Exhibit






Exhibit 10.44
EXECUTION COPY


FOURTH AMENDMENT TO TERM LOAN AGREEMENT 
    
This Fourth Amendment to Term Loan Agreement (this “Amendment”) is made as of October 28, 2015, by and among AMERICAN TOWER CORPORATION, as Borrower (the “Borrower”), MIZUHO BANK, LTD. (successor to 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 October 29, 2013 (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 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.  


(a)The definition of “Eurodollar Rate” in Section 1.1 of the Loan Agreement is hereby amended by (i) deleting the phrase “British Bankers Association LIBOR Rate” and substituting therefor the phrase “ICE Benchmark Administration Settlement Rate”, (ii) deleting from the parenthetical 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 Eurodollar 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 “Term Loan Maturity Date” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:


“Term Loan Maturity Date” shall mean January 29, 2021, or such earlier date as payment of the Loans shall be due (whether by acceleration 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)    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 Borrower 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 Borrower or any Material Subsidiary Group which, together with all other such property of the Borrower 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;


(f) 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 Borrower 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 Borrower or any Material Subsidiary (other than the Obligations) in an aggregate principal amount exceeding $300,000,000.00;
 
3.     WAIVER; ASSIGNMENT.  The requirements of Sections 11.4 and 11.11(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 Loans as set forth in this Amendment.  Accordingly, after giving effect to this Amendment, only those Lenders listed on Schedule A to this Amendment shall have any Loans or be considered Lenders under the Loan Agreement, in such amounts as set forth on Schedule A.  The execution of this Amendment is evidence of the consent of the Borrower and the Administrative Agent to assignment of the Assignor’s Loans to the Assignees, as required pursuant to Section 11.4(b)(iii) of the Loan Agreement.


For an agreed consideration, each Lender whose Loans are reduced or terminated by giving effect to this Amendment (each, an “Assignor”) hereby irrevocably sells and assigns to each Lender whose Loans are 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 11.4(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 11.4(b)(i) of the Loan Agreement, (y) the requirement to pay the processing and recordation fees referenced in Section 11.4(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 Loans 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) 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 the assigned Loans subject 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 Borrower 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.
4.    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 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.


5.    EFFECTIVENESS. This Amendment shall become effective upon (a) the Administrative Agent receiving (i) this Amendment duly executed by the Borrower and all of the Lenders and (ii) a certificate of the Borrower dated as of the date hereof, including a true, complete and correct copy of the resolutions of the Borrower authorizing it to execute, deliver and perform this Amendment 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”).









6.    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.  


7.    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.


8.    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.


9.    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
	 
	MIZUHO BANK, LTD., as Administrative Agent and a Lender

	 
	 
	By:
	/s/ Bertram H. Tang

	 
	 
	Name:
	Bertram H. Tang

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	MIZUHO BANK (USA), as Administrative Agent and a Lender

	 
	 
	By:
	/s/ Bertram H. Tang

	 
	 
	Name:
	Bertram H. Tang

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	TORONTO DOMINION (TEXAS) LLC, as a Lender

	 
	 
	By:
	/s/ Alice Mare

	 
	 
	Name:
	Alice Mare

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	ROYAL BANK OF CANADA, as a Lender

	 
	 
	By:
	/s/ Alexander Oliver

	 
	 
	Name:
	Alexander Oliver

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Barclays Bank PLC, as a Lender

	 
	 
	By:
	/s/ Craig J. Malloy

	 
	 
	Name:
	Craig J. Malloy

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	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

	 
	 
	 
	 













	
				
	 
	 
	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

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	CoBank ACB, as a Lender

	 
	 
	By:
	/s/ Gary Franke

	 
	 
	Name:
	Gary Franke

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	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

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	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

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 













	
				
	 
	 
	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

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Sumitomo Mitsui Banking Corp., as a Lender

	 
	 
	By:
	/s/ David W. Kee

	 
	 
	Name:
	David W. Kee

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Goldman Sachs Bank USA, as a Lender

