Exhibit






Exhibit 10.45
EXECUTION COPY


FIFTH AMENDMENT TO LOAN AGREEMENT 


This Fifth Amendment to Loan Agreement (this “Amendment”) is made as of October 28, 2015, 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 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.AMENDMENTS.  


(a)The definition of “Eurocurrency Rate” in Section 1.1 of the Loan Agreement is hereby amended by (i) deleting from subsection (a) the phrase “British Bankers Association LIBOR Rate” and substituting therefor the phrase “ICE Benchmark Administration Settlement Rate”, (ii) deleting from the parenthetical in subsection (a) the phrase “British Bankers Association” and substituting therefor the phrase “ICE Benchmark Administration” and (iii) adding to the end thereof a new proviso to read as follows:


; provided that if the Eurocurrency Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
(b)The definition of “Federal Funds Rate” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:


“Federal Funds Rate” shall mean, for any period, a fluctuating interest rate per annum equal for each day during such period to the rate published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York for overnight Federal funds transactions with members of the Federal Reserve System, or, if such rate is







not so published for any day that is a Business Day, the quotation for such day on such transactions received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
(c)     The definition of “Maturity Date” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:


“Maturity Date” shall mean June 28, 2019, or such earlier date as payment of the Loans shall be due (whether by acceleration, reduction of the Commitments to zero or otherwise).
(d)     The table in Section 2.3(f)(i) is hereby amended and restated in its entirety as follows:


	
				
	 
	Applicable Debt Rating
	LIBOR Advance 
Applicable Margin
	Base Rate Advance 
Applicable Margin

	A.
	> A- or A3
	1.000%
	0.000%

	B.
	BBB+ or Baa1
	1.125%
	0.125%

	C.
	BBB or Baa2
	1.250%
	0.250%

	D.
	BBB- or Baa3
	1.375%
	0.375%

	E.
	BB+ or Ba1
	1.625%
	0.625%

	F.
	< BB or Ba2
	2.000%
	1.000%






(e)     The table in Section 2.4(a)(i) is hereby amended and restated in its entity as follows:


	
			
	 
	Applicable Debt Rating
	Rate per Annum

	A.
	> A- or A3
	0.100%

	B.
	BBB+ or Baa1
	0.125%

	C.
	BBB or Baa2
	0.150%

	D.
	BBB- or Baa3
	0.200%

	E.
	BB+ or Ba1
	0.300%

	F.
	< BB or Ba2
	0.400%




 
(f)     Section 8.1(h) of the Loan Agreement is hereby amended and restated in its entirety as follows: 


(h) a judgment not covered by insurance or indemnification, where the indemnifying party has agreed to indemnify and is financially able to do so, shall be entered by any court against the Company or any Material Subsidiary Group for the payment of money which exceeds singly, or in the aggregate with other such judgments, $300,000,000.00, or a warrant of attachment or execution or similar process shall be issued or levied against property of the







Company or any Material Subsidiary Group which, together with all other such property of the Company or any Material Subsidiary Group subject to other such process, exceeds in value $300,000,000.00 in the aggregate, and if, within thirty (30) days after the entry, issue or levy thereof, such judgment, warrant or process shall not have been paid or discharged or stayed pending appeal or removed to bond, or if, after the expiration of any such stay, such judgment, warrant or process, shall not have been paid or discharged or removed to bond;
(g)     Section 8.1(j) of the Loan Agreement is hereby amended and restated in its entirety as follows:


(j) there shall occur (i) any acceleration of the maturity of any Indebtedness of the Company or any Material Subsidiary in an aggregate principal amount exceeding $300,000,000.00, or, as a result of a failure to comply with the terms thereof, such Indebtedness shall otherwise have become due and payable prior to its scheduled maturity; or (ii) any failure to make any payment when due (after any applicable grace period) with respect to any Indebtedness of the Company or any Material Subsidiary (other than the Obligations) in an aggregate principal amount exceeding $300,000,000.00;


3.     LETTER OF CREDIT COMMITMENTS.  By execution of this Amendment, each of the Issuing Banks, the Administrative Agent and the Company agree that the L/C Commitments, effective upon the effectiveness of this Amendment, shall be as set forth on Schedule A to this Amendment; provided that Barclays Bank PLC shall have no obligation to issue Commercial Letters of Credit. 


4.     WAIVER; ASSIGNMENT.  The requirements of Sections 12.4 and 12.12(c) of the Loan Agreement are hereby waived to the extent that such Sections require prior notice or execution and delivery of an assignment agreement to effect an assignment by any Lender that does not agree to extend its Revolving Loan Commitment as set forth in this Amendment.  Accordingly, after giving effect to this Amendment, only those Lenders listed on Schedule B to this Amendment shall have any Revolving Loan Commitment or be considered Lenders under the Loan Agreement, in such amounts as set forth on Schedule B.  The execution of this Amendment is evidence of the consent of the Company, the Swingline Lender, the Issuing Banks and the Administrative Agent to assignment of the Assignor’s Revolving Loan Commitments to the Assignees, as required pursuant to Section 12.4(b)(iii) of the Loan Agreement.


