NOTICE OF INCREMENTAL FACILITY COMMITMENT



  
 Exhibit 10.20

  
 NOTICE OF INCREMENTAL FACILITY COMMITMENT

  
 THIS NOTICE OF INCREMENTAL FACILITY COMMITMENT is made by
and among AMERICAN TOWER, L.P., a Delaware limited partnership (“AT LP”), AMERICAN TOWERS, INC., a Delaware corporation (“AT Inc.”), AMERICAN TOWER, LLC, a Delaware limited liability company
(“AT LLC”) and AMERICAN TOWER INTERNATIONAL, INC., a Delaware corporation (collectively, with AT LP, AT Inc., and AT LLC, the “Borrowers”), in connection with that Second Amended and Restated Loan Agreement
dated as of February 21, 2003 (as amended, modified, restated and supplemented from time to time, the “Loan Agreement”) by and among the Borrowers, the Lenders signatory thereto, the Issuing Bank (as defined therein) and TORONTO
DOMINION (TEXAS), INC., as administrative agent (the “Administrative Agent”), and the financial institutions signatory hereto (the “Term Loan C Lenders” and collectively, together with the Lenders signatory to
the Loan Agreement and any other financial institutions which hereafter become ‘Lenders’ under the Loan Agreement, the “Lenders”): 
  
 1. The Borrowers have obtained an agreement to provide a term loan (the “Term Loan C Loan”) pursuant to an Incremental Facility
Commitment (“Term Loan C Loan Commitment”) in the aggregate amount of TWO HUNDRED SIXTY-SEVEN MILLION AND 00/100s DOLLARS ($267,000,000.00) from the Term Loan C Lenders in such amounts as set forth in Schedule 1 attached
hereto. The Applicable Margins for Incremental Facility Advances under the Term Loan C Loan Commitment, and the terms for repayment of the Term Loan C Loan are set forth on Schedule 2 attached hereto. 
  
 2. The Borrowers hereby certify that all of the representations and
warranties of the Borrowers under the Loan Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Restricted Subsidiaries), are on the date hereof, and will be as of the
effective date of such Term Loan C Loan Commitment, true and correct in all material respects, both before and after giving effect to the Term Loan C Loan, and after giving effect to any updates to information provided to the Lenders in accordance
with the terms of such representations and warranties. 
  
 3. The
Borrowers hereby certify that there does not exist, on this date, and there will not exist after giving effect to the Term Loan C Loan, any Default or Event of Default under the Loan Agreement. 
  
 4. In addition, for the purposes of the Term Loan C Lenders and any other
holders of Term Loan C Loans (including any successors and assigns of the Term Loan C Lenders pursuant to the Loan Agreement), Sections 7.6(f), 7.6(g), 7.7(f), 8.1(q), 8.1(s) and 11.20 of the Loan Agreement shall be as follows: 
  
 A. Section 7.6(f), Investments and Acquisitions,
shall be amended to be as follows: 
  
 “(f)
all Investments made by the Borrowers and their Subsidiaries in the Verestar Entities on or prior to August 29, 2003; and” 
  

 1 








 B. The following new Section 7.6(g), Investments and Acquisitions, shall be
inserted after Section 7.6(f): 
  
 “(g)
subject to Section 7.1(e) hereof, make any loan or advance to, or otherwise acquire evidence of Indebtedness, capital stock or other securities or other assets or property of, any Borrower or Restricted Subsidiary.” 
  
 C. The following Section 7.7(f), Restricted Payments,
shall be deleted: 
  
 “(f) distributions to
the Parent to make payments in an aggregate amount not to exceed $10,000,000.00 (which amounts shall be deemed to be Investments for the purposes of Section 7.6(f) hereof) in satisfaction of the Guaranties of the Parent of the obligations of the
Verestar Entities set forth on Schedule 1 attached to the First Amendment.” 
  