	 
	 
	By:
	/s/ Rebecca Kratz

	 
	 
	Name:
	Rebecca Kratz

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Fifth Third Bank, as a Lender

	 
	 
	By:
	/s/ Colin Murphy

	 
	 
	Name:
	Colin Murphy

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	First Hawaiian Bank, as a Lender

	 
	 
	By:
	/s/ Todd T. Nitta

	 
	 
	Name:
	Todd T. Nitta

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 

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

	 
	 
	By:
	/s/ Manuel Burgueno

	 
	 
	Name:
	Manuel Burgueno

	 
	 
	Title:
	Senior Vice President













	
				
	 
	 
	The Bank of East Asia, Limited, New York Branch, as a Lender

	 
	 
	By:
	/s/ James Hua

	 
	 
	Name:
	James Hua

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	By:
	/s/ Kitty Sin

	 
	 
	Name:
	Kitty Sin

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	City National Bank, as a Lender

	 
	 
	By:
	/s/ Diane Morgan

	 
	 
	Name:
	Diane Morgan

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as a Lender

	 
	 
	By:
	/s/ Yvette Hawkins

	 
	 
	Name:
	Yvette Hawkins

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Banco de Sabadell, S.A., Miami Branch, as a Lender

	 
	 
	By:
	/s/ Maurici Lladó

	 
	 
	Name:
	Maurici Lladó

	 
	 
	Title:
	Executive Director, Corporate & Investment Banking Americas

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Bank Hapoalim B.M., as a Lender

	 
	 
	By:
	/s/ Helen H. Gateson

	 
	 
	Name:
	Helen H. Gateson

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	By:
	/s/ Charles McLaughlin

	 
	 
	Name:
	Charles McLaughlin

	 
	 
	Title:
	Senior Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 













	
				
	 
	 
	AZB Funding 3, as a Lender

	 
	 
	By:
	/s/ Hiroshi Matsumoto

	 
	 
	Name:
	Hiroshi Matsumoto

	 
	 
	Title:
	Deputy General Manager

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	FUYO GENERAL LEASE (USA) INC., as a Lender

	 
	 
	By:
	/s/ Yoshihisa Amari

	 
	 
	Name:
	Yoshihisa Amari

	 
	 
	Title:
	President & COO

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	SANTANDER BANK N.A., as a Lender

	 
	 
	By:
	/s/ William Maag

	 
	 
	Name:
	William Maag

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	 
	 
	 

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

	 
	 
	By:
	/s/ Marie F. Harrison

	 
	 
	Name:
	Marie F. Harrison

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Agreed, and executed solely in its capacity as Assignor under Section 3 of the foregoing Amendment:

	 
	 
	 
	 

	 
	 
	CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as an Assignor 

	 
	 
	By:
	/s/ Jane S.C. Yang

	 
	 
	Name:
	Jane S.C. Yang

	 
	 
	Title:
	V.P. & General Manager

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Compass Bank, as an Assignor

	 
	 
	By:
	/s/ Raj Nambiar

	 
	 
	Name:
	Raj Nambiar

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 













	
				
	 
	 
	Lord Abbett Bond Debenture Fund, Inc., as an Assignor 

	 
	 
	By:
	Lord Abbett & Co LLC, As Investment Manager

	 
	 
	 
	 

	 
	 
	By:
	Jeffrey Lapin

	 
	 
	Name:
	Jeffrey Lapin

	 
	 
	Title:
	Portfolio Manager, Taxable Fixed Incom

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Mega International Commercial Bank Co., Ltd. New York Branch, as an Assignor 

	 
	 
	By:
	/s/ Ming - Che Yang

	 
	 
	Name:
	Ming - Che Yang

	 
	 
	Title:
	AVP & AGM

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	SunTrust, as an Assignor 

	 
	 
	By:
	/s/ Jason Crowley

	 
	 
	Name:
	Jason Crowley

	 
	 
	Title:
	VP