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As Of Filer Filing For·On·As Docs:Size 2/25/21 American Tower Corp./MA 10-K 12/31/20 166:30M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.60M
2: EX-4.26 Instrument Defining the Rights of Security Holders HTML 200K
3: EX-10.28 Material Contract HTML 47K
4: EX-10.29 Material Contract HTML 710K
5: EX-10.30 Material Contract HTML 634K
6: EX-10.32 Material Contract HTML 82K
7: EX-10.39 Material Contract HTML 579K
8: EX-10.40 Material Contract HTML 57K
9: EX-10.41 Material Contract HTML 398K
10: EX-10.42 Material Contract HTML 335K
11: EX-10.43 Material Contract HTML 171K
12: EX-10.44 Material Contract HTML 530K
13: EX-10.45 Material Contract HTML 523K
14: EX-21 Subsidiaries List HTML 89K
15: EX-23 Consent of Expert or Counsel HTML 42K
16: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 48K
18: EX-32 Certification -- §906 - SOA'02 HTML 46K
25: R1 Cover HTML 120K
26: R2 Consolidated Balance Sheets HTML 162K
27: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
28: R4 Consolidated Statements of Operations HTML 141K
29: R5 Consolidated Statements of Operations HTML 45K
(Parenthetical)
30: R6 Consolidated Statements of Comprehensive Income HTML 83K
31: R7 Consolidated Statements of Comprehensive Income HTML 50K
(Loss) (Parenthetical)
32: R8 Consolidated Statements of Equity HTML 140K
33: R9 Consolidated Statements of Cash Flows HTML 152K
34: R10 Business and Summary of Significant Accounting HTML 178K
Policies
35: R11 Prepaid and Other Current Assets HTML 52K
36: R12 Property and Equipment HTML 78K
37: R13 Leases HTML 248K
38: R14 Goodwill and Other Intangible Assets HTML 102K
39: R15 Notes Receivable and Other Non-Current Assets HTML 50K
40: R16 Acquisitions HTML 110K
41: R17 Accrued Expenses HTML 56K
42: R18 Long-Term Obligations HTML 351K
43: R19 Other Non-Current Liabilities HTML 49K
44: R20 Asset Retirement Obligations HTML 53K
45: R21 Fair Value Measurements HTML 77K
46: R22 Income Taxes HTML 149K
47: R23 Stock-Based Compensation HTML 116K
48: R24 Redeemable Noncontrolling Interests HTML 66K
49: R25 Equity HTML 95K
50: R26 Other Operating Expenses HTML 66K
51: R27 Earnings Per Common Share HTML 66K
52: R28 Commitments and Contingencies HTML 54K
53: R29 Supplemental Cash Flow Information HTML 60K
54: R30 Business Segments HTML 285K
55: R31 Related Party Transactions HTML 45K
56: R32 Subsequent Events HTML 55K
57: R33 Schedule III - SCHEDULE OF REAL ESTATE AND HTML 96K
ACCUMULATED DEPRECIATION
58: R34 Business and Summary of Significant Accounting HTML 166K
Policies (Policies)
59: R35 Business and Summary of Significant Accounting HTML 129K
Policies (Tables)
60: R36 Prepaid and Other Current Assets (Tables) HTML 53K
61: R37 Property and Equipment (Tables) HTML 79K
62: R38 Leases (Tables) HTML 123K
63: R39 Goodwill and Other Intangible Assets (Tables) HTML 105K
64: R40 Notes Receivable and Other Non-Current Assets HTML 50K
(Tables)
65: R41 Acquisitions (Tables) HTML 101K
66: R42 Accrued Expenses (Tables) HTML 56K
67: R43 Long-Term Obligations (Tables) HTML 317K
68: R44 Other Non-Current Liabilities (Tables) HTML 49K
69: R45 Asset Retirement Obligations (Tables) HTML 53K
70: R46 Fair Value Measurements (Tables) HTML 67K
71: R47 Income Taxes (Tables) HTML 152K
72: R48 Stock-Based Compensation (Tables) HTML 116K
73: R49 Redeemable Noncontrolling Interests (Tables) HTML 60K
74: R50 Equity (Tables) HTML 94K
75: R51 Other Operating Expenses (Tables) HTML 66K
76: R52 Earnings Per Common Share (Tables) HTML 68K
77: R53 Supplemental Cash Flow Information (Tables) HTML 59K
78: R54 Business Segments (Tables) HTML 283K
79: R55 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 78K
POLICIES -Principles of Consolidation (Details)
80: R56 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 44K
POLICIES -Segments (Details)
81: R57 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 50K
POLICIES- Accounts Receivable and Deferred Rent
Asset (Details)
82: R58 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 50K
