin that ranges from 2.00% to 2.50%, in each case based on the ratio of Consolidated Total Debt to Annualized Borrower EBITDA (calculated in accordance with the Senior Credit Agreement). As of September 30, 2012, the 2012-1 Term Loan was accruing interest at 2.72% per annum Commencing on September 30, 2012, principal of the 2012-1 Term Loan is being repaid in quarterly installments on the last day of each March, June, September and December, in an amount equal to $2.5 million for each of the first eight quarters, $3.75 million for the next four quarters and $5.0 million for each quarter thereafter. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-1 Term Loan without premium or penalty. To the extent not previously paid, the 2012-1 Term Loan will be due and payable on May 9, 2017. The 2012-1 Term Loan was issued at par. The Company incurred deferred financing fees of approximately $2.7 million in relation to this transaction which are being amortized through the maturity date. Proceeds from the 2012-1 Term Loan were used to pay amounts outstanding under the Revolving Credit Facility during the second quarter of 2012.

During the nine months ended September 30, 2012, the Company made a scheduled principal repayment of $2.5 million. As of September 30, 2012, the 2012 Term Loan had a principal balance of $197.5 million.

2012-2 Term Loan

On September 28, 2012, SBA Senior Finance II obtained a new $300 million senior secured term loan (the “2012-2 Term Loan”). The 2012-2 Term Loan accrues interest, at SBA Senior Finance II’s election, at either the Base Rate plus 175 basis points (with a Base Rate floor of 2%) or Eurodollar Rate plus 275 basis points (with a Eurodollar Rate floor of 1%). As of September 30, 2012, the 2012-2 Term Loan was accruing interest at 3.75% per annum. Principal of the 2012-2 Term Loan is to be repaid in equal quarterly installments on the last day of each March, June, September and December, commencing in March 2013, in an aggregate amount equal to $3.0 million per year. SBA Senior Finance II has the ability to prepay any or all amounts under the 2012-2 Term Loan without premium or penalty, with the exception of a 1% premium if prepayment occurs during the first year of the loan with proceeds from certain refinancing or repricing transactions. To the extent not previously paid, the 2012-2 Term Loan is due and payable in September 2019. The 2012-2 Term Loan was issued at 99.75% of par value. The Company incurred deferred financing fees of approximately $3.3 million in relation to this transaction which are being amortized through the maturity date.

SBA used borrowings under the 2012-2 Term Loan to pay a part of the cash consideration in the TowerCo II Holdings LLC acquisition. The remaining proceeds under the 2012-2 Term Loan are expected to be used for general corporate purposes. As of September 30, 2012, the 2012-2 Term Loan had a principal balance of $300.0 million.

Mobilitie Bridge Loan

On April 2, 2012, the Company, through its wholly-owned subsidiary SBA Monarch, entered into a credit agreement (the “Bridge Loan Credit Agreement”). Pursuant to the Bridge Loan Credit Agreement, SBA Monarch borrowed an aggregate principal amount of $400 million under a senior secured bridge loan (the “Mobilitie Bridge Loan”). The Mobilitie Bridge Loan was scheduled to mature on April 1, 2013. The Company incurred deferred financing fees of approximately $5.0 million in relation to this transaction which were being amortized through the maturity date. The Mobilitie Bridge Loan bore interest, at SBA Monarch’s election, at either the Base Rate plus a margin that ranged from 2.00% to 2.50% or the Eurodollar Rate plus a margin that ranged from 3.00% to 3.50%, in each case based on SBA Monarch’s ratio of Consolidated Total Debt to Consolidated Adjusted EBITDA (calculated in accordance with the Bridge Loan Credit Agreement).

On July 13, 2012, the Company repaid the $400.0 million outstanding principal balance under the Mobilitie Bridge Loan. During the quarter, the Company recorded $3.6 million as a loss on extinguishment of debt related to the write off of deferred financing fees on the Mobilitie Bridge Loan.

Secured Tower Revenue Securities

2010 Tower Securities

On April 16, 2010, a New York common law trust (the “Trust”) issued $680.0 million of 2010-1 Tower Securities and $550.0 million of 2010-2 Tower Securities. The 2010-1 Tower Securities have an annual interest rate of 4.254% and the 2010-2 Tower Securities have an annual interest rate of 5.101%. The weighted average annual fixed coupon interest rate of the 2010 Tower Securities is 4.7%, including borrowers’ fees, payable monthly. The anticipated repayment date and the final maturity date for the 2010-1 Tower Securities is April 15, 2015 and April 16, 2040, respectively. The anticipated repayment date and the final maturity date for the 2010-2 Tower Securities is April 17, 2017 and April 15, 2042, respectively. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers (as defined below). For a detailed discussion of the 2010 Tower Securities, see Note 13 in the Notes to Consolidated Financial Statements included in the Form 10-K.

2012-1 Tower Securities

On August 9, 2012, the Company, through the Trust, sold $610 million of Secured Tower Revenue Securities Series 2012-1 (the “2012-1 Tower Securities”) which have an anticipated repayment date of December 15, 2017 and a final maturity date of December 15, 2042. The fixed coupon interest rate of the 2012-1 Tower Securities is 2.933% per annum, payable monthly. A portion of the net proceeds from the 2012-1 Tower Securities were used to repay in full the remaining $243.8 million balance of the 8.0% Senior Notes due 2016 plus $14.6 million in applicable premium associated with early redemption. The remaining net proceeds were used (1) to pay a portion of the cash consideration in connection with SBA’s acquisition of TowerCo II Holdings LLC and (2) for general corporate purposes.

In connection with the issuance of the 2012-1 Tower Securities, the parties entered into the Fifth Loan and Security Agreement Supplement and Amendment, dated as of August 9, 2012 (the “Fifth Loan Supplement”), which amended and supplemented the Amended and Restrected Loan and Security Agreement dated as of November 18, 2005. The Fifth Loan Supplement was executed by and among SBA Properties, Inc., SBA Sites, Inc., and SBA Structures, Inc. (the “Initial Borrowers”) and SBA Infrastructure, LLC, SBA Monarch Towers III, LLC and SBA Towers USVI II, Inc. (the “Additional Borrowers” and together with the Initial Borrowers, the “Borrowers”) and other parties. Pursuant to the Fifth Loan Supplement, the Additional Borrowers were added as obligors under the mortgage loan and, with the Initial Borrowers, became jointly and severally liable for the $610 million borrowed under the mortgage loan.

As of September 30, 2012, the Borrowers met the required Debt Service Coverage Ratio and were in compliance with all other covenants as set forth in the mortgage loan agreement.

1.875% Convertible Senior Notes due 2013

On May 16, 2008, the Company issued $550.0 million of its 1.875% Convertible Senior Notes (the “1.875% Notes”). During the first quarter of 2011, the Company repurchased $15.0 million of the aggregate principal balance of the 1.875% Notes. Interest is payable semi-annually on May 1 and November 1. The 1.875% Notes have a maturity date of May 1, 2013. The 1.875% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 24.1196 shares of Class A common stock per $1,000 principal amount of 1.875% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of $41.46 per share or a 20% conversion premium based on the last reported sale price of $34.55 per share of Class A common stock on the Nasdaq Global Select Market on May 12, 2008, the purchase agreement date.

