SECOND AMENDMENT TO TERM LOAN AGREEMENT
Exhibit 10.52
SECOND AMENDMENT TO TERM LOAN AGREEMENT
This Second Amendment to Term Loan Agreement (this “Amendment”) is made as of February 5, 2015, 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 October 29, 2013 (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. 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 Borrower 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) for the fiscal quarter ended December 31, 2014, 6.00 to 1.00, (ii) for the fiscal quarters ended March 31, 2015 and June 30, 2015, 8.00 to 1.00, (iii) for the fiscal quarters ended September 30, 2015 and December 31, 2015, 7.00 to 1.00 and (iv) thereafter, 6.00 to 1.00.”
3. BRING-DOWN OF REPRESENTATIONS. The Borrower 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 performed in the State of New York.
8. MISCELLANEOUS.
(a) On and after the effective date of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement, as amended by this Amendment.
(b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
(c) On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.
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/ XXXXXX X. XXXXXXXX | |||||
| Name: | Xxxxxx X. Xxxxxxxx | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
[Signature Page to Second Amendment to Term Loan Agreement]
| LENDERS | THE ROYAL BANK OF SCOTLAND PLC, as a Lender | |||||
| By: | /S/ XXXXX X. XXXXXXXX | |||||
| Name: | Xxxxx X. XxXxxxxx | |||||
| Title: | Director | |||||
| TORONTO DOMINION (TEXAS) LLC, as a Lender | ||||||
| By: | /S/ XXXXX XXXXXX | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Senior Vice President | |||||
| BANK OF AMERICA, N.A. as a Lender | ||||||
| By: | /S/ XXXXX XXXXXXX | |||||
| Name: | Xxxxx Xxxxxxx | |||||
| Title: | Vice President | |||||
| Barclays PLC, as a Lender | ||||||
| By: | /S/ XXXXX X. XXXXXX | |||||
| Name: | Xxxxx X. Xxxxxx | |||||
| Title: | Director | |||||
| BNP PARIBAS, as a Lender | ||||||
| By: | /S/ XXXXXXX XXXX | |||||
| Name: | Xxxxxxx Xxxx | |||||
| Title: | Managing Director | |||||
| By: | /S/ XXXXX XXXX | |||||
| Name: | Xxxxx Xxxx | |||||
| Title: | Vice President | |||||
[Signature Page to Second Amendment to Term Loan Agreement]
| Citibank, N.A. as a Lender | ||
| By: | /S/ XXXXXX X. XXXX | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Managing Director & Vice President | |
| COBANK, ACB, as a Lender | ||
| By: | /S/ XXXX XXXXXX | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
| XX XXXXXX XXXXX BANK, N.A. as a Lender | ||
| By: | /S/ XXXXXX X. XXXXXX | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Managing Director | |
| Xxxxxx Xxxxxxx Bank, N.A. as a Lender | ||
| By: | /S/ XXXXX XXXXXX | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Authorized Signatory | |
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender | ||
| By: | /S/ XXXXXXX XXXXXXX | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Vice President | |
[Signature Page to Second Amendment to Term Loan Agreement]
| THE ROYAL BANK OF CANADA, | ||
| as a Lender | ||
| By: | /S/ XXXXX XXXXXXX | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Authorized Signatory | |
| SUNTRUST BANK, as a Lender | ||
| By: | /S/ XXXXX XXXXXX | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Director | |
| Compass Bank, as a Lender | ||
| By: | /S/ XXX XXXXXXX | |
| Name: | Xxx Xxxxxxx | |
| Title: | Vice President | |
| CREDIT AGRICOLE | ||
| CORPORATE AND INVESTMENT BANK, as a Lender | ||
| By: | /S/ XXXXX XXXXXXXX | |
| Name: | Xxxxx Xxxxxxxx | |
| Title: | Director | |
| By: | /S/ XXXX XXXX | |
| Name: | Xxxx Xxxx | |
| Title: | Director | |
| FIRST HAWAIIAN BANK, as a Lender | ||
| By: | /S/ XXXX XXXXXXX | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Director | |
[Signature Page to Second Amendment to Term Loan Agreement]
| XXXXXXX SACHS BANK USA, as a Lender | ||
| By: | /S/ XXXXX XXXXXXX | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Authorized Signatory | |
| MIZUHO BANK LTD., as a Lender | ||
| By: | /S/ XXXXXXX X. XXXX | |
| Name: | Xxxxxxx X. Xxxx | |
| Title: | Authorized Signatory | |
| SANTANDER BANK, N.A., as a Lender | ||
| By: | /S/ PALOMA DEL XXXXX | |
| Name: | Paloma Del Xxxxx | |
| Title: | Vice President | |
| Sumitomo Mitsui Banking Corporation, asa Lender | ||
| By: | /S/ XXXXX XXXX | |
| Name: | Xxxxx Xxxx | |
| Title: | Managing Director | |
[Signature Page to Second Amendment to Term Loan Agreement]
