EXHIBIT 10.3
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THIRD AMENDMENT
TO
ATS FACILITY B LOAN AGREEMENT
THIS THIRD AMENDMENT TO ATS FACILITY B LOAN AGREEMENT (this "Amendment"),
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dated as of the 27th day of May, 1999 (the "Amendment Date"), by and among
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AMERICAN TOWER, L.P., a Delaware limited partnership, and AMERICAN TOWERS, INC.,
a Delaware corporation (collectively, the "Borrower"), the FINANCIAL
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INSTITUTIONS SIGNATORY HERETO and TORONTO DOMINION (TEXAS), INC., as
administrative agent (the "Administrative Agent") for the Banks (as defined in
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the Loan Agreement defined below);
W I T N E S S E T H:
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WHEREAS, the Borrower, the Banks and the Administrative Agent are parties
to that certain ATS Facility B Loan Agreement dated as of June 16, 1998, as
amended by that certain First Amendment to ATS Facility B Loan Agreement dated
as of October 30, 1998 and that certain Second Amendment and Waiver to ATS
Facility B Loan Agreement dated as of February 8, 1999 (as amended, modified,
supplemented and restated from time to time, the "Loan Agreement"); and
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WHEREAS, the Borrower has informed Administrative Agent and the Banks that
it would like to extend the Termination Date of the Facility B Commitment by a
364-day period; and
WHEREAS, the Borrower, the Administrative Agent and the Banks have agreed
to extend the Termination Date of the Facility B Commitment by a 364-day period
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Loan Agreement, and further agree as follows:
1. Amendment to Article 1. Article 1 of the Loan Agreement, Definitions,
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is hereby amended by deleting the definition "Termination Date" in its entirety
and by substituting in lieu thereof the following:
"'Termination Date' shall mean June 14, 2000."
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2. Amendment to Article 2. Section 2.4 of the Loan Agreement,
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Commitment Fees, is hereby amended by deleting such section in its entirety and
by substituting in lieu thereof the following:
"Section 2.4 Commitment Fees. Commencing on May 27, 1999 and at all
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times thereafter, the Borrowers agree to pay, on a joint and several basis,
to the Administrative Agent for the account of each of the Banks in
accordance with such Bank's respective Facility B Commitment Ratio, a
commitment fee on the aggregate unborrowed balance of the Facility B
Commitment for each day from May 27, 1999 until the Termination Date, or,
if applicable, the Maturity Date, at a rate of one-quarter of one percent
(0.250%) per annum. Such commitment fee shall be computed on the basis of a
year of 365/366 days for the actual number of days elapsed, shall be
payable quarterly in arrears on the last Business Day of each calendar
quarter, and shall be fully earned when due and non-refundable when paid. A
final payment of any commitment fee then payable shall also be due and
payable on the Termination Date, or, if applicable, the Maturity Date."
3. No Other Amendment or Waiver. Except for the amendments set
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forth above, the text of the Loan Agreement and all other Loan Documents shall
remain unchanged and in full force and effect. No waiver by the Administrative
Agent or the Banks under the Loan Agreement or any other Loan Document is
granted or intended except as expressly set forth herein, and the Administrative
Agent and the Banks expressly reserve the right to require strict compliance in
all other respects (whether or not in connection with any Requests for Advance).
Except as set forth herein, the amendment agreed to herein shall not constitute
a modification of the Loan Agreement or any of the other Loan Documents, or a
course of dealing with the Administrative Agent and the Banks at variance with
the Loan Agreement or any of the other Loan Documents, such as to require
further notice by the Administrative Agent, the Banks or the Majority Banks to
require strict compliance with the terms of the Loan Agreement and the other
Loan Documents in the future.
4. Representations and Warranties. The Borrower hereby represents
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and warrants in favor of each of the Administrative Agent and each Bank that the
representations and warranties contained in Section 4.1 of the Loan Agreement
and contained in the other Loan Documents remain true and correct as of the date
hereof, both before and after giving effect to this Amendment and Waiver, except
to the extent previously fulfilled in accordance with the terms of the Loan
Agreement or such other Loan Document, as applicable, or to the extent relating
specifically to the Agreement Date. No Default now exists or will be caused
hereby.
5. Condition Precedent. The effectiveness of this Amendment and
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Waiver is subject to the receipt by the Administrative Agent of counterparts
hereof executed by the Banks and the Borrower and of all documents, instruments,
consents or items which the Administrative Agent shall deem appropriate in
connection herewith.
6. Loan Documents. This document shall be deemed to be a Loan Document
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for all purposes under the Loan Agreement and the other Loan Documents.