Concurrently with the pricing of the 1.875% Notes, the Company entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 1.875% Notes is $41.46 per share of the Company’s Class A common stock (the same as the initial conversion price of the 1.875% convertible notes) and the upper strike price of the warrants is $67.37 per share. Although the Company initially entered into convertible note hedge and warrant transactions to cover the full amount of the shares that were issuable upon conversion of the 1.875% Notes, as a result of the bankruptcy of Lehman Brothers OTC Derivatives Inc. (“Lehman Derivatives”), on November 7, 2008, the Company terminated the convertible note hedge transaction with Lehman Derivatives which covered 55% of the 13,265,780 shares of the Company’s Class A common stock potentially issuable upon conversion of the 1.875% Notes. Consequently, the Company does not currently have a hedge with respect to those shares and, to the extent that the market price of the Company’s Class A common stock exceeds $41.46 per share upon conversion of the notes, the Company will be subject to dilution or if the Company settles in cash, additional costs, upon conversion of that portion of the 1.875% Notes.

On April 17, 2012 the Company received a partial settlement of $4.6 million relating to the Chapter 11 bankruptcy case of Lehman Brothers Holdings Inc. and its affiliated debtors related to the Lehman Derivatives. The amount received was recorded as a gain in other income in the statement of operations during the nine months ended September 30, 2012 and reflected as an inflow of cash from financing activities in the statement of cash flow for the nine months ended September 30, 2012.

The 1.875% Notes are reflected at carrying value in current maturities of long-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 1.875% Notes:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	535,000		$	535,000
Debt discount		(22,655	)		(50,030	)
Carrying value	$	512,345		$	484,970

The Company is amortizing the debt discount on the 1.875% Notes utilizing the effective interest method over the life of the 1.875% Notes which increases the effective interest rate from its coupon rate of 1.875% to 9.4%. As of September 30, 2012, the carrying amount of the equity component related to the 1.875% Notes was $156.6 million.

4.0% Convertible Senior Notes due 2014

On April 24, 2009, the Company issued $500.0 million of its 4.0% Convertible Senior Notes (the “4.0% Notes”). Interest on the 4.0% Notes is payable semi-annually on April 1 and October 1. The maturity date of the 4.0% Notes is October 1, 2014. The 4.0% Notes are convertible, at the holder’s option, into shares of the Company’s Class A common stock, at an initial conversion rate of 32.9164 shares of the Company’s Class A common stock per $1,000 principal amount of 4.0% Notes (subject to certain customary adjustments), which is equivalent to an initial conversion price of approximately $30.38 per share or a 22.5% conversion premium based on the last reported sale price of $24.80 per share of our Class A common stock on the Nasdaq Global Select Market on April 20, 2009, the purchase agreement date.

Concurrently with the pricing of the 4.0% Notes, the Company entered into convertible note hedge transactions and warrant transactions with affiliates of certain of the initial purchasers of the convertible notes. The initial strike price of the convertible note hedge transactions relating to the 4.0% Notes is $30.38 per share of the Company’s Class A common stock (the same as the initial conversion price of the 4.0% Notes) and the upper strike price of the warrant transactions is $44.64 per share.

The 4.0% Notes are reflected at carrying value in long-term debt in the Company’s Condensed Consolidated Balance Sheets. The following table summarizes the balances for the 4.0% Notes:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Principal balance	$	499,990		$	500,000
Debt discount		(77,938	)		(102,388	)
Carrying value	$	422,052		$	397,612

The Company is amortizing the debt discount on the 4.0% Notes utilizing the effective interest method over the life of the 4.0% Notes which increases the effective interest rate from its coupon rate of 4.0% to 13.0%. As of September 30, 2012, the carrying amount of the equity component related to the 4.0% Notes was $169.0 million.

Convertible Senior Notes Conversion Options

The 1.875% Notes and 4.0% Notes (collectively “the Notes”) are convertible only under the following circumstances:

• during any calendar quarter, if the last reported sale price of the Company’s Class A common stock for at least 20 trading days in the 30 consecutive trading day period ending on the last trading day of the preceding calendar quarter is more than 130% of the applicable conversion price per share of Class A common stock on the last day of such preceding calendar quarter,

• during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day in the measurement period was less than 95% of the product of the last reported sale price of Class A common stock and the applicable conversion rate,

• if specified distributions to holders of Class A common stock are made or specified corporate transactions occur, and

• at any time on or after February 19, 2013 for the 1.875% Notes and July 22, 2014 for the 4.0% Notes.

Upon conversion, the Company has the right to settle its conversion obligation in cash, shares of Class A common stock or a combination of cash and shares of its Class A common stock. From time to time, upon notice to the holders of the Notes, the Company may change its election regarding the form of consideration that it will use to settle its conversion obligation; provided, however, that the Company is not permitted to change its settlement election after February 18, 2013 for the 1.875% Notes and July 21, 2014 for the 4.0% Notes.

At the end of the first quarter of 2012 the 4.0% Notes became convertible by the note holders because the Company’s Class A common stock closing price per share exceeded $39.49 for at least 20 trading days during the 30 consecutive trading day period ending on March 30, 2012. On July 3, 2012 and October 4, 2012, the Company again announced that the requisite conditions had been met as of the end of the second and third quarters, respectively, and that the 4.0% Notes remained convertible by the note holders. The 4.0% Notes will continue to be convertible through December 31, 2012, and will still be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of April 24, 2009, are satisfied during future measurement periods. During the third quarter, $10,000 of the 4.0% Notes were converted to our Class A common stock.

At the end of the third quarter of 2012, the conversion right for the 1.875% Notes was triggered because SBA’s Class A common stock closing price per share exceeded $53.90 for at least 20 trading days during the 30 consecutive trading day period ending on September 30, 2012. The 1.875% Notes will continue to be convertible until December 31, 2012, and may be convertible thereafter, if one or more of the conversion conditions specified in the Indenture, dated as of May 16, 2008, are satisfied during future measurement periods.

Senior Notes

8.0% Senior Notes and 8.25% Senior Notes

On July 24, 2009, Telecommunications issued $750.0 million of unsecured senior notes (the “Senior Notes”), $375.0 million of which were due August 15, 2016 (the “8.0% Notes”) and $375.0 million of which are due August 15, 2019 (the “8.25% Notes”). The 8.0% Notes accrue interest at a rate of 8.0% and are issued at a price of 99.330% of their face value. The 8.25% Notes accrue interest at a rate of 8.25% and were issued at a price of 99.152% of their face value. Interest on the 8.0% Notes and 8.25% Notes is due semi-annually on February 15 and August 15 of each year beginning on February 15, 2010. The Company is amortizing the debt discount on the 8.0% Notes and the 8.25% Notes utilizing the effective interest method over the life of the 8.0% Notes and 8.25% Notes, respectively.