POLICIES - Changes in Allowances (Details)
83: R59 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 49K
POLICIES Net Foreign Currency Losses (Details)
84: R60 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 52K
POLICIES - Cash, Cash Equivalents, And Restricted
Cash (Details)
85: R61 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 48K
POLICIES -Property and Equipment (Details)
86: R62 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 47K
POLICIES - Goodwill and Other Intangible Assets
(Details)
87: R63 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 50K
POLICIES - Other Comprehensive Income (Loss))
(Details)
88: R64 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 51K
POLICIES -Revenue Narrative (Details)
89: R65 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 88K
POLICIES -Disaggregation of Revenue (Details)
90: R66 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 57K
POLICIES -Schedule of Non-lease Recievables
Contract Assets and Liabilities From Contracts
with Tenants (Details)
91: R67 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 44K
POLICIES -Rent Expense (Details)
92: R68 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 58K
POLICIES -Stock-Based Compensation (Details)
93: R69 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 48K
POLICIES -Retirement Plan (Details)
94: R70 Prepaid and Other Current Assets (Details) HTML 56K
95: R71 PROPERTY AND EQUIPMENT-Summary of Property and HTML 72K
Equipment Including Finance Lease Right-of-Use
Assets (Details)
96: R72 PROPERTY AND EQUIPMENT -Narrative (Details) HTML 47K
97: R73 PROPERTY AND EQUIPMENT -Schedule of Finance Lease HTML 57K
Assets Included in Property Plant and Equipment
(Details)
98: R74 LEASES -Narrative (Details) HTML 68K
99: R75 LEASES - Future Minimum Rental Receipts Expected HTML 57K
Under Operating Leases (Details)
100: R76 LEASES -Information About Other Lease-related HTML 58K
Balances (Details)
101: R77 LEASES -Schedule Of Weighted Average Lease Terms HTML 53K
And Discount Rates (Details)
102: R78 LEASES -Lease Costs (Details) HTML 46K
103: R79 LEASES -Supplemental Cash Flow Information HTML 55K
(Details)
104: R80 LEASES -Maturities Of Operating And Finance Leases HTML 91K
(Details)
105: R81 GOODWILL AND OTHER INTANGIBLE ASSETS -Changes In HTML 80K
The Carrying Value Of Goodwill (Details)
106: R82 GOODWILL AND OTHER INTANGIBLE ASSETS -Other HTML 68K
Intangible Assets Subject To Amortization
(Details)
107: R83 GOODWILL AND OTHER INTANGIBLE ASSETS -Narrative HTML 52K
(Details)
108: R84 GOODWILL AND OTHER INTANGIBLE ASSETS -Expected HTML 54K
Future Amortization Expenses (Details)
109: R85 Notes Receivable and Other Non-Current Assets HTML 48K
(Details)
110: R86 ACQUISITIONS -Merger and Integration Expenses HTML 46K
(Details)
111: R87 ACQUISITIONS -Narrative (Details) HTML 134K
112: R88 ACQUISITIONS - Schedule of Allocation of Purchase HTML 137K
and the Amount of Assets Acquired (Details)
113: R89 ACQUISITIONS -Pro Forma Information (Unaudited) HTML 54K
(Details)
114: R90 Accrued Expenses (Details) HTML 64K
115: R91 LONG-TERM OBLIGATIONS - Schedule of Outstanding HTML 344K
Amounts (Details)
116: R92 LONG-TERM OBLIGATIONS - Current Portion of Debt HTML 157K
and Bank Facilities Narrative (Details)
117: R93 LONG-TERM OBLIGATIONS -Schedule of Credit HTML 69K
Facilities (Details)
118: R94 LONG-TERM Debt OBLIGATIONS -Senior Notes (Details) HTML 176K
119: R95 LONG-TERM OBLIGATIONS - Outline of Key Terms HTML 178K
Related to Outstanding Senior Notes (Details)
120: R96 LONG-TERM DEBT OBLIGATIONS - Subsidiary Debt HTML 98K
Narrative (Details)
121: R97 LONG-TERM OBLIGATIONS -Schedule of India HTML 57K
Indebtedness (Details)
122: R98 LONG-TERM OBLIGATIONS - Schedule of Other HTML 112K
Subsidiary Debt (Details)
123: R99 LONG-TERM OBLIGATIONS - InSite Debt Narrative HTML 54K
(Details)
124: R100 LONG-TERM OBLIGATIONS - Schedule of InSite Debt HTML 75K
Key Terms (Details)
125: R101 LONG-TERM OBLIGATIONS - Finance Lease Obligations HTML 44K