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7. Counterparts. This Amendment and Waiver may be executed in any
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number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument.
8. Governing Law. This Amendment and Waiver shall be construed in
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accordance with and governed by the laws of the State of New York.
9. Severability. Any provision of this Amendment and Waiver which
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is prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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
first above written.
BORROWERS: AMERICAN TOWER, L.P.
By ATC GP INC.
By: /s/ Xxxxxx Xxxx
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Title: Chief Financial Officer
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AMERICAN TOWERS, INC.
By: /s/ Xxxxxx Xxxx
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Title: Chief Financial Officer
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ADMINISTRATIVE AGENT
AND BANKS: TORONTO DOMINION (TEXAS), INC., as Administrative Agent
for itself and the Banks and as a Bank
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as a Bank
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
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BANK OF MONTREAL, as a Bank
By: /s/ Xxxxx Xxx
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Title: Director
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THE BANK OF NEW YORK, as a Bank
By: /s/ Xxxxxxxx X. Xxxxxx
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Title: Vice President
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THE BANK OF NOVA SCOTIA, as a Bank
By: /s/ Xxxx X. Xxxxxxxxxxxxx
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Title: Authorized Signatory
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BANK OF SCOTLAND, as a Bank
By: /s/ Xxxxx Xxxxx
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Title: Assistant Vice President
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BANKBOSTON, N.A., as a Bank
By: /s/ Xxxxx Xxxxx
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Title: Director
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BANKERS TRUST COMPANY, as a Bank
By: /s/ Xxxxxxx Xxxxxxx
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Title: Principal
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BARCLAYS BANK, PLC, as a Bank
By: /s/ Xxxxx X. Xxxxx
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Title: Director
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THE CHASE MANHATTAN BANK, as a Bank
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
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THE CIT GROUP/EQUIPMENT FINANCING, INC., as a Bank
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Assistant Vice President/Credit
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CITY NATIONAL BANK, as a Bank
By: /s/ Xxxxx X. Xxxxx
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Title: Vice President
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COBANK, ACB, as a Bank
By: /s/ Xxxx X. Xxxx
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Title: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH, as a Bank
By: /s/ Xxxx Campalone
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Title: First Vice President
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CREDIT SUISSE FIRST BOSTON, as a Bank
By: /s/ Xxxx X'Xxxx
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Title: Vice President
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By: /s/ Xxxxxxx Xxxxx
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Title: Associate
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CRESTAR BANK, as a Bank
By: /s/ XxXxxxxx X. Xxxxx
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Title: Assistant Vice President
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DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
as a Bank
By:
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Title:
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By:
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Title:
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FIRST NATIONAL BANK OF MARYLAND, as a Bank
By: /s/ W. Xxxxx Xxxxxxx
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Title: Vice President
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FLEET NATIONAL BANK, as a Bank
By:
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Title:
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GENERAL ELECTRIC CAPITAL CORPORATION, as a Bank
By: /s/ Xxxx X. Xxxxx
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Title: Manager-Operations
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THE XXXXXX BANK, N.A., as a Bank
By: /s/ Xxxxxxx X. Xxxxx
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Title: Senior Vice President
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KEY CORPORATE CAPITAL INC., as a Bank
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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XXXXXX COMMERCIAL PAPER INC., as a Bank
By: /s/ Xxxxxxx Xxxxxxx
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Title: Authorized Signatory
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MELLON BANK, N.A., as a Bank
By: /s/ Xxxxx X. Xxxxxxx
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Title: Assistant Vice President
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MERCANTILE BANK NATIONAL ASSOCIATION, as a Bank
By: /s/ Xxxx X. Xxxxxxxx
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Title: Vice President
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THE MITSUBISHI TRUST AND BANKING CORPORATION, as a Bank
By: /s/ Xxxxxxxxx Xxxxxxx
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Title: Senior Vice President
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NATIONAL BANK OF CANADA, as a Bank
By: /s/ Xxxxxxx Xxxxx
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Title: Vice President
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By: /s/ Xxxxxx Xxxxxxx
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Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION, as a Bank
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Vice President
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STATE STREET BANK AND TRUST COMPANY, as a Bank
By: /s/ Xxxx Xxxxx
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Title: Vice President
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UNION BANK OF CALIFORNIA, N.A., as a Bank
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Assistant Vice President
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US TRUST, as a Bank
By:
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Title:
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XXXXXXX BANK, as a Bank
By: /s/ Xxxxxxx X.Xxxxxx
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Title: Vice President
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