EX-10.7



 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/ 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	 		 		 	TORONTO DOMINION (TEXAS) LLC, as Administrative Agent and a Lender
					
		 		 		 	By:	 	 /S/ DEBI YASIN

		 		 		 	Name:	 	Debi Yasin
		 		 		 	Title:	 	Authorized Signatory
				
		 		 		 	TORONTO DOMINION BANK,
		 		 		 	As an Initial Issuing Bank
					
		 		 		 	By:	 	 /S/ ROBIN ZELLER

		 		 		 	Name:	 	Robin Zeller
		 		 		 	Title:	 	Vice President
				
		 		 		 	Bank of America, N.A.
					
		 		 		 	By:	 	 /S/ JAY D. MARQUIS

		 		 		 	Name:	 	Jay D. Marquis
		 		 		 	Title:	 	Director
				
		 		 		 	BARCLAYS BANK PLC
					
		 		 		 	By:	 	 /S/ NOAM AZACHI

		 		 		 	Name:	 	Noam Azachi
		 		 		 	Title:	 	Vice President
				
		 		 		 	CITIBANK, N.A., as a Lender
					
		 		 		 	By:	 	 /S/ AQMAR MUNIRA MOHAMMAD
MUSADEK

		 		 		 	Name:	 	Aqmar Munira Mohammad Musadek
		 		 		 	Title:	 	Vice President


  
 [Signature Page to First
Amendment to Loan Agreement] 








 
			
	BNP Paribas
		
	By:	 	 /S/ BARBARA NASH

	Name:	 	Barbara Nash
	Title:	 	Managing Director
		
	By:	 	 /S/ BERANGERE ALLEN

	Name:	 	Berangere Allen
	Title:	 	Director
	
	 ROYAL BANK OF CANADA,
 as
Lender

		
	By:	 	 /S/ D.W. SCOTT JOHNSON

	Name:	 	D.W. Scott Johnson
	Title:	 	Authorized Signatory
	
	THE ROYAL BANK OF SCOTLAND PLC, as a Lender
		
	By:	 	 /S/ TYLER J. MCCARTHY

	Name:	 	Tyler J. McCarthy
	Title:	 	Director
	
	SOVEREIGN BANK, N.A.
		
	By:	 	 /S/ WILLIAM MAAG

	Name:	 	William Maag
	Title:	 	Senior Vice President



  
 [Signature Page to First
Amendment to Loan Agreement] 








 
			
	HSBC Bank USA, National Association
		
	By:	 	 /S/ DAVID A. CARROLL

	Name:	 	David A. Carroll
	Title:	 	Senior Vice President
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /S/ JOHN G. KOWALCZUK

	Name:	 	John G. Kowalczuk
	Title:	 	Executive Director
	
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
		
	By:	 	 /S/ TANYA CROSSLEY

	Name:	 	Tanya Crossley
	Title:	 	Managing Director
		
	By:	 	 /S/ JILL WONG

	Name:	 	Jill Wong
	Title:	 	Vice President
	
	Goldman Sachs Bank USA
		
	By:	 	 /S/ MICHELLE LATZONI

	Name:	 	Michelle Latzoni
	Title:	 	Authorized Signatory



  
 [Signature Page to First
Amendment to Loan Agreement] 








 
			
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	 /S/ RAYMOND VENTURA

	Name:	 	Raymond Ventura
	Title:	 	Deputy General Manager
	
	Sumitomo Mitsui Banking Corporation
		
	By:	 	 /S/ DAVID W. KEE

	Name:	 	David W. Kee
	Title:	 	Managing Director
	
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
		
	By:	 	 /S/ BRIAN CROWLEY

	Name:	 	Brian Crowley
	Title:	 	Executive Director
		
	By:	 	 /S/ MAURICIO BENITEZ

	Name:	 	Mauricio Benitez
	Title:	 	Vice President
	
	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /S/ SHERRESE CLARKE

	Name:	 	Sherrese Clarke
	Title:	 	Authorized Signatory



  
 [Signature Page to First
Amendment to Loan Agreement] 








 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	 /S/ JOSE CARLOS

	Name:	 	Jose Carlos
	Title:	 	Director



  
 [Signature Page to First
Amendment to Loan Agreement]