On April 13, 2012, the Company redeemed $131.3 million in aggregate principal amount of its 8.0% Notes and $131.3 million in aggregate principal amount of its 8.25% Notes and paid $21.3 million as a premium on the redemption of the notes. Additionally, the Company wrote off $1.5 million and $4.3 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

On August 29, 2012, the Company redeemed the remaining $243.8 million principal balance of the 8.0% Notes plus $14.6 million in applicable premium on the redemption of the notes. Additionally, the Company wrote off $1.0 million and $3.4 million of debt discount and deferred financing fees, respectively, related to the redemption of the notes.

As of September 30, 2012, the principal balance of the 8.25% Notes was $243.8 million and the carrying value was $242.2 million.

5.75% Senior Notes

On July 13, 2012, Telecommunications issued $800.0 million of unsecured senior notes (the “5.75% Notes”) due July 15, 2020. The Notes accrue interest at a rate of 5.75% and were issued at par. Interest on the 5.75% Notes is due semi-annually on July 15 and January 15 of each year beginning on January 15, 2013. The Company incurred deferred financing fees of approximately $13.3 million in relation to this transaction which are being amortized through the maturity date. The Company used the net proceeds from this offering to (1) repay all amounts outstanding under the Mobilitie Bridge Loan and (2) repay all amounts outstanding under its Revolving Credit Facility. The remaining proceeds were used for general corporate purposes.

In connection with the issuance of the 5.75% Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company and Telecommunications agreed to use their respective reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.75% Notes for new notes guaranteed by the Company registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to July 8, 2013. If the Company fails to satisfy certain filing and other obligations with respect to the exchange, the Company will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until the Company’s registration obligations are fulfilled, up to a maximum of 1.00% per annum.

5.625% Senior Notes

On September 28, 2012, the Company issued $500.0 million of unsecured senior notes (the “5.625% Notes”) due October 1, 2019. The Notes accrue interest at a rate of 5.625% and were issued at par. Interest on the 5.625% Notes is due semi-annually on October 1 and April 1 of each year beginning on April 1, 2013. The Company incurred deferred financing fees of approximately $7.7 million in relation to this transaction which are being amortized through the maturity date. The Company used the proceeds from the issuance of the 5.625% Notes to pay a portion of the cash consideration in the TowerCo II Holdings LLC acquisition (see Note 16).

In connection with the issuance of the 5.625% Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with J.P. Morgan Securities LLC, as representative of the Initial Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company agreed to use its reasonable best efforts to file and have declared effective a registration statement with respect to an offer to exchange the 5.625% Notes for new notes registered under the Securities Act of 1933, as amended (the “Securities Act”), on or prior to September 23, 2013. If the Company fails to satisfy certain filing and other obligations with respect to the exchange, the Company will be obligated to pay additional interest of 0.25% per annum for the first 90-day period and an additional 0.25% per annum with respect to each subsequent 90-day period thereafter, until the Company’s registration obligations are fulfilled, up to a maximum of 1.00% per annum.

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenues:
Site leasing	$ 208,828	$ 154,514	$ 585,332	$ 451,171
Site development	29,778	21,035	74,911	63,180
Total revenues	238,606	175,549	660,243	514,351
Cost of revenues (exclusive of depreciation, accretion and amortization shown below):
Cost of site leasing	46,621	33,932	126,787	98,031
Cost of site development	25,062	17,915	63,294	54,627
Selling, general and administrative	17,565	15,415	52,524	47,031
Asset impairment	1,560	1,106	2,555	1,402
Acquisition related expenses	5,715	1,474	21,875	4,876
Depreciation, accretion and amortization	101,012	78,136	277,110	229,705
Total operating expenses	197,535	147,978	544,145	435,672
Operating income	41,071	27,571	116,098	78,679
Other income (expense):
Interest income	335	38	419	97
Interest expense	(50,578)	(42,307)	(136,728)	(118,616)
Non-cash interest expense	(17,874)	(16,089)	(52,281)	(47,095)
Amortization of deferred financing fees	(3,199)	(2,381)	(9,293)	(6,781)
Loss from extinguishment of debt, net	(22,643)		(49,792)	(1,696)
Other income (expense), net	249	122	5,233	(527)
Total other expense, net	(93,710)	(60,617)	(242,442)	(174,618)
Loss from continuing operations before provision for income taxes	(52,639)	(33,046)	(126,344)	(95,939)
Provision for income taxes	(1,029)	(391)	(4,809)	(1,784)
Loss from continuing operations	(53,668)	(33,437)	(128,804)	(97,723)
Income from discontinued operations, net of income taxes	969		2,349
Net loss	(52,699)	(33,437)	(128,804)	(97,723)
Less: Net loss attributable to the noncontrolling interest	254	132	256	348
Net loss attributable to SBA Communications Corporation	$ (52,445)	$ (33,305)	$ (128,548)	$ (97,375)
Loss from continuing operations	$ (0.44)	$ (0.30)	$ (1.11)	$ (0.87)
Income from discontinued operations	$ 0.01		$ 0.02
Net loss per common share	$ (0.43)	$ (0.30)	$ (1.09)	$ (0.87)
Basic and diluted weighted average number of common shares	121,689	110,232	118,159	112,309

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RESTRICTED CASH

9 Months Ended

Sep. 30, 2012

RESTRICTED CASH

3. RESTRICTED CASH

Restricted cash consists of the following:

	As of September 30, 2012		As of December 31, 2011		Included on Balance Sheet
	(in thousands)
Securitization escrow accounts	$	21,764	$	21,378	Restricted cash - current asset
Payment and performance bonds		932		888	Restricted cash - current asset
Surety bonds and workers compensation		11,989		11,495	Other assets - noncurrent
Total restricted cash	$	34,685	$	33,761

Securitization escrow accounts relate to funds that are required to be held in escrow pursuant to the terms of the Secured Tower Revenue Securities Series 2010-1 (the “2010-1 Tower Securities”), the Secured Tower Revenue Securities Series 2010-2 (the “2010-2 Tower Securities” and together with the 2010-1 Tower Securities, the “2010 Tower Securities”) and the Secured Tower Revenue Securities Series 2012-1 (the “2012-1 Tower Securities” and together with the 2010 Tower Securities, the “Tower Securities”) (see Note 9). Pursuant to the terms of the Tower Securities, the Company is required to establish a controlled deposit account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes and insurance premiums related to tower sites, (3) trustee and servicing expenses, (4) management fees, and (5) to reserve a portion of advance rents received from tenants. The restricted cash in the controlled deposit account in excess of required reserve balances is subsequently released to the Borrowers (as defined below) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of September 30, 2012, the Company had $26.9 million in surety, payment and performance bonds for which it was required to post $10.8 million in collateral. As of December 31, 2011, the Company had $20.6 million in surety, payment and performance bonds for which it was required to post $10.1 million in collateral. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. The Company had pledged $2.3 million as of each of September 30, 2012 and December 31, 2011, as collateral related to its workers compensation policy.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2012

FAIR VALUE MEASUREMENTS

2. FAIR VALUE MEASUREMENTS

Items Measured at Fair Value on a Recurring Basis – The Company’s earnouts related to acquisitions are measured at fair value on a recurring basis using Level 3 inputs. The Company determines the fair value of acquisition-related contingent consideration, and any subsequent changes in fair value, using a discounted probability-weighted approach, as determined using Level 3 inputs. The fair value of the earnouts is reviewed quarterly and is based on the payments the Company expects to make based on historical internal observations related to the anticipated performance of the underlying assets. The Company’s estimate of the fair value of its obligation if the performance targets contained in various acquisition agreements were met was $9.2 million and $5.5 million as of September 30, 2012 and December 31, 2011, respectively, which the Company recorded in accrued expenses on its Consolidated Balance Sheet. The maximum potential obligation related to the performance targets was $18.2 million as of September 30, 2012.

