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]