FIRST AMENDMENT TO LOAN AGREEMENT

Exhibit 10.7

FIRST AMENDMENT TO LOAN AGREEMENT

This First Amendment to Loan Agreement (this “Amendment”) is made as of September 20, 2013, by and among AMERICAN TOWER CORPORATION, as Borrower (the “Company”), TORONTO DOMINION (TEXAS) LLC, as Administrative Agent (the “Administrative Agent”), and the financial institutions whose names appear as lenders on the signature page hereof.

WHEREAS, the Company and the Administrative Agent are party to that certain Loan Agreement, dated as of June 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”) among the Company, the Administrative Agent and the Lenders from time to time party thereto.

WHEREAS, the Company, 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 12.12 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 2.14 of the Loan Agreement is hereby amended by (a) deleting the phrase “the aggregate amount of all Incremental Commitments shall not exceed the Dollar Equivalent of $500,000,000.00” and replacing it with the phrase “after giving effect to all Incremental Commitments the aggregate Revolving Loan Commitments shall not exceed the Dollar Equivalent of $2,750,000,000”, (b) deleting the phrase “no more than four (4) times” and replacing it with the phrase “no more than five (5) times”, (c) adding a new clause (v) to the end of the proviso in the first sentence to read “and (v) if after giving effect to the Incremental Commitments the aggregate Revolving Loan Commitments shall exceed the Dollar Equivalent of $2,100,000,000, the Company shall deliver to the Administrative Agent, as a condition precedent to the effectiveness of such Incremental Commitments certified resolutions of the Board of Directors of the Company authorizing such amount and such opinions of counsel as the Administrative Agent shall reasonably require” and (d) amending the penultimate sentence in full to read as follows:

Notwithstanding anything to the contrary in this Agreement, any Incremental Commitment made pursuant to this Section 2.14 may be effected by adding one or more tranches of Revolving Loan Commitments that are denominated in an Alternative Currency and/or term loan commitments (which shall be deemed to be “Revolving Loan Commitments” for purposes of this Section 2.14 (other than clause (iv) above)), and the Lenders agree that any amendment required to implement an Incremental Commitment may be effected by the consent of the Company and only those Lenders that agree to participate in any such tranche, provided that the aggregate amount of the commitments do not exceed the Dollar Equivalent of $2,750,000,000 at any time.

(d) 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 Company 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/ XXXXXX X. XXXXXXXX
				Name:		Xxxxxx X. Xxxxxxxx
				Title:		Executive Vice President, Chief Financial Officer and Treasurer

[Signature Page to First Amendment to Loan Agreement]

LENDERS						TORONTO DOMINION (TEXAS) LLC, as Administrative Agent and a Lender
						By:		/S/ XXXX XXXXX
						Name:		Xxxx Xxxxx
						Title:		Authorized Signatory
						TORONTO DOMINION BANK,
						As an Initial Issuing Bank
						By:		/S/ XXXXX XXXXXX
						Name:		Xxxxx Xxxxxx
						Title:		Vice President
						Bank of America, N.A.
						By:		/S/ XXX X. XXXXXXX
						Name:		Xxx X. Xxxxxxx
						Title:		Director
						BARCLAYS BANK PLC
						By:		/S/ XXXX XXXXXX
						Name:		Xxxx Xxxxxx
						Title:		Vice President
						CITIBANK, N.A., as a Lender
						By:		/S/ AQMAR XXXXXX XXXXXXXX MUSADEK
						Name:		Aqmar Xxxxxx Xxxxxxxx Musadek
						Title:		Vice President

[Signature Page to First Amendment to Loan Agreement]

BNP Paribas
By:		/S/ XXXXXXX XXXX
Name:		Xxxxxxx Xxxx
Title:		Managing Director
By:		/S/ XXXXXXXXX XXXXX
Name:		Xxxxxxxxx Xxxxx
Title:		Director
ROYAL BANK OF CANADA, as Lender
By:		/S/ D.W. XXXXX XXXXXXX
Name:		D.W. Xxxxx Xxxxxxx
Title:		Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By:		/S/ XXXXX X. XXXXXXXX
Name:		Xxxxx X. XxXxxxxx
Title:		Director
SOVEREIGN BANK, N.A.
By:		/S/ XXXXXXX XXXX
Name:		Xxxxxxx Xxxx
Title:		Senior Vice President

[Signature Page to First Amendment to Loan Agreement]

HSBC Bank USA, National Association
By:		/S/ XXXXX X. XXXXXXX
Name:		Xxxxx X. Xxxxxxx
Title:		Senior Vice President
JPMORGAN CHASE BANK, N.A.
By:		/S/ XXXX X. XXXXXXXXX
Name:		Xxxx X. Xxxxxxxxx
Title:		Executive Director
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By:		/S/ XXXXX XXXXXXXX
Name:		Xxxxx Xxxxxxxx
Title:		Managing Director
By:		/S/ XXXX XXXX
Name:		Xxxx Xxxx
Title:		Vice President
Xxxxxxx Xxxxx Bank USA
By:		/S/ XXXXXXXX XXXXXXX
Name:		Xxxxxxxx Xxxxxxx
Title:		Authorized Signatory

[Signature Page to First Amendment to Loan Agreement]

MIZUHO BANK, LTD., as a Lender
By:		/S/ XXXXXXX XXXXXXX
Name:		Xxxxxxx Xxxxxxx
Title:		Deputy General Manager
Sumitomo Mitsui Banking Corporation
By:		/S/ XXXXX X. XXX
Name:		Xxxxx X. Xxx
Title:		Managing Director
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
By:		/S/ XXXXX XXXXXXX
Name:		Xxxxx Xxxxxxx
Title:		Executive Director
By:		/S/ XXXXXXXX XXXXXXX
Name:		Xxxxxxxx Xxxxxxx
Title:		Vice President
XXXXXX XXXXXXX BANK, N.A.
By:		/S/ XXXXXXXX XXXXXX
Name:		Xxxxxxxx Xxxxxx
Title:		Authorized Signatory

[Signature Page to First Amendment to Loan Agreement]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:		/S/ XXXX XXXXXX
Name:		Xxxx Xxxxxx
Title:		Director

[Signature Page to First Amendment to Loan Agreement]