Items Measured at Fair Value on a Nonrecurring Basis – The Company’s intangibles, certain long-lived assets, and asset retirement obligations are measured at fair value on a nonrecurring basis using Level 3 inputs. Level 3 valuations rely on unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company considers many factors and makes certain assumptions when making this assessment, including but not limited to: general market and economic conditions, historical operating results, geographic location, lease-up potential and expected timing of lease-up. The fair value of the long-lived assets, intangibles and asset retirement obligations is calculated using a discounted cash flow model. During the three and nine months ended September 30, 2012, the Company recognized an impairment charge of $1.6 million and $2.6 million, respectively, related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites. During the three and nine months ended September 30, 2011, the Company recognized an impairment charge of $1.1 million and $1.4 million, respectively, related to its long-lived assets resulting from the Company’s analysis that the future cash flows from certain tower sites would not recover the carrying value of the investment in those tower sites.

Fair Value of Financial Instruments – The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments, which consist of $5.3 million and $5.6 million in certificate of deposits, as of September 30, 2012 and December 31, 2011, respectively, approximate their related estimated fair values due to the short maturity of those instruments. The Company’s estimate of the fair value of its held-to-maturity investments in treasury and corporate bonds, including current portion, are based primarily upon Level 1 reported market values. As of the date ending September 30, 2012, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.3 million and $1.5 million, respectively. As of the date ending December 31, 2011, the carrying value and fair value of the held-to-maturity investments, including current portion, was $1.4 million and $1.6 million, respectively.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The following table reflects fair values, principal balances and carrying values of the Company’s debt instruments (see Note 9).

	As of September 30, 2012						As of December 31, 2011
	Fair Value		Principal Balance		Carrying Value		Fair Value		Principal Balance		Carrying Value
	(in millions)
1.875% Convertible Senior Notes due 2013	$	814.9	$	535.0	$	512.3	$	605.2	$	535.0	$	485.0
4.0% Convertible Senior Notes due 2014		1,060.7		500.0		422.1		761.6		500.0		397.6
8.0% Senior Notes due 2016		—		—		—		405.0		375.0		373.2
8.25% Senior Notes due 2019		271.5		243.8		242.2		407.8		375.0		372.4
5.625% Senior Notes due 2019		505.0		500.0		500.0		—		—		—
5.75% Senior Notes due 2020		838.0		800.0		800.0		—		—		—
4.254% 2010-1C Tower Securities		715.4		680.0		680.0		699.0		680.0		680.0
5.101% 2010-2C Tower Securities		611.8		550.0		550.0		579.0		550.0		550.0
2.933% 2012-1C Tower Securities		620.6		610.0		610.0		—		—		—
2011 Term Loan		492.5		493.8		492.7		494.4		497.5		496.3
2012-1 Term Loan		197.0		197.5		197.5		—		—		—
2012-2 Term Loan		302.3		300.0		299.3		—		—		—
Totals:	$	6,429.7	$	5,410.1	$	5,306.1	$	3,952.0	$	3,512.5	$	3,354.5

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SEGMENT DATA

9 Months Ended

Sep. 30, 2012

SEGMENT DATA

14. SEGMENT DATA

The Company operates principally in three business segments: site leasing, site development consulting and site development construction. The Company’s reportable segments are strategic business units that offer different services. The site leasing segment includes results of the managed and sublease businesses. Summarized financial information concerning the Company’s reportable segments for the nine months ended September 30, 2012 and 2011 is shown below:

	Site Leasing		Site Development Consulting		Site Development Construction			Not Identified by Segment  (1)			Total
	(in thousands)
Three months ended September 30, 2012
Revenues	$	208,828	$	10,588	$	19,190		$	—		$	238,606
Cost of revenues (2)	$	46,621	$	6,925	$	18,137		$	—		$	71,683
Depreciation, amortization and accretion	$	100,107	$	113	$	448		$	344		$	101,012
Operating income (loss)	$	42,420	$	2,844	$	(1,109	)	$	(3,084	)	$	41,071
Capital expenditures (3)	$	57,729	$	174	$	534		$	(221	)	$	58,216
Three months ended September 30, 2011
Revenues	$	154,514	$	4,399	$	16,636		$	—		$	175,549
Cost of revenues (2)	$	33,932	$	3,171	$	14,744		$	—		$	51,847
Depreciation, amortization and accretion	$	77,459	$	45	$	324		$	308		$	78,136
Operating income (loss)	$	28,757	$	803	$	130		$	(2,119	)	$	27,571
Capital expenditures (3)	$	83,294	$	230	$	1,370		$	619		$	85,513
Nine months ended September 30, 2012
Revenues	$	585,332	$	24,188	$	50,723		$	—		$	660,243
Cost of revenues (2)	$	126,787	$	16,268	$	47,026		$	—		$	190,081
Depreciation, amortization and accretion	$	274,541	$	286	$	1,310		$	973		$	277,110
Operating income (loss)	$	120,224	$	5,603	$	(2,978	)	$	(6,751	)	$	116,098
Capital expenditures (3)	$	1,056,215	$	690	$	2,285		$	495		$	1,059,685
Nine months ended September 30, 2011
Revenues	$	451,171	$	13,262	$	49,918		$	—		$	514,351
Cost of revenues (2)	$	98,031	$	9,938	$	44,689		$	—		$	152,658
Depreciation, amortization and accretion	$	227,772	$	139	$	944		$	850		$	229,705
Operating income (loss)	$	82,269	$	2,053	$	23		$	(5,666	)	$	78,679
Capital expenditures (3)	$	303,340	$	337	$	2,127		$	2,078		$	307,882
Assets
As of September 30, 2012	$	5,883,472	$	9,246	$	41,249		$	149,324		$	6,083,291
As of December 31, 2011	$	3,439,401	$	4,787	$	37,377		$	124,834		$	3,606,399

(1) Assets not identified by segment consist primarily of general corporate assets.

(2) Excludes depreciation, amortization and accretion.

(3) Includes cash paid for capital expenditures and acquisitions and related earn-outs and vehicle capital lease additions.

For the nine months ended September 30, 2012 and 2011, the Company’s leasing revenues generated outside of the United States were 5.9% and 2.9%, respectively, of total consolidated leasing revenues. As of September 30, 2012 and December 31, 2011, the Company’s total assets outside of the United States were 6.9% and 8.7%, respectively, of total consolidated assets.

