FIRST AMENDMENT TO TERM LOAN AGREEMENT

Contract Categories: Business Finance - Loan Agreements
EX-10.5 6 d607482dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

FIRST AMENDMENT TO TERM LOAN AGREEMENT

This First Amendment to Term Loan Agreement (this “Amendment”) is made as of September 20, 2013, by and among AMERICAN TOWER CORPORATION, as Borrower (the “Borrower”), THE ROYAL BANK OF SCOTLAND PLC as Administrative Agent (the “Administrative Agent”), and the financial institutions whose names appear as lenders on the signature page hereof.

WHEREAS, the Borrower and the Administrative Agent are party to that certain Term Loan Agreement, dated as of June 29, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”) among the Borrower, the Administrative Agent and the Lenders from time to time party thereto.

WHEREAS, the Borrower, the Administrative Agent and the Lenders who are signatories hereto and who constitute Majority Lenders have agreed to amend the Loan Agreement pursuant to Section 11.11 of the Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereby agree as follows:

1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the Loan Agreement.

2. AMENDMENT. The Loan Agreement is hereby amended as follows:

(a) Section 1.1 of the Loan Agreement is hereby amended by inserting, after the definition of “Capitalized Lease Obligation,” the following new definition:

Cash Equivalents” shall mean ‘cash equivalents’ as defined under and determined in accordance with generally accepted accounting principles.

(b) Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Total Debt” in its entirety and inserting in its place the following:

Total Debt” shall mean, for the Company and its Subsidiaries on a consolidated basis as of any date, (a) the sum (without duplication) of (i) the outstanding principal amount of the Loans as of such date, (ii) the aggregate amount of Indebtedness plus Attributable Debt of such Persons as of such date, (iii) the aggregate amount of all Guaranties by such Persons of Indebtedness as of such date, and (iv) to the extent payable by the Company, an amount equal to the aggregate exposure of the Company under any Hedge Agreements permitted pursuant to Section 7.1 hereof, as calculated on a marked to market basis as of the last day of the fiscal quarter being tested or the last day of the most recently completed fiscal quarter, as applicable less (b) the sum of all unrestricted domestic cash and Cash Equivalents of the Company and its Subsidiaries as of such date.

 

Individual Loan Agreement Amendment Signature Page


(c) Section 7.6 of the Loan Agreement is hereby amended by deleting the text thereof and inserting in its place the following:

“As of the end of each fiscal quarter, the Company shall not permit the ratio of (a) Total Debt on such calculation date to (b) Adjusted EBITDA, as of the last day of such fiscal quarter to be greater than (i) from September 30, 2013 to September 30, 2014, 6.50 to 1.00 and (ii) thereafter, 6.00 to 1.00.”

3. BRING-DOWN OF REPRESENTATIONS. The Company hereby certifies that, as of the date of this Amendment, (i) the representations and warranties contained in Section 4.1 of the Loan Agreement are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to this Amendment, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of the Loan Agreement except to the extent stated to have been made as of the Agreement Date, and (ii) no Default exists.

4. EFFECTIVENESS. This Amendment shall become effective upon the Administrative Agent receiving this Amendment duly executed by the Borrower and the Majority Lenders.

5. NO OTHER AMENDMENTS. Except as provided herein, each of the other provisions of the Loan Agreement shall remain in full force and effect.

6. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic transmission shall be effective as delivery of a manually executed counterpart.

7. GOVERNING LAW. This Amendment shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to performed in the State of New York.


IN WITNESS WHEREOF, the parties hereto have executed this Amendment or caused it to be executed by their duly authorized officers, all as of the day and year above written.

 

BORROWER:     AMERICAN TOWER CORPORATION
    By:  

/s/ THOMAS A. BARTLETT

    Name:   Thomas A. Bartlett
    Title:   Executive Vice President, Chief
      Financial Officer and Treasurer

 

[Signature Page to First Amendment to Loan Agreement]


LENDERS     THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and a Lender
    By:  

/s/ TYLER J. MCCARTHY

    Name:   Tyler J. McCarthy
    Title:   Director
    ROYAL BANK OF CANADA,
    as Lender
    By:  

/s/ D.W. SCOTT JOHNSON

    Name:   D.W. Scott Johnson
    Title:   Authorized Signatory
    TORONTO DOMINION (TEXAS) LLC
    By:  

/s/ DEBI YASIN

    Name:   Debi Yasin
    Title:   Authorized Signatory
    JPMORGAN CHASE BANK, N.A.
    By:  

/s/ JOHN G. KOWALCZUK

    Name:   John G. Kowalczuk
    Title:   Executive Director
    SOVEREIGN BANK, N.A.
    By:  

/s/ WILLIAM MAAG

    Name:   William Maag
    Title:   Senior Vice President

 

[Signature Page to First Amendment to Loan Agreement]


Bank of America, N.A.
By:  

/s/ JAY D. MARQUIS

Name:   Jay D. Marquis
Title:   Director
MIZUHO BANK, LTD., as a Lender
By:  

/s/ RAYMOND VENTURA

Name:   Raymond Ventura
Title:   Deputy General Manager
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:  

/s/ JOSE CARLOS

Name:   Jose Carlos
Title:   Director
Sumitomo Mitsui Banking Corporation
By:  

/s/ DAVID W. KEE

Name:   David W. Kee
Title:   Managing Director
Compass Bank
By:  

/s/ MICHAEL DIXON

Name:   Michael Dixon
Title:   Vice President

 

[Signature Page to First Amendment to Loan Agreement]


FIRST HAWAIIAN BANK
By:  

/s/ DAWN HOFFMAN

Name:   Dawn Hoffman
Title:   Senior Vice President
Goldman Sachs Bank USA
By:  

/s/ MICHELLE LATZONI

Name:   Michelle Latzoni
Title:   Authorized Signatory
City National Bank
By:  

/s/ JEANINE SMITH

Name:   Jeanine Smith
Title:   Vice President
E. Sun Commercial Bank, Ltd., Los Angeles Branch
By:  

/s/ EDWARD CHEN

Name:   Edward Chen
Title:   Senior VP & GM

FIRST COMMERCIAL BANK, LTD.

a Republic of China Bank acting through its Los Angeles Branch

By:  

/s/ JENN-HWA WANG

Name:   Jenn-Hwa Wang
Title:   Vice President & General Manager

 

[Signature Page to First Amendment to Loan Agreement]


AZB Funding
By:  

/s/ HIROSHI MATSUMOTO

Name:   Hiroshi Matsumoto
Title:   Authorized Signatory
The Bank of East Asia, Limited, New York Branch
By:  

/s/ JAMES HUA

Name:   James Hua
Title:   SVP
By:  

/s/ KITTY SIN

Name:   Kitty Sin
Title:   SVP
Manufacturers Bank
By:  

/s/ SEAN WALKER

Name:   Sean Walker
Title:   Senior Vice President

 

[Signature Page to First Amendment to Loan Agreement]