Narrative (Details)
126: R102 LONG-TERM OBLIGATIONS -Maturities of Long Term HTML 65K
Debt (Details)
127: R103 Other Non-Current Liabilities (Details) HTML 49K
128: R104 ASSET RETIREMENT OBLIGATIONS -Changes In Carrying HTML 56K
Value Of Asset Retirement Obligations (Details)
129: R105 ASSET RETIREMENT OBLIGATIONS -Narrative (Details) HTML 44K
130: R106 FAIR VALUE MEASUREMENTS -Assets And Liabilities HTML 69K
Measured At Fair Value On a Recurring Basis
(Details)
131: R107 FAIR VALUE MEASUREMENTS -Narrative (Details) HTML 123K
132: R108 INCOME TAXES -Income Tax Provision From Continuing HTML 64K
Operations (Details)
133: R109 INCOME TAXES -Narrative (Details) HTML 73K
134: R110 INCOME TAXES - Reconciliation Between The U.S. HTML 62K
Statutory Rate And The Effective Rate From
Continuing Operations (Details)
135: R111 Income Taxes (Components Of Income From Continuing HTML 51K
Operations Before Income Taxes And Income On
Equity Method Investments) (Details)
136: R112 INCOME TAXES- Components Of The Net Deferred Tax HTML 81K
Asset And Related Valuation Allowance (Details)
137: R113 INCOME TAXES - Valuation Allowance Activity HTML 50K
(Details)
138: R114 INCOME TAXES - Net Operating Loss Carryforwards HTML 61K
Expire (Details)
139: R115 INCOME TAXES - Reconciliation Of The Beginning And HTML 59K
Ending Amount Of Unrecognized Tax Benefits
(Details)
140: R116 STOCK-BASED COMPENSATION -Narrative (Details) HTML 92K
141: R117 STOCK-BASED COMPENSATION -Summary Of Stock-based HTML 54K
Compensation Expenses (Details)
142: R118 Stock-Based Compensation (Summary Of The Company's HTML 96K
Option Activity) (Details)
143: R119 Stock-Based Compensation -Schedule Of Options HTML 85K
Outstanding (Details)
144: R120 STOCK-BASED COMPENSATION -Summary Of Restricted HTML 101K
Stock Activity (Details)
145: R121 REDEEMABLE NONCONTROLLING INTERESTS -Narrative HTML 92K
(Details)
146: R122 REDEEMABLE NONCONTROLLING INTERESTS -Changes In HTML 60K
Redeemable Noncontrolling Interest (Details)
147: R123 EQUITY-Narrative (Details) HTML 76K
148: R124 EQUITY -Distributions Declared (Detail) HTML 77K
149: R125 Other Operating Expenses (Details) HTML 54K
150: R126 OTHER OPERATING EXPENSES-Impairment Charges HTML 58K
(Details)
151: R127 EARNINGS PER COMMON SHARE -Schedule Of Earnings HTML 77K
Per Basic And Diluted By Common Class (Details)
152: R128 EARNINGS PER COMMON SHARE -Schedule Of Shares HTML 50K
Excluded From Computation Of Earnings Per Share
(Details)
153: R129 Commitments and Contingencies (Narrative) HTML 72K
(Details)
154: R130 Supplemental Cash Flow Information - (Details) HTML 65K
155: R131 BUSINESS SEGMENTS -Narrative (Details) HTML 44K
156: R132 BUSINESS SEGMENTS -Summarized Segment Financial HTML 143K
Information (Details)
157: R133 BUSINESS SEGMENTS -Additional Information Relating HTML 64K
to the Company's Operating Segments (Details)
158: R134 BUSINESS SEGMENTS -Summary of Geographic HTML 117K
Information (Details)
159: R135 BUSINESS SEGMENTS -Major Customers (Details) HTML 54K
160: R136 Subsequent Events (Details) HTML 125K
161: R137 Schedule III - SCHEDULE OF REAL ESTATE AND HTML 58K
ACCUMULATED DEPRECIATION -Schedule of Real Estate
and Accumulated Depreciation (Details)
162: R138 Schedule III - SCHEDULE OF REAL ESTATE AND HTML 90K
ACCUMULATED DEPRECIATION -Activity of real Estate
and Accumulated Depreciation (Details)
164: XML IDEA XML File -- Filing Summary XML 302K
24: XML XBRL Instance -- amt-20201231_htm XML 6.88M
163: EXCEL IDEA Workbook of Financial Reports XLSX 238K
20: EX-101.CAL XBRL Calculations -- amt-20201231_cal XML 494K
21: EX-101.DEF XBRL Definitions -- amt-20201231_def XML 1.75M
22: EX-101.LAB XBRL Labels -- amt-20201231_lab XML 3.59M
23: EX-101.PRE XBRL Presentations -- amt-20201231_pre XML 2.39M
19: EX-101.SCH XBRL Schema -- amt-20201231 XSD 416K
165: JSON XBRL Instance as JSON Data -- MetaLinks 738± 1.14M
166: ZIP XBRL Zipped Folder -- 0001053507-21-000026-xbrl Zip 1.78M
| HTML |
Exhibit 10.32
EXECUTION VERSION