For an agreed consideration, each Lender whose Revolving Loan Commitment is reduced or terminated by giving effect to this Amendment (each, an “Assignor”) hereby irrevocably sells and assigns to each Lender whose Revolving Loan Commitment is increased (or created) by giving effect to this Amendment (each, an “Assignee”), and each Assignee hereby irrevocably purchases and assumes from each Assignor, subject to and in accordance with this Amendment and the Loan Agreement, as of the Amendment Effective Date (as defined below), the Assigned Interests (as defined below).  Such sales and assignments and purchases and assumptions shall be made, on







the terms set forth in Exhibit F to the Loan Agreement and shall comply with Section 12.4(b) of the Loan Agreement, notwithstanding any failure of such sales, assignments, purchases and assumptions to comply with (x) the minimum assignment requirement in Section 12.4(b)(i) of the Loan Agreement, (y) the requirement to pay the processing and recordation fees referenced in Section 12.4(b)(iv) of the Loan Agreement or (z) any requirement to execute and deliver an Assignment and Assumption in respect thereof.  Without limiting the generality of the foregoing, each Assignee hereby makes the representations, warranties and agreements required to be made under Section 1 of Annex A to Exhibit F to the Loan Agreement by an Assignee, with respect to the Assigned Interests being assigned or assumed by such Assignee hereunder.  Each sale and assignment hereunder is without recourse to any Assignor and, except as expressly provided in Section 1 of Annex A to Exhibit F to the Loan Agreement, without representation or warranty by any Assignor.
“Assigned Interest” means (i) all of the respective Assignors’ rights and obligations in their respective capacities as Lenders under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the Revolving Loan Commitments of the respective Assignors to the extent being assigned under this Agreement and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the respective Assignors (in their respective capacities as Lenders) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above.
On the Amendment Effective Date, subject to the terms and conditions set forth herein, (x) to the extent any Loans or funded Letter of Credit Liabilities are outstanding on such date, each Assignee purchasing and assuming Assigned Interests pursuant to paragraph (i) above shall pay the purchase price for such Assigned Interests (equal to the principal amount of such outstanding Loans and funded L/C Obligations with respect to such Assigned Interest) by wire transfer of immediately available funds to the Administrative Agent not later than 12:00 Noon (New York City time), (y) the Company shall pay all accrued and unpaid interest and fees and other amounts accrued to but excluding the Amendment Effective Date for the account of each Assignor in respect of such Assignor’s Assigned Interests (including such amount, if any, as would be payable pursuant to Section 2.9 of the Loan Agreement if the outstanding Loans of such Assignor were prepaid in their entirety on the date of consummation of the assignment of the Assigned Interests) by wire transfer of immediately available funds to the Administrative Agent not later than 12:00 Noon (New York City time) and (z) the Administrative Agent shall pay to each of the Assignors, out of the amounts received by the Administrative Agent pursuant to clauses (x) and (y) above, the purchase price for the Assigned Interests assigned by such Assignor, pursuant hereto and all unpaid interest and fees and other amounts accrued for the account of each Assignor to but excluding the Amendment Effective Date by wire transfer of immediately available funds to the







account designated by such Assignor to the Administrative Agent not later than 5:00 p.m. (New York City time) on the Amendment Effective Date.
5.     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.
    
6.     EFFECTIVENESS. This Amendment shall become effective upon (a) the Administrative Agent receiving this Amendment duly executed by the Company and all of the 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”).


7.     NO OTHER AMENDMENTS. Except as provided herein, each of the other provisions of the Loan Agreement shall remain in full force and effect and are hereby ratified and confirmed.  For the avoidance of doubt, the amendment of the definition of “Maturity Date” set forth herein shall not limit the option of the Company to renew the Revolving Loan Commitments as provided in Section 2.18 of the Loan Agreement.  


8.     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.


9.     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.


10.     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/ Leah Stearns

	 
	 
	Name:
	Leah Stearns

	 
	 
	Title:
	Senior Vice President, Treasurer and Investor Relations













	
				
	LENDERS
	 
	TORONTO DOMINION (TEXAS) LLC, as Administrative Agent and a Lender

	 
	 
	By:
	/s/ Alice Mare

	 
	 
	Name:
	Alice Mare

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Toronto Dominion Bank, New York Branch, as an Issuing Bank

	 
	 
	By:
	/s/ Robyn Zeller

	 
	 
	Name:
	Robyn Zeller

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	BANK OF AMERICA, N.A., as a Lender

	 
	 
	By:
	/s/ Marie F. Harrison

	 
	 
	Name:
	Marie F. Harrison

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Barclays Bank PLC, as a Lender

	 
	 
	By:
	/s/ Craig J. Malloy

	 
	 
	Name:
	Craig J. Malloy

	 
	 
	Title:
	Director

	 
	 
	 

	 
	 
	 
	 

	 
	 
	Citibank, N.A., as a Lender

	 
	 
	By:
	/s/ Michael Vondriska

	 
	 
	Name:
	Michael Vondriska

	 
	 
	Title:
	Vice President

	 
	 
	 

	 
	 
