Exhibit








Exhibit 10.56
EXECUTION COPY


SIXTH AMENDMENT TO LOAN AGREEMENT


This Sixth Amendment to Loan Agreement (this “Amendment”) is made as of November 28, 2018, 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 Amended and Restated Loan Agreement, dated as of September 19, 2014 (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 “Maturity Date” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:


“Maturity Date” shall mean January 31, 2024, or such earlier date as payment of the Loans shall be due (whether by acceleration, reduction of the Commitments to zero or otherwise). 
(b)The table in Section 2.3(f)(i) of the Loan Agreement is hereby amended and restated in its entirety as follows:


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

	A.
	> A-/A3/A-
	0.875 %
	0.000%

	B.
	BBB+/Baa1/BBB+
	1.000 %
	0.000%

	C.
	BBB/ Baa2/BBB
	1.125 %
	0.125%

	D.
	BBB-/Baa3/BBB-
	1.250 %
	0.250%

	E.
	BB+/ Ba1/BB+
	1.500 %
	0.500%

	F.
	< BB/ Ba2/BB
	1.750 %
	0.750%












(c)The table in Section 2.4(a)(i) of the Loan Agreement is hereby amended and restated in its entirety as follows:


	
			
	 
	Applicable Debt Rating
	Rate per Annum

	A.
	> A-/A3/A-
	0.1000 %

	B.
	BBB+/Baa1/BBB+
	0.1100 %

	C.
	BBB/ Baa2/BBB
	0.1250 %

	D.
	BBB-/Baa3/BBB-
	0.1750 %

	E.
	BB+/ Ba1/BB+
	0.2500 %

	F.
	< BB/ Ba2/BB
	0.3500 %






(d)Section 2.14 of the Loan Agreement is hereby amended by deleting the figure “$3,000,000,000” in clause (iii) and substituting therefor the figure “$3,250,000,000”.


(e)Section 7.1(g) of the Loan Agreement is hereby amended by deleting the figure “$2,250,000,000” and substituting therefor the figure “$2,500,000,000”. 


(f)Section 7.1(k) of the Loan Agreement is hereby amended by deleting the figure “$2,250,000,000” and substituting therefor the figure “$2,500,000,000”. 


(g)Section 8.1(h) of the Loan Agreement is hereby amended by deleting the figure “$300,000,000.00” in each instance where it appears and substituting therefor in each instance the figure “$400,000,000”.  


(h)Section 8.1(j) of the Loan Agreement is hereby amended by deleting the figure “$300,000,000.00” in each instance where it appears and substituting therefor in each instance the figure “$400,000,000”. 


(i)Section 10.1 of the Loan Agreement is hereby amended by designating the existing provisions of Section 10.1 as subsection “(1)” and by adding to the end thereof a new subsection “(2)” to read as follows:


(2)    If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (1)(b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (1)(b) have not arisen but either (w) the supervisor for the administrator of LIBOR has made a public statement that the administrator of LIBOR is insolvent (and there is no successor administrator that will continue publication of LIBOR), (x) the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of LIBOR), (y) the 








supervisor for the administrator of LIBOR has made a public statement identifying a specific date after which LIBOR will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of LIBOR or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR may no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.  Notwithstanding anything to the contrary in Section 12.12, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date such amendment is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment.  Until an alternate rate of interest shall be determined in accordance with this clause (2) (but, in the case of the circumstances described in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 10.1(2), only to the extent LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Request for Advance requesting a Conversion of any Base Rate Advance to, or continuation of any Base Rate Advance as, a LIBOR Advance shall be ineffective and (y) if any Request for Advance requests a LIBOR Advance, such Advance shall be made as an Base Rate Advance.  


3.COMMITMENT INCREASE.  The requirements of Section 2.14 of the Loan Agreement are hereby waived to the extent that such Section requires prior notice to effect an increase in the Revolving Loan Commitment of any Lender.  After giving effect to this Amendment, each of the Lenders party hereto agree that their respective Revolving Loan Commitments shall be as set forth on Schedule A.  The execution of this Amendment is evidence of the consent of the Company, the Swingline Lenders, the Issuing Banks and the Administrative Agent of each Lender’s Revolving Loan Commitment as set forth on Schedule A.  In addition to the increase of the Revolving Loan Commitments as provided in this Amendment, the Company may, over the term of the Loan Agreement, increase the Revolving Loan Commitments up to four times.  


4.WAIVER; ASSIGNMENT.  (a)  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 A to this Amendment shall have any Revolving Loan Commitment or be considered Lenders under the Loan Agreement, with Revolving Loan Commitments in such amounts as set forth on Schedule A.  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 each Assignor’s (as defined below) Revolving Loan Commitments to the Assignees (as defined below), as required pursuant to Section 12.4(b)(iii) of the Loan Agreement.


(b)    Each Lender whose Revolving Loan Commitment is reduced or terminated by giving effect to this Amendment (each, an “Assignor”) hereby irrevocably sells and assigns, at par, 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 1 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 1 to Exhibit F to the Loan Agreement, without representation or warranty by any Assignor.


(c)    “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.










(d)    On the Amendment Effective Date, subject to the terms and conditions set forth herein, (x) to the extent any Loans or funded L/C Obligations are outstanding on such date, each Assignee purchasing and assuming Assigned Interests pursuant to paragraph (b) 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.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]















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.