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SHAREHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2012

SHAREHOLDERS' EQUITY

10. SHAREHOLDERS’ EQUITY

Common Stock Equivalents

The Company has potential common stock equivalents related to its outstanding stock options, restricted stock units, 1.875% Notes and 4.0% Notes (see Note 9). These potential common stock equivalents were not included in diluted loss per share because the effect would have been anti-dilutive for each of the three and nine months ended September 30, 2012 and 2011, respectively. Accordingly, basic and diluted loss per common share and the weighted average number of shares used in the computation are the same for each period presented.

Stock Repurchases

On April 27, 2011, the Company’s Board of Directors approved a new $300.0 million stock repurchase program. This program authorizes the Company to purchase, from time to time, up to $300.0 million of the Company’s outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors. This program became effective on April 28, 2011 and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in the Company’s sole discretion.

During the three and nine months ended September 30, 2012, the Company did not repurchase any shares in conjunction with the stock repurchase program.

As of September 30, 2012, the Company had a remaining authorization to repurchase an additional $150.0 million of its common stock under its $300.0 million stock repurchase program.

Equity Issuances

On March 7, 2012, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”) pursuant to which the Company sold to the Underwriters 6,005,000 shares of the Company’s Class A common stock at $47.30 per share (proceeds of $283.9 million, net of related fees). The shares were issued and sold pursuant to the Company’s shelf registration statement on Form S-3 and prospectus supplement related thereto. On April 13, 2012, the proceeds of this offering were used to partially redeem principal balances of the Senior Notes.

On April 2, 2012, the Company completed the Mobilitie Acquisition. As consideration for the acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock.

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PROPERTY AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2012

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net (including assets held under capital leases) consists of the following:

	As of September 30, 2012			As of December 31, 2011
	(in thousands)
Towers and related components	$	3,167,235		$	2,587,897
Construction-in-process		29,600			23,076
Furniture, equipment and vehicles		33,483			29,711
Land, buildings and improvements		195,037			168,988
		3,425,355			2,809,672
Less: accumulated depreciation		(1,373,286	)		(1,226,279	)
Property and equipment, net	$	2,052,069		$	1,583,393

Construction-in-process represents costs incurred related to towers that are under development and will be used in the Company’s site leasing segment. Depreciation expense was $54.5 million and $44.3 million for the three months ended September 30, 2012 and 2011, respectively, and $152.8 million and $130.8 million for the nine months ended September 30, 2012 and 2011, respectively. At September 30, 2012 and December 31, 2011, non-cash capital expenditures that are included in accounts payable and accrued expenses were $11.9 million and $7.2 million, respectively.

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Redeemable Noncontrolling Interests (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011
Redeemable Noncontrolling Interest [Line Items]
Acquired noncontrolling interest	$ 0.7
Noncontrolling interest	4.60%
Interest in joint venture	100.00%

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ACQUISITIONS

9 Months Ended

Sep. 30, 2012

ACQUISITIONS

4. ACQUISITIONS

Mobilitie Acquisition

On April 2, 2012, the Company, through its wholly-owned subsidiary SBA Monarch Acquisition, LLC (“SBA Monarch”), completed the acquisition of the equity interests of specified entities that were affiliates of Mobilitie LLC (the “Mobilitie Acquisition”). As of April 2, 2012, these entities owned 2,281 towers with an additional 36 towers in development in the US and Central America and also owned indoor and outdoor distributed antenna system (“DAS”) assets in Chicago, Las Vegas, New York City and Auburn, Alabama. As consideration for the Mobilitie Acquisition, the Company paid $850.0 million in cash and issued 5.25 million shares of its Class A common stock, implying a total transaction value of $1.1 billion based on the Company's closing price on the date prior to which the purchase agreement was executed. Transaction costs associated with the acquisition were approximately $13.2 million and are included in acquisition related expenses in the accompanying condensed consolidated statement of operations.

The Company has included the effect of the Mobilitie Acquisition in its results of operations prospectively from the date of the acquisition. Since the acquisition date through September 30, 2012, the Mobilitie assets had revenues of $55.4 million and a net loss of $17.7 million. The net loss includes the impact of discontinued operations from certain of the DAS assets that the Company sold to ExteNet System, Inc. ("ExteNet") on September 6, 2012 and October 23, 2012.

The preliminary estimate of the fair value of the assets acquired and liabilities assumed relating to the Mobilitie Acquisition is summarized below (in thousands):

Cash and cash equivalents	$	1,536
Accounts receivable		473
Other current assets		24,221
Assets held for sale		125,000
Property and equipment		498,654
Intangible assets:
Current contract intangible		399,759
Network location intangible		84,965
Other assets		2,201
Total assets acquired		1,136,809
Current liabilities assumed		(11,619	)
Long-term deferred tax liability		(13,526	)
Net assets acquired	$	1,111,664

The preliminary allocation of the purchase price will be finalized upon the completion of analyses of the fair value of the assets and liabilities acquired primarily related to property tax accruals and other working capital items.

Unaudited Pro Forma Financial Information

The following table presents the unaudited pro forma consolidated results of operations of the Company for the three and nine months ended September 30, 2012 and 2011, respectively, as if the acquisition of Mobilitie was completed as of January 1 of each of the respective years:

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
	(in thousands)
Revenues	$	238,606		$	200,007		$	686,999		$	564,264
Operating income	$	41,071		$	29,552		$	104,553		$	81,604
Net loss	$	(52,699	)	$	(33,952	)	$	(140,349	)	$	(105,206	)

Other Acquisitions

During the third quarter of 2012, the Company acquired 37 completed towers and related assets and liabilities. These acquisitions were not significant to the Company and, accordingly, pro forma financial information has not been presented. The Company evaluates all acquisitions after the applicable closing date of each transaction to determine whether any additional adjustments are needed to the allocation of the purchase price paid for the assets acquired and liabilities assumed by major balance sheet caption, as well as the separate recognition of intangible assets from goodwill if certain criteria are met.

The following table summarizes the Company’s cash acquisition capital expenditures:

	For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
	(in thousands)
Towers and related intangible assets	$	21,736	$	37,888	$	951,331	$	187,173
Ground lease land purchases		9,154		5,266		25,907		19,564
Earnouts		708		157		5,751		2,618
Total acquisition capital expenditures	$	31,598	$	43,311	$	982,989	$	209,355

The Company paid, as part of the ground lease purchase program, $1.2 million and $3.3 million for ground lease extensions during the three months ended September 30, 2012 and 2011, respectively, and $4.7 and $7.2 million for ground lease extensions during the nine months ended September 30, 2012 and 2011, respectively.

Earnouts

The Company recorded $0.5 million of expense, net, and $1.3 million of expense, net, related to contingent consideration adjustments in the three and nine months ended September 30, 2012, respectively. The Company recorded $0.03 million of income, net, and $0.1 million of expense, net, related to contingent consideration adjustments during the same periods of the prior year, respectively. As of September 30, 2012, the Company’s estimate of its potential obligation if the performance targets contained in various acquisition agreements were met was $9.2 million which the Company recorded in accrued expenses.