	 
	 

	 
	 
	JPMORGAN CHASE BANK, N.A., as a Lender

	 
	 
	By:
	/s/ Donatus O. Anusionwu

	 
	 
	Name:
	Donatus O. Anusionwu

	 
	 
	Title:
	Vice President

	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	MIZUHO BANK, LTD., as a Lender and Issuing Bank

	 
	 
	By:
	/s/ Bertram H. Tang

	 
	 
	Name:
	Bertram H. Tang

	 
	 
	Title:
	Authorized Signatory











	
				
	 
	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender

	 
	 
	By:
	/s/ Ola Anderssen

	 
	 
	Name:
	Ola Anderssen

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Morgan Stanley Bank, N.A., as a Lender

	 
	 
	By:
	/s/ Michael King

	 
	 
	Name:
	Michael King

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	ROYAL BANK OF CANADA, as a Lender

	 
	 
	By:
	/s/ Alexander Oliver

	 
	 
	Name:
	Alexander Oliver

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	COMMERZBANK AG, NEW YORK BRANCH, as a Lender

	 
	 
	By:
	/s/ Ignacio Campillo

	 
	 
	Name:
	Ignacio Campillo

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	 
	By:
	/s/ Tom Kang

	 
	 
	Name:
	Tom Kang

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	BNP Paribas, as a Lender

	 
	 
	By:
	/s/ Andrew Strait

	 
	 
	Name:
	Andrew Strait

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	 
	By:
	/s/ Raquel Latuff

	 
	 
	Name:
	Raquel Latuff

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	SANTANDER BANK N.A., as a Lender

	 
	 
	By:
	/s/ William Maag

	 
	 
	Name:
	William Maag

	 
	 
	Title:
	Managing 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:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	The Bank of Nova Scotia, as a Lender

	 
	 
	By:
	/s/ Rafael Tobon

	 
	 
	Name:
	Rafael Tobon

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Goldman Sachs Bank USA, as a Lender

	 
	 
	By:
	/s/ Rebecca Kratz

	 
	 
	Name:
	Rebecca Kratz

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender

	 
	 
	By:
	/s/ Veronica Incera

	 
	 
	Name:
	Veronica Incera

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	 
	By:
	/s/ Cara Younger

	 
	 
	Name:
	Cara Younger

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Sumitomo Mitsui Banking Corp., as a Lender

	 
	 
	By:
	/s/ David W. Kee

	 
	 
	Name:
	David W. Kee

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Fifth Third Bank, as a Lender

	 
	 
	By:
	/s/ Colin Murphy

	 
	 
	Name:
	Colin Murphy

	 
	 
	Title:
	Director











	
				
	 
	 
	CoBank ACB, as a Lender

	 
	 
	By:
	/s/ Gary Franke

	 
	 
	Name:
	Gary Franke

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	HSBC Bank USA, N.A., as a Lender

	 
	 
	By:
	/s/ Manuel Burgueno

	 
	 
	Name:
	Manuel Burgueno

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Societe Generale, as a Lender

	 
	 
	By:
	/s/ Linda Tam

	 
	 
	Name:
	Linda Tam

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Agreed, and executed solely in its capacity as Assignor under Section 4 of the foregoing Amendment:

	 
	 
	 
	 

	 
	 
	SunTrust, as an Assignor 

	 
	 
	By:
	/s/ Jason Crowley

	 
	 
	Name:
	Jason Crowley

	 
	 
	Title:
	VP

	 
	 
	 
	 













SCHEDULE A


L/C COMMITMENT AMOUNTS
	
		
	Entity
	L/C Commitment

	Toronto Dominion (Texas) LLC
	$50,000,000

	Bank of America, N.A.
	$50,000,000

	Barclays Bank PLC
	$50,000,000

	Citibank, N.A.
	$50,000,000

	Total
	$200,000,000













SCHEDULE B
REVOLVING LOAN COMMITMENT AMOUNTS
	
		
	Entity
	Revolving Loan Commitment

	Toronto Dominion (Texas) LLC
	$175,000,000

	Bank of America, N.A.
	$175,000,000

	Barclays Bank PLC
	$175,000,000

	Citibank, N.A.
	$175,000,000

	JPMorgan Chase Bank, N.A.
	$175,000,000

	Mizuho Bank, Ltd.
	$175,000,000

	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	$89,333,333

	Morgan Stanley Bank, N.A.
	$85,666,667

	Royal Bank of Canada
	$175,000,000

	Commerzbank AG, New York Branch
	$165,000,000

	BNP Paribas
	$160,000,000

	Santander Bank, N.A.
	$160,000,000

	Credit Agricole Corporate and Investment Bank
	$150,000,000

	The Bank of Nova Scotia
	$150,000,000

	Goldman Sachs Bank USA
	$125,000,000

	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
	$115,000,000

	Sumitomo Mitsui Banking Corporation
	$95,000,000

	Fifth Third Bank
	$85,000,000

	CoBank ACB
	$50,000,000

	HSBC Bank USA, National Association
	$50,000,000

	Societe Generale
	$45,000,000

	Total
	$2,750,000,000