FIRST AMENDMENT TO TERM LOAN AGREEMENT
This First Amendment to Term Loan Agreement (this “Amendment”) is made as of February 10, 2021, by and among AMERICAN TOWER CORPORATION, as Borrower (the “Borrower”), MIZUHO BANK, LTD., 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 Amended and Restated Term Loan Agreement, dated as of December 20, 2019 (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 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. AMENDMENTS. Upon the effectiveness of this Amendment, the Loan Agreement is amended as follows (as so amended, the “Amended Loan Agreement”).
(a) Section 1.1 of the Loan Agreement is amended to add the following new defined terms in the appropriate alphabetical order:
“Affected Financial Institution” shall mean (a) any EEA Financial Institution, or (b) any UK Financial Institution.
“Europe Acquisition” shall mean the acquisitions by the Buyer as contemplated by the Europe Acquisition Agreement in effect as of January 13, 2021.
“Europe Acquisition Agreement” shall mean the Agreement for the Sale and Purchase of the Towers Europe Division of Telxius Telecom, S.A. dated January 13, 2021 between the Seller and Buyer.
“Latam Acquisition” shall mean the acquisitions by the Buyer as contemplated by the Latam Acquisition Agreement in effect as of January 13, 2021.
“Latam Acquisition Agreement” shall mean the Agreement for the Sale and Purchase of the Towers Latam Division of Telxius Telecom, S.A. dated January 13, 2021 between the Seller and Buyer.
“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Specified Acquisition” shall mean the Europe Acquisition or the Latam Acquisition.
“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
(b) Section 1.1 of the Loan Agreement is amended to amend and restate the following defined terms in their entirety:
“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” shall mean, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Designated Person” shall mean a person or entity (a) listed in the annex to, or otherwise subject to the provisions of, any Executive Order (as defined in the definition of “Sanctions Laws and Regulations”), (b) named as a “Specifically Designated National and Blocked Person” on the most current list published by the U.S. Department of the Treasury Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list (the “SDN List”), (c) any Person listed in any Sanctions-related list of designated Persons maintained by the United Nations Security Council, the European Union, the United Kingdom or any EU member state, (d) any Person operating, organized or resident in a Sanctioned Country or (e) in which an entity or person on the SDN List (or any combination of such entities or persons) has 50% or greater direct or indirect ownership interest or that is otherwise controlled, directly or indirectly, by an entity or person on the SDN List (or any combination of such entities or persons).
“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of
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an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Write-Down and Conversion Powers” shall mean (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
(c) Section 4.1(n) of the Loan Agreement is amended and restated in its entirety as follows:
Designated Persons; Sanctions Laws and Regulations. Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any of their respective directors or officers is a Designated Person. The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower, its directors, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations, in each case, in all material respects.
(d) Section 7.1(g) of the Loan Agreement is amended to replace the word “$2,500,000,000” with “$3,000,000,000”.
(e) Section 7.1(j) of the Loan Agreement is amended to delete the word “and” at the end thereof.
(f) Section 7.1(k) of the Loan Agreement is amended to replace the word “$2,500,000,000” with “$3,000,000,000” and to delete the word “and” at the end thereof.