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DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2012

DISCONTINUED OPERATIONS

5. DISCONTINUED OPERATIONS

On September 6, 2012, the Company sold certain DAS networks located in New York, Chicago and Las Vegas, to ExteNet Systems, Inc. for approximately $119.3 million, comprised of $94.3 million in cash and $25 million in the form of a promissory note. One additional DAS network in Auburn, Alabama was sold to ExteNet on October 23, 2012 for $5.7 million in cash.

The sold DAS networks, which are included in the Company’s Site Leasing segment, met both the component and held for sale criteria during the third quarter of 2012 and the results of operations associated with these assets have been reported as discontinued operations in the Company’s consolidated financial statements. The Company did not allocate any portion of the Company’s interest expense to discontinued operations.

The key components of discontinued operations for the three and nine months ended September 30, 2012 were as follows:

	For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
	(in thousands)
Site leasing revenue	$	2,121	$	—	$	4,775	$	—
Income from discontinued operations, net of taxes		969		—		2,349		—

As of September 30, 2012, the aggregate components of assets and liabilities classified as held for sale in the consolidated balance sheet consisted of the disposed DAS property, plant and equipment.

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INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2012

INTANGIBLE ASSETS, NET

7. INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:

	As of September 30, 2012							As of December 31, 2011
	Gross carrying amount		Accumulated amortization			Net book value		Gross carrying amount		Accumulated amortization			Net book value
	(in thousands)
Current contract intangibles	$	1,844,690	$	(416,057	)	$	1,428,633	$	1,391,001	$	(333,522	)	$	1,057,479
Network location intangibles		903,783		(231,802	)		671,981		772,467		(190,162	)		582,305
Intangible assets, net	$	2,748,473	$	(647,859	)	$	2,100,614	$	2,163,468	$	(523,684	)	$	1,639,784

All intangible assets noted above are included in our site leasing segment. The Company amortizes its intangible assets using the straight-line method over 15 years. Amortization expense relating to the intangible assets above was $46.4 million and $33.7 million for the three months ended September 30, 2012 and 2011, respectively, and $124 million and $98.8 million for the nine months ended September 30, 2012 and 2011, respectively.

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Stock-Based Compensation (Company's Restricted Stock Unit Activity) (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Number of Units, Outstanding at December 31, 2011	225
Number of Units, Granted	138
Number of Units, Restriction Lapse	(66)
Number of Units, Forfeited/Canceled	(1)
Number of Units, Outstanding at September 30, 2012	296
Weighted-Average Grant Date Fair Value per share, Outstanding at December 31, 2011	$ 39.22
Weighted-Average Grant Date Fair Value per share, Granted	$ 47.71
Weighted-Average Grant Date Fair Value per share, Restriction Lapse	$ 38.79
Weighted-Average Grant Date Fair Value per share, Forfeited/Canceled	$ 44.19
Weighted-Average Grant Date Fair Value per share, Outstanding at September 30, 2012	$ 43.24

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Segment Data (Narrative) (Detail)	9 Months Ended		12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
Percentage of revenue generated from the foreign countries	5.90%	2.90%
Percentage of total assets in the foreign countries	6.90%		8.70%

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Stock-Based Compensation (Narrative) (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Weighted-average fair value of options granted	$ 20.31	$ 18.53
Total intrinsic value for options exercised	$ 23.0	$ 8.0

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2012

Schedule Of Assumptions Used To Estimate The Fair Value Of Stock Options

estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	For the nine months ended September 30,
	2012	2011
Risk free interest rate	0.57% - 0.83%	0.66% - 2.17%
Dividend yield	0.0%	0.0%
Expected volatility	53.0%	53.9%
Expected lives	3.8 - 4.6 years	3.5 - 4.5 years

Company's Activities With Respect To Its Stock Options

The following table summarizes the Company’s activities with respect to its stock options for the nine months ended September 30, 2012:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2011		3,608		$	28.06
Granted		613			47.58
Exercised		(811	)		25.94
Canceled		(9	)		37.71
Outstanding at September 30, 2012		3,401		$	32.06		4.05
Exercisable at September 30, 2012		1,865		$	25.96		2.93
Unvested at September 30, 2012		1,536		$	39.46		5.40

Company's Restricted Stock Unit Activity

The following table summarizes the Company’s restricted stock unit activity for the nine months ended September 30, 2012:

	Number of Units			Weighted- Average Grant Date Fair Value per share
	(in thousands)
Outstanding at December 31, 2011		225		$	39.22
Granted		138			47.71
Restriction Lapse		(66	)		38.79
Forfeited/Canceled		(1	)		44.19
Outstanding at September 30, 2012		296		$	43.24

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Costs And Estimated Earnings On Uncompleted Contracts (Summary Of Costs And Estimated Earnings On Uncompleted Contracts) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings on uncompleted contracts	$ 18,940	$ 17,352
Cost incurred on uncompleted contracts [Member]
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings on uncompleted contracts	48,749	37,790
Estimated earnings [Member]
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings on uncompleted contracts	17,919	14,268
Billings to date [Member]
Contracts In Progress Costs And Earnings [Line Items]
Costs and estimated earnings on uncompleted contracts	$ (47,728)	$ (34,706)

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2012

STOCK-BASED COMPENSATION

12. STOCK-BASED COMPENSATION

Stock Options

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility. Historical data is used to estimate the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

	For the nine months ended September 30,
	2012	2011
Risk free interest rate	0.57% - 0.83%	0.66% - 2.17%
Dividend yield	0.0%	0.0%
Expected volatility	53.0%	53.9%
Expected lives	3.8 - 4.6 years	3.5 - 4.5 years

The following table summarizes the Company’s activities with respect to its stock options for the nine months ended September 30, 2012:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)
	(in thousands)
Outstanding at December 31, 2011		3,608		$	28.06
Granted		613			47.58
Exercised		(811	)		25.94
Canceled		(9	)		37.71
Outstanding at September 30, 2012		3,401		$	32.06		4.05
Exercisable at September 30, 2012		1,865		$	25.96		2.93
Unvested at September 30, 2012		1,536		$	39.46		5.40

The weighted-average fair value of options granted during the nine months ended September 30, 2012 and 2011 was $20.31 and $18.53, respectively. The total intrinsic value for options exercised during the nine months ended September 30, 2012 and 2011 was $23.0 million and $8.0 million, respectively.

Restricted Stock Units

The following table summarizes the Company’s restricted stock unit activity for the nine months ended September 30, 2012:

	Number of Units			Weighted- Average Grant Date Fair Value per share
	(in thousands)
Outstanding at December 31, 2011		225		$	39.22
Granted		138			47.71
Restriction Lapse		(66	)		38.79
Forfeited/Canceled		(1	)		44.19
Outstanding at September 30, 2012		296		$	43.24

The Company records compensation expense for restricted stock units based on the fair market value of the units awarded at the date of the grant times the number of shares subject to the units awarded. The Company typically recognizes the expense associated with the units on a straight-line basis over the vesting term.

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2012

Summary Of Fair Values, Principal Values And Carrying Values Of Debt Instruments

The following table reflects fair values, principal balances and carrying values of the Company’s debt instruments (see Note 9).