 D. Section 8.1(p), Events of Default, shall be amended to be as follows: 
  
 “(p) the Parent shall incur or permit to remain
outstanding any Indebtedness for Money Borrowed other than (i) the Convertible Notes, (ii) the Senior Notes due 2009, (iii) [intentionally omitted], (iv) that certain Guaranty Agreement dated as of February 10, 2000 made by the Parent in favor of TV
Azteca and Television Azteca, S.A. de C.V., a sociedad anonima de capital variable organized under the laws of Mexico, (v) that certain Guaranty dated November 30, 1999 made by the Parent in favor of ICG Holdings, (vi) that certain guaranty made by
the Parent of the Indebtedness under the 2003 Senior Subordinated Discount Notes, (vii) any guaranty by the Parent of the Obligations, (viii) Indebtedness under any refinancing of the 2003 Senior Subordinated Discount Notes or the November 2003
Senior Subordinated Notes (so long as such refinancing is in an amount not exceeding the accreted value or principal amount, as applicable, of the Indebtedness being refinanced (plus the amount of any premiums required by the terms of such
Indebtedness) and the terms thereof are no less favorable in any material respect to the Lenders than the Indebtedness being refinanced (although such refinanced Indebtedness may require cash payments of interest; provided, however,
that any Restricted Payments necessary to make payments on such Indebtedness shall be subject to Section 7.7 hereof), (ix) (A) subject to compliance with Section 2.7(b)(v)(B) hereof, additional Indebtedness; provided that (1) such
Indebtedness shall have terms no less favorable in any material respect to the Lenders than the Indebtedness described in clause (ii) hereof, (2) except to the extent applied pursuant to Section 2.7(b)(v)(B) hereof or promptly used to refinance
Indebtedness of the Parent, the net proceeds of such Indebtedness shall be held in a blocked account on which the Administrative Agent shall have a Lien for the benefit of the Lenders and shall be used solely to refinance Indebtedness of the Parent
(including, with respect to any Indebtedness issued to refinance the Convertible Notes or the Senior Notes due 

  

 2 








 
2009, any premiums that would be required to be paid as set forth in the indentures for such Indebtedness being refinanced) or the Loans, and (3) any portion
of the net proceeds of such Indebtedness which is in the blocked account on the earlier of (i) the date set forth in a notice delivered by the Borrowers to the Administrative Agent within five (5) Business Days after the date of the incurrence of
such Indebtedness (which date in no event shall extend beyond the sixtieth (60th) day following the incurrence of such Indebtedness) and (ii) the occurrence of a Trigger Event shall be paid to the Administrative Agent and applied to the Loans as
required by Section 2.7(b)(v)(B) hereof (and shall be treated as an equity contribution to the Borrowers), and (B) any refinancing of the foregoing the net cash proceeds of which do not exceed the outstanding principal amount of the Indebtedness
being refinanced on the date of such refinancing and otherwise having terms no less favorable in any material respect to the Lenders than the Indebtedness described in clause (ii) hereof, and (x) that certain guaranty made by the Parent of the
Indebtedness under the November 2003 Senior Subordinated Notes;” 
  
 E. Section 8.1(q), Events of Default, shall be amended to be as follows: 
  
 “(q) the Parent shall issue or sell any Capital Stock, the net cash proceeds, if any, of which are not contributed as equity to the
Borrowers, other than Capital Stock (i) issued in connection with an Acquisition permitted hereunder; (ii) the net proceeds of which are in an amount not exceeding $2,000,000 in the aggregate after January 6, 2000 and result from the sale of
securities in connection with any employee stock option plan of the Parent or any of its Subsidiaries; and (iii) the net cash proceeds of which are deposited into and held in an account on which the Administrative Agent shall have a lien for the
benefit of the Lenders until the use of all or any portion thereof from time to time by the Parent for any corporate purpose;” 
  
 F. The following Section 8.1(s), Events of Default, shall be deleted: 
  
 “(s) the failure of the Parent or Verestar, Inc. to
comply with its respective obligations in the second sentence of Section 2(c)(ii) or the fifth or sixth sentence of Section 3(a) of the Seventh Amendment to the Prior Loan Agreement dated as of October 18, 2002; provided that the failure of
Verestar, Inc. to comply with its obligations in (i) the second sentence of Section 2(c)(ii) of such Seventh Amendment shall be subject to any cure period applicable to Section 5.6 hereof in Section 8.1(d) hereof, and (ii) Sections 7.3, 7.6,
7.12 and 7.14 as required in such Seventh Amendment shall be subject to any cure period applicable for such section as set forth in Section 8.1(d) hereof.” 
  
 G. Section 11.20, Verestar Entities, shall be amended to be as follows: 
  
 “Section 11.20 Verestar Entities. The Borrowers
hereby acknowledge and agree that any net cash proceeds received by the Parent or any Borrower from any Verestar Entity (whether in connection with the bankruptcy proceeding of 

  

 3 








 
Verestar or otherwise) in respect of its investment therein or any loans thereto shall be paid to the Administrative Agent and shall be applied to the Loans
then outstanding on a pro rata basis. Accrued interest on the principal amount of the Loans being repaid pursuant to this Section 11.20 to the date of such repayment will be paid by the Borrowers concurrently with such principal repayment. All
repayments under this Section 11.20 of each of the Term Loan A Loans and Term Loan B Loans shall be applied to the repayments for such Loan in Section 2.7(b)(i) hereof and with respect to any Incremental Facility which is a term loan, to the
repayments for such Incremental Facility Loans as set forth in the applicable Notice of Incremental Facility Commitment, in each case in inverse order of maturity. The Revolving Loan Commitments and any Incremental Facility Commitments with respect
to any Incremental Facility which is a revolving credit facility shall be automatically and permanently reduced by an amount equal to the repayment of the Revolving Loans or Incremental Facility Loans which are revolving loans, as applicable, made
pursuant to this Section 11.20; provided, however, that if there are no Loans outstanding, or if the repayment amount exceeds the Loans then outstanding the Revolving Loan Commitments and any Incremental Facility Commitments, as
applicable, shall be reduced on a pro rata basis by an aggregate amount equal to such repayment amount, or the excess of such repayment amount over the Loans (which reduction shall be in addition to any reduction set forth in the first part of this
sentence), as applicable, regardless of any repayment of the Revolving Loans. Reductions under this Section 11.20 to the Revolving Loan Commitments shall be applied to the reductions set forth in Section 2.5(a) hereof in inverse order of reductions
set forth therein and reductions with respect to any Incremental Facility Commitments under this Section 11.20, if applicable, shall be applied to the reductions set forth in the applicable Notice of Incremental Facility in inverse order of
reductions set forth therein.” 
  