(g) Section 7.1(l) of the Loan Agreement is amended to replace the period at the end thereof with the words “; and”, and to add a new Section 7.1(m) at the end thereof, which shall read as follows:
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“(m) Unsecured Indebtedness incurred by the Borrower to finance all or a portion of the Latam Acquisition and/or the Europe Acquisition.”
(h) Section 7.6 of the Loan Agreement is amended and restated in its entirety as follows:
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 6.00 to 1.00; provided that in lieu of the foregoing, for any such date occurring after a Qualified Acquisition (as defined below) and on or prior to the last day of the fourth full fiscal quarter of the Borrower after the consummation of such Qualified Acquisition, the Borrower will not permit such ratio as of such date to exceed (i) if such Qualified Acquisition is the first Specified Acquisition that is consummated, 7.50 to 1.00 or (ii) otherwise, 7.00 to 1.00.
“Qualified Acquisition” means an Acquisition by the Borrower or any Subsidiary which has been designated to the Lenders by an authorized officer of the Borrower as a “Qualified Acquisition” so long as, on a pro forma basis after giving effect to such Acquisition, the ratio of Total Debt to Adjusted EBITDA as of the last day of the most recently ended fiscal quarter of the Borrower (for which financial statements have been delivered pursuant to Section 6.1 or 6.2) prior to such acquisition would be no less than 5.00 to 1.00; provided that (i) no such designation may be made with respect to any Acquisition prior to the end of the fourth full fiscal quarter following the completion of the most recently consummated Qualified Acquisition unless the ratio of Total Debt to Adjusted EBITDA as of the last day of the most recently ended fiscal quarter of the Borrower (for which financial statements have been delivered pursuant to Section 6.1 or 6.2) prior to the consummation of such Acquisition was no greater than 5.50 to 1.00, (ii) the aggregate consideration for such Acquisition (including the aggregate principal amount of any Indebtedness assumed thereby) is equal to or greater than $850,000,000 and (iii) the Borrower may designate no more than three (3) such Acquisitions (which shall be deemed to include the first Specified Acquisition that is consummated) as a “Qualified Acquisition” during the term of this Agreement.
(i) Section 7.10 of the Loan Agreement is amended and restated in its entirety as follows:
The Borrower shall not, nor shall the Borrower permit any of its Subsidiaries to, use the proceeds of any Loan directly, or to the Borrower’s knowledge indirectly, to fund any operations in, finance any investments or activities in, or make any payments to a Designated Person or a Sanctioned Country, in material violation of Anti-Corruption Laws or in any manner that would result in the violation by any party hereto of any Sanctions Laws and Regulations.
(j) Section 8.1(h) of the Loan Agreement is amended to replace the two references to the word “$400,000,000” with “$500,000,000”.
(k) Section 8.1(j) of the Loan Agreement is amended to replace the two references to the word “$400,000,000” with “$500,000,000”.
(l) Section 11.20 of the Loan Agreement is amended and restated in its entirety as follows:
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Section 11.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any other Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or
(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any applicable Resolution Authority.
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 Amended 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, 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:
(a) the Administrative Agent receiving this Amendment duly executed by the Borrower and the Majority Lenders; and
(b) the payment in full of all fees and expenses required to be paid in connection with this Amendment to the Administrative Agent and the Lenders (the date such conditions are satisfied is the “Amendment Effective Date”).
5. 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. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations
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on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.
6. 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.
7. 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.
[REMAINDER OF 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 above written.