	As of September 30, 2012							As of December 31, 2011
	Fair Value			Principal Balance		Carrying Value		Fair Value		Principal Balance		Carrying Value
	(in millions)
1.875% Convertible Senior Notes due 2013	$	814.9		$	535.0	$	512.3	$	605.2	$	535.0	$	485.0
4.0% Convertible Senior Notes due 2014		1,060.7			500.0		422.1		761.6		500.0		397.6
8.0% Senior Notes due 2016		—			—		—		405.0		375.0		373.2
8.25% Senior Notes due 2019		271.5			243.8		242.2		407.8		375.0		372.4
5.625% Senior Notes due 2019		505.0			500.0		500.0		—		—		—
5.75% Senior Notes due 2020		838.0			800.0		800.0		—		—		—
4.254% 2010-1C Tower Securities		715.4			680.0		680.0		699.0		680.0		680.0
5.101% 2010-2C Tower Securities		611.8			550.0		550.0		579.0		550.0		550.0
2.933% 2012-1C Tower Securities		620.6			610.0		610.0		—		—		—
2011 Term Loan		492.5			493.8		492.7		494.4		497.5		496.3
2012-1 Term Loan		197.0			197.5		197.5		—		—		—
2012-2 Term Loan		302.3			300.0		299.3		—		—		—
Totals:	$	6,429.	7	$	5,410.1	$	5,306.1	$	3,952.0	$	3,512.5	$	3,354.5

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Intangible Assets, Net (Gross And Net Carrying Amounts For Each Major Class Of Intangible Assets) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 2,748,473	$ 2,163,468
Accumulated amortization	(647,859)	(523,684)
Net book value	2,100,614	1,639,784
Current contract intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	1,844,690	1,391,001
Accumulated amortization	(416,057)	(333,522)
Net book value	1,428,633	1,057,479
Network location intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	903,783	772,467
Accumulated amortization	(231,802)	(190,162)
Net book value	$ 671,981	$ 582,305

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Acquisitions (Narrative) (Detail) (USD $) Share data in Millions, unless otherwise specified	0 Months Ended	3 Months Ended		9 Months Ended
	Apr. 02, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Jun. 30, 2012
Business Acquisition, Contingent Consideration [Line Items]
Owned towers	2,281
Additional towers in Development	36
Total consideration of acquisition	$ 1,100,000,000
Total consideration paid in cash	850,000,000
Newly issued shares	5.25
Transaction costs associated with acquisition						13,200,000
Revenues from acquisition				55,400,000
Net loss from acquisition				17,700,000
Tower acquisitions (number of towers)				37
Ground lease extensions		1,200,000	3,300,000	4,700,000	7,200,000
Contingent consideration, income, net		500,000	30,000	1,300,000	100,000
Potential obligation recorded in accrued expenses				$ 9,200,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net loss from continuing operations	$ (53,668)	$ (33,437)	$ (128,804)	$ (97,723)
Income from discontinued operations	969		2,349
Other comprehensive income (loss) associated with derivative instruments:
Foreign currency translation adjustments	1,686	(3,041)	1,449	(2,792)
Comprehensive loss	(51,013)	(36,478)	(127,355)	(100,515)
Other comprehensive loss attributable to noncontrolling interest	254	132	256	348
Comprehensive loss attributable to SBA Communications Corporation	$ (50,759)	$ (36,346)	$ (127,099)	$ (100,167)

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2012

BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 for SBA Communications Corporation and its subsidiaries (the “Company”). The December 31, 2011 Condensed Consolidated Balance Sheet has been derived from the Company’s audited consolidated financial statements. These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the year. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in consolidated financial statements and accompanying notes. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements and accompanying notes, the actual amount of such estimates, when known, will vary from these estimates.

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Debt (Convertible Senior Notes) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
1.875% Convertible Senior Notes due 2013 [Member]
Short-term Debt [Line Items]
Debt instrument, principal balance	$ 535,000	$ 535,000
Debt discount	(22,655)	(50,030)
Carrying value	512,345	484,970
4.0% Convertible Senior Notes due 2014 [Member]
Short-term Debt [Line Items]
Debt instrument, principal balance	500,000	500,000
Debt discount	(77,938)	(102,388)
Carrying value	$ 422,052	$ 397,612

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Subsequent Events (Narrative) (Detail) (USD $) In Millions, unless otherwise specified		1 Months Ended
	Apr. 02, 2012	Oct. 01, 2012 Towerco [Member] State	Oct. 01, 2012 Towerco [Member] Class A Common Stock [Member]
Subsequent Event [Line Items]
Number of towers affiliates owned		3,256
Number of tower sites in states		47
Business Consideration to be paid in cash	$ 850.0	$ 1,200.0
Business consideration paid in shares			4.6

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RESTRICTED CASH (Tables)

9 Months Ended

Sep. 30, 2012

Schedule Of Restricted Cash

Restricted cash consists of the following:

	As of September 30, 2012		As of December 31, 2011		Included on Balance Sheet
	(in thousands)
Securitization escrow accounts	$	21,764	$	21,378	Restricted cash - current asset
Payment and performance bonds		932		888	Restricted cash - current asset
Surety bonds and workers compensation		11,989		11,495	Other assets - noncurrent
Total restricted cash	$	34,685	$	33,761