	
				
	COMPANY:
	 
	AMERICAN TOWER CORPORATION

	 
	 
	By:
	/s/ Thomas A. Bartlett

	 
	 
	Name:
	Thomas A. Bartlett

	 
	 
	Title:
	Executive Vice President and 

	 
	 
	 
	Chief Financial Officer










[Signature Page to Sixth Amendment to Loan Agreement]









	
				
	LENDERS
	 
	TORONTO DOMINION (TEXAS) LLC, as Administrative Agent 

	 
	 
	By:
	/s/ Shirley Choy

	 
	 
	Name:
	Shirley Choy

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	THE TORONTO-DOMINION BANK, New York Branch, as a Lender

	 
	 
	By:
	/s/ Shirley Choy

	 
	 
	Name:
	Shirley Choy

	 
	 
	Title:
	Authorized Signatory 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Mizuho Bank, Ltd., as a Lender

	 
	 
	By:
	/s/ Donna DeMagistris

	 
	 
	Name:
	Donna DeMagistris

	 
	 
	Title:
	Authorized Signatory 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Bank of America, N.A., as a Lender

	 
	 
	By:
	/s/ Kyle Oberkrom

	 
	 
	Name:
	Kyle Oberkrom

	 
	 
	Title:
	Associate 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	BARCLAYS BANK PLC, as a Lender

	 
	 
	By:
	/s/ Craig Malloy

	 
	 
	Name:
	Craig 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/ Inderjeet Aneja

	 
	 
	Name:
	Inderjeet Aneja

	 
	 
	Title:
	Vice President






[Signature Page to Sixth Amendment to Loan Agreement]









	
				
	 
	 
	MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as a Lender

	 
	 
	By:
	/s/ Matthew Hillman

	 
	 
	Name:
	Matthew Hillman

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	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

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. New York Branch, as a Lender

	 
	 
	By:
	/s/ Cara Younger

	 
	 
	Name:
	Cara Younger

	 
	 
	Title:
	Director 

	 
	 
	 
	 

	 
	 
	By:
	/s/ Miriam Trautmann

	 
	 
	Name:
	Miriam Trautmann

	 
	 
	Title:
	Sr. Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Lender

	 
	 
	By:
	/s/ Juan Galan

	 
	 
	Name:
	Juan Galan

	 
	 
	Title:
	Managing Director 

	 
	 
	 
	 

	 
	 
	By:
	/s/ Terence Corcoran

	 
	 
	Name:
	Terence Corcoran

	 
	 
	Title:
	Executive Director

	 
	 
	 
	 

	 
	 
	 
	 






[Signature Page to Sixth Amendment to Loan Agreement]









	
				
	 
	 
	THE BANK OF NOVA SCOTIA, as a Lender

	 
	 
	By:
	/s/ Laura Gimena

	 
	 
	Name:
	 

	 
	 
	Title:
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	SOCIETE GENERALE, as a Lender

	 
	 
	By:
	/s/ John Hogan

	 
	 
	Name:
	John Hogan

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Sumitomo Mitsui Banking Corp., as a Lender

	 
	 
	By:
	/s/ Katsuyuki Kubo

	 
	 
	Name:
	Katsuyuki Kubo

	 
	 
	Title:
	Managing Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	GOLDMAN SACHS BANK USA, as a Lender

	 
	 
	By:
	/s/ Rebecca Kratz

	 
	 
	Name:
	Rebecca Kratz

	 
	 
	Title:
	Authorized Signatory

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Commerzbank AG, New York Branch as a Lender

	 
	 
	By:
	/s/ Paolo de Alessandrini

	 
	 
	Name:
	Paolo de Alessandrini

	 
	 
	Title:
	TMT Sector Head

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	Commerzbank AG, New York Branch as a Lender

	 
	 
	By:
	/s/ Neil Kiernan

	 
	 
	Name:
	Neil Kiernan

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	FIFTH THIRD BANK, as a Lender

	 
	 
	By:
	/s/ Eric Oberfield

	 
	 
	Name:
	Eric Oberfield

	 
	 
	Title:
	Director

	 
	 
	 
	 






[Signature Page to Sixth Amendment to Loan Agreement]









	
				
	 
	 
	ING Capital LLC, as a Lender

	 
	 
	By:
	/s/ Valtin Gallani

	 
	 
	Name:
	Valtin Gallani

	 
	 
	Title:
	Director

	 
	 
	 

	 
	 
	By:
	/s/ Aimee Sunaryo

	 
	 
	Name:
	Aimee Sunaryo

	 
	 
	Title:
	Vice President

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	HSBC Bank USA, NA, as a Lender

	 
	 
	By:
	/s/ Brett Bonet

	 
	 
	Name:
	Brett Bonet

	 
	 
	Title:
	Director

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	 
	 








[Signature Page to Sixth Amendment to Loan Agreement]










SCHEDULE A
REVOLVING LOAN COMMITMENT AMOUNTS
	
				
	Entity
	Revolving Loan Commitment

	The Toronto-Dominion Bank, New York Branch
	

	$144,000,000.00
	


	Mizuho Bank, Ltd.
	144,000,000.00
	


	Bank of America, N.A.
	144,000,000.00
	


	Barclays Bank PLC
	144,000,000.00
	


	Citibank, N.A.
	144,000,000.00
	


	JPMorgan Chase Bank, N.A.
	144,000,000.00
	


	MUFG Bank, Ltd.
	86,400,000.00
	


	Morgan Stanley Bank, N.A.
	57,600,000.00
	


	Royal Bank of Canada
	144,000,000.00
	


	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
	115,000,000.00
	


	Banco Santander, S.A., New York Branch
	115,000,000.00
	


	The Bank of Nova Scotia
	115,000,000.00
	


	Societe Generale
	115,000,000.00
	


	Sumitomo Mitsui Banking Corp.
	115,000,000.00
	


	Goldman Sachs Bank USA
	93,000,000.00
	


	Commerzbank AG, New York Branch
	85,000,000.00
	


	Fifth Third Bank
	85,000,000.00
	


	ING Capital LLC
	85,000,000.00
	


	HSBC Bank USA, NA
	25,000,000.00
	


	Total:
	

	$2,100,000,000.00