| BORROWER: |
AMERICAN TOWER CORPORATION | |||
| By:/s/RODNEY M. SMITH | ||||
| Name: Rodney M. Smith | ||||
| Title: Executive Vice President, Chief Financial Officer and Treasurer | ||||
[Signature Page to First Amendment to A&R Term Loan Agreement]
| MIZUHO BANK, LTD., | ||
| as Administrative Agent | ||
| By:/s/TRACY RAHN | ||
| Name: Tracy Rahn | ||
| Title: Executive Director | ||
| BANK OF AMERICA, N.A., | ||
| as Lender | ||
| By:/s/KYLE OBERKROM | ||
| Name: Kyle Oberkrom | ||
| Title: Vice President | ||
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH, | ||
| as Lender | ||
| By:/s/ANNIE DORVAL | ||
| Name: Annie Dorval | ||
| Title: Authorized Signatory | ||
| BARCLAYS BANK PLC, | ||
| as Lender | ||
| By:/s/MARTIN CORRIGAN | ||
| Name: Martin Corrigan | ||
| Title: Vice President | ||
| JPMorgan Chase Bank, N.A., | ||
| as Lender and Joint Lead Arranger | ||
| By:/s/JOHN KOWALCZUK | ||
| Name: John Kowalczuk | ||
| Title: Executive Director | ||
[Signature Page to First Amendment to A&R Term Loan Agreement]
| BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, | ||
| as Lender | ||
| By:/s/BRIAN CROWLEY | ||
| Name: Brian Crowley | ||
| Title: Managing Director | ||
| By:/s/MIRIAM TRAUTMANN | ||
| Name: Miriam Trautmann | ||
| Title: Senior Vice President | ||
| MUFG Bank, Ltd., | ||
| as Lender | ||
| By:/s/MARLON MATHEWS | ||
| Name: Marlon Mathews | ||
| Title: Director | ||
| SOCIÉTÉ GÉNÉRALE, | ||
| as Lender | ||
| By:/s/SHELLY YU | ||
| Name: Shelley Yu | ||
| Title: Director | ||
| Sumitomo Mitsui Banking Corporation, | ||
| as a Lender | ||
| By:/s/MICHAELMAGUIRE | ||
| Name: Michael Maguire | ||
| Title: Managing Director | ||
| THE BANK OF NOVA SCOTIA, | ||
| as Lender | ||
| By:/s/MICHELLE C. PHILLIPS | ||
| Name: Michelle C. Phillips | ||
| Title: Managing Director | ||
[Signature Page to First Amendment to A&R Term Loan Agreement]
| GOLDMAN SACHS BANK USA, | ||
| as Lender | ||
| By:/s/ THOMAS M. MANNING | ||
| Name: Thomas M. Manning | ||
| Title: Authorized Signatory | ||
| ING Capital LLC, | ||
| as Lender | ||
| By:/s/PIM ROTHWEILER | ||
| Name: Pim Rothweiler | ||
| Title: Managing Director | ||
| By:/s/SHIRIN FOZOUNI | ||
| Name: Shirin Fozouni | ||
| Title: Director | ||
| STANDARD CHARTERED BANK, | ||
| as Lender | ||
| By:/s/JAMES BECK | ||
| Name: James Beck | ||
| Title: Associate Director | ||
| PNC Bank, National Association, | ||
| as Lender | ||
| By:/s/BRANDON K. FIDDLER | ||
| Name: Brandon K. Fiddler | ||
| Title: Senior Vice President | ||
| CoBank, ACB, as a Lender | ||
| By:/s/GLORIA HANCOCK | ||
| Name: Gloria Hancock | ||
| Title: Managing Director | ||
[Signature Page to First Amendment to A&R Term Loan Agreement]
| BANCO DE SABADELL, S.A. MIAMI BRANCH, | ||
| as Lender | ||
| By:/s/ENRIQUE CASTILLO | ||
| Name: Enrique Castillo | ||
| Title: Head of Corporate Banking | ||
| American Savings Bank, F.S.B., | ||
| as Lender | ||
| By:/s/CYD MIYASHIRO | ||
| Name: Cyd Miyashiro | ||
| Title: Vice President | ||
| CITY NATIONAL BANK, | ||
| as Lender | ||
| By:/s/DIANE MORGAN | ||
| Name: Diane Morgan | ||
| Title: Vice President | ||
| People’s United Bank, National Association, | ||
| as Lender | ||
| By:/s/KATHRYN WILLIAMS | ||
| Name: Kathryn Williams | ||
| Title: SVP | ||
| U.S. Bank National Association, | ||
| as Lender | ||
| By:/s/PAUL WEISSENBERGER | ||
| Name: Paul Weissenberger | ||
| Title: Senior Vice President | ||
[Signature Page to First Amendment to A&R Term Loan Agreement]
| Bank of Communications Co., Ltd., | ||
| New York Branch, | ||
| as a Lender | ||
| By:/s/Xuetao WANG | ||
| Name: Xuetao Wang | ||
| Title: Senior Vice President | ||
[Signature Page to First Amendment to A&R Term Loan Agreement]
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/25/21 | 4, 8-K | ||
| 2/10/21 | 8-K, SC 13G/A | |||
| 1/13/21 | 8-K | |||
| For Period end: | 12/31/20 | 5 | ||
| 12/20/19 | 8-K | |||
| List all Filings | ||||