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Fair Value Measurements (Summary Of Fair Values, Principal Values And Carrying Values Of Debt Instruments) (Detail) (USD $) In Millions, unless otherwise specified		9 Months Ended				9 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012 1.875% Convertible Senior Notes due 2013 [Member]	Sep. 30, 2012 4.0% Convertible Senior Notes due 2014 [Member]	Sep. 30, 2012 8.0% Senior Notes due 2016 [Member]	Jul. 24, 2009 8.0% Senior Notes due 2016 [Member]	Sep. 30, 2012 8.25% Senior Notes due 2019 [Member]	Jul. 24, 2009 8.25% Senior Notes due 2019 [Member]	Sep. 30, 2012 5.625% Senior Notes Due 2019 [Member]	Sep. 30, 2012 5.75% Senior Notes Due 2020 [Member]	Sep. 30, 2012 4.254% 2010-1C Tower Securities [Member]	Sep. 30, 2012 5.101% 2010-2C Tower Securities [Member]	Sep. 30, 2012 2.933% Secured Tower Revenue Securities Series 2012-1 [Member]	Sep. 30, 2012 Fair Value [Member]	Dec. 31, 2011 Fair Value [Member]	Sep. 30, 2012 Fair Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Dec. 31, 2011 Fair Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Sep. 30, 2012 Fair Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Fair Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Fair Value [Member] 8.0% Senior Notes due 2016 [Member]	Sep. 30, 2012 Fair Value [Member] 8.25% Senior Notes due 2019 [Member]	Dec. 31, 2011 Fair Value [Member] 8.25% Senior Notes due 2019 [Member]	Sep. 30, 2012 Fair Value [Member] 5.625% Senior Notes Due 2019 [Member]	Sep. 30, 2012 Fair Value [Member] 5.75% Senior Notes Due 2020 [Member]	Sep. 30, 2012 Fair Value [Member] 4.254% 2010-1C Tower Securities [Member]	Dec. 31, 2011 Fair Value [Member] 4.254% 2010-1C Tower Securities [Member]	Sep. 30, 2012 Fair Value [Member] 5.101% 2010-2C Tower Securities [Member]	Dec. 31, 2011 Fair Value [Member] 5.101% 2010-2C Tower Securities [Member]	Sep. 30, 2012 Fair Value [Member] 2.933% Secured Tower Revenue Securities Series 2012-1 [Member]	Sep. 30, 2012 Fair Value [Member] 2011 Term Loan [Member]	Dec. 31, 2011 Fair Value [Member] 2011 Term Loan [Member]	Sep. 30, 2012 Fair Value [Member] 2012-1 Term Loan [Member]	Sep. 30, 2012 Fair Value [Member] 2012-2 Term loan [Member]	Sep. 30, 2012 Principal Value [Member]	Dec. 31, 2011 Principal Value [Member]	Sep. 30, 2012 Principal Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Dec. 31, 2011 Principal Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Sep. 30, 2012 Principal Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Principal Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Principal Value [Member] 8.0% Senior Notes due 2016 [Member]	Sep. 30, 2012 Principal Value [Member] 8.25% Senior Notes due 2019 [Member]	Dec. 31, 2011 Principal Value [Member] 8.25% Senior Notes due 2019 [Member]	Sep. 30, 2012 Principal Value [Member] 5.625% Senior Notes Due 2019 [Member]	Sep. 30, 2012 Principal Value [Member] 5.75% Senior Notes Due 2020 [Member]	Sep. 30, 2012 Principal Value [Member] 4.254% 2010-1C Tower Securities [Member]	Dec. 31, 2011 Principal Value [Member] 4.254% 2010-1C Tower Securities [Member]	Sep. 30, 2012 Principal Value [Member] 5.101% 2010-2C Tower Securities [Member]	Dec. 31, 2011 Principal Value [Member] 5.101% 2010-2C Tower Securities [Member]	Sep. 30, 2012 Principal Value [Member] 2.933% Secured Tower Revenue Securities Series 2012-1 [Member]	Sep. 30, 2012 Principal Value [Member] 2011 Term Loan [Member]	Dec. 31, 2011 Principal Value [Member] 2011 Term Loan [Member]	Sep. 30, 2012 Principal Value [Member] 2012-1 Term Loan [Member]	Sep. 30, 2012 Principal Value [Member] 2012-2 Term loan [Member]	Sep. 30, 2012 Carrying Value [Member]	Dec. 31, 2011 Carrying Value [Member]	Sep. 30, 2012 Carrying Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Dec. 31, 2011 Carrying Value [Member] 1.875% Convertible Senior Notes due 2013 [Member]	Sep. 30, 2012 Carrying Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Carrying Value [Member] 4.0% Convertible Senior Notes due 2014 [Member]	Dec. 31, 2011 Carrying Value [Member] 8.0% Senior Notes due 2016 [Member]	Sep. 30, 2012 Carrying Value [Member] 8.25% Senior Notes due 2019 [Member]	Dec. 31, 2011 Carrying Value [Member] 8.25% Senior Notes due 2019 [Member]	Sep. 30, 2012 Carrying Value [Member] 5.625% Senior Notes Due 2019 [Member]	Sep. 30, 2012 Carrying Value [Member] 5.75% Senior Notes Due 2020 [Member]	Sep. 30, 2012 Carrying Value [Member] 4.254% 2010-1C Tower Securities [Member]	Dec. 31, 2011 Carrying Value [Member] 4.254% 2010-1C Tower Securities [Member]	Sep. 30, 2012 Carrying Value [Member] 5.101% 2010-2C Tower Securities [Member]	Dec. 31, 2011 Carrying Value [Member] 5.101% 2010-2C Tower Securities [Member]	Sep. 30, 2012 Carrying Value [Member] 2.933% Secured Tower Revenue Securities Series 2012-1 [Member]	Sep. 30, 2012 Carrying Value [Member] 2011 Term Loan [Member]	Dec. 31, 2011 Carrying Value [Member] 2011 Term Loan [Member]	Sep. 30, 2012 Carrying Value [Member] 2012-1 Term Loan [Member]	Sep. 30, 2012 Carrying Value [Member] 2012-2 Term loan [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate for senior notes	4.00%	1.875%	4.00%	8.00%	8.00%	8.25%	8.25%	5.625%	5.75%	4.254%	5.101%	2.933%
Convertible senior notes, maturity date		2013	2014
Maturity date				2016		2019		2019	2020
Debt instrument													$ 6,429.7	$ 3,952.0	$ 814.9	$ 605.2	$ 1,060.7	$ 761.6	$ 405.0	$ 277.3	$ 407.8	$ 505.0	$ 838.0	$ 715.4	$ 699.0	$ 611.8	$ 579.0	$ 620.6	$ 492.5	$ 494.4	$ 197.0	$ 302.3	$ 5,410.1	$ 3,512.5	$ 535.0	$ 535.0	$ 500.0	$ 500.0	$ 375.0	$ 243.8	$ 375.0	$ 500.0	$ 800.0	$ 680.0	$ 680.0	$ 550.0	$ 550.0	$ 610.0	$ 493.8	$ 497.5	$ 197.5	$ 300.0	$ 5,306.1	$ 3,354.5	$ 512.3	$ 485.0	$ 422.1	$ 397.6	$ 373.2	$ 242.2	$ 372.4	$ 500.0	$ 800.0	$ 680.0	$ 680.0	$ 550.0	$ 550.0	$ 610.0	$ 492.7	$ 496.3	$ 197.5	$ 299.3

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REDEEMABLE NONCONTROLLING INTERESTS

9 Months Ended

Sep. 30, 2012

REDEEMABLE NONCONTROLLING INTERESTS

11. REDEEMABLE NONCONTROLLING INTERESTS

In connection with the Company’s business operations in Central America, the Company entered into an agreement with a non-affiliated joint venture partner that contains both a put option for its partner and a call option for the Company, requiring or allowing the Company, in certain circumstances, to purchase the remaining interest in such entity at a price based on predetermined earnings multiples. Each of these options is triggered upon the occurrence of specified events and/or upon the passage of time. The put right may be exercised on varying dates causing the Company to purchase the partner’s equity interest (the “Redemption Amount”) based on a formula defined in the joint venture agreement. The noncontrolling interest is classified as a redeemable equity interest in mezzanine (or temporary) equity on the Company’s Consolidated Balance Sheets.

The Company allocates income and losses to the noncontrolling interest holder based on the applicable membership interest percentage. After applying those provisions, the Company calculates the redemption amount at each reporting period and records the amount, if any, by which the redemption amount exceeds the book value as a charge against income (loss) available to common shareholders. As of September 30, 2012 the carrying value of the Company’s redeemable noncontrolling interest exceeded the fair value of the amount the Company could be required to pay to redeem the noncontrolling interest at the date of exercise of either the put or call option. Accordingly, the carrying value is presented on the Company’s Consolidated Balance Sheet.

During the nine months ended September 30, 2011, the Company paid approximately $0.7 million in exchange for the outstanding 4.6% noncontrolling interest in a Canadian joint venture increasing the Company’s interest in that joint venture to 100%.