 In furtherance of the foregoing provisions
of this Section 4, each Term Loan C Lender hereby agrees that for all purposes under the Loan Agreement, such Term Loan C Lender shall be deemed to have consented to any amendment, consent, waiver or deletion of any of the foregoing provisions of
the Loan Agreement (as such provisions are in effect with respect to all Lenders (other than the Term Loan C Lenders)), upon the consent of the Majority Lenders (which shall be determined after the Closing Date and after giving effect to the consent
hereby of the Term Loan C Lenders) and so long as such amendment, waiver, consent or deletion does not result in a change to such provisions which is less restrictive to the Borrowers and the Restricted Subsidiaries than the provisions set forth in
this Section 4. 
  
 5. Each Term Loan C Lender hereby agrees that
on and after the date hereof, such Term Loan C Lender is bound by the terms and conditions set forth in this Notice of Incremental Facility Commitment and the Loan Agreement as a Term Loan C Lender. 
  
 6. It is understood and agreed that any Term Loan C Lender that also holds
any Term Loan B Loans (“Existing Loans”) under the Loan Agreement shall be deemed to have agreed, unless it notifies the Administrative Agent otherwise, that the Term Loan C Loans to be made by such Term Loan C Lender shall, to the
extent of the portion thereof not exceeding the 

  

 4 








 
aggregate principal amount of the Existing Loans of such Term Loan C Lender, be made through such Existing Loans being converted into Term Loan C Loans (and
each reference in this Notice of Incremental Facility Commitment or the Loan Agreement to the “making” of any Incremental Facility Loan, or words of similar import, shall in the case of such Term Loan C Lender be deemed to include such
conversion). 
  
 7. The parties hereto agree that this Notice
shall be construed in accordance with and governed by the internal laws of the State of New York applicable to agreements made and to be performed the State of New York. 
  
 Capitalized terms used in this Notice of Incremental Facility Commitment and not otherwise defined herein are used as
defined in the Loan Agreement. 
  

 5 








 IN WITNESS WHEREOF, each of the Borrowers, acting through an Authorized Signatory, has signed this Notice
of Incremental Facility Commitment on the 28th day of January, 2004. 
  

											
	 BORROWERS:
	 	 	 	 	 	 AMERICAN TOWER, L.P.,
 a Delaware limited
partnership

					
	 	 	 	 	 	 	 By:
	 	 ATC GP INC., its General Partner


  

			
		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



  

			
	 AMERICAN TOWERS, INC.,
 a Delaware
corporation

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



  

			
	 AMERICAN TOWER INTERNATIONAL, INC.,
 a
Delaware corporation

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Treasurer



  

			
	 AMERICAN TOWER, LLC,
 a Delaware limited
liability company

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



  









 Affirmation of Guarantors 
  
 Each of the Guarantors listed on Annex A attached hereto, by affixing their signature hereto, affirm that the Term Loan C Loans
constitute Obligations under the Loan Agreement and the other Loan Documents, including the Guarantees and that all Collateral pledged by them continues to secure all of the Obligations (including the Term Loan C Loans) of the Borrowers, the
Restricted Subsidiaries and any other Guarantors. 
  

			
	For each of the Guarantors listed on Annex A attached hereto:
	
	ATC GP, INC.
		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	ATC LP, INC.
		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	ATS/PCS, LLC
		
	 By:
	 	 AMERICAN TOWER, L.P.,
 its general partner and its
sole member
 (as applicable)

		
	 By:
	 	 ATC GP, INC., its general partner

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer


  










			
	 TOWERS OF AMERICA, L.L.L.P.

		
	 By:
	 	 AMERICAN TOWER, L.P.,
 its general partner and its
sole member
 (as applicable)

		
	 By:
	 	 ATC GP, INC., its general partner

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 NEW LOMA COMMUNICATIONS, INC.

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 ATC TOWER SERVICES, INC.

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 UNISITE, LLC

		
	 By:
	 	 AMERICAN TOWERS, INC.,
 its sole member and
manager

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer


  










			
	 AMERICAN TOWER DELAWARE CORPORATION

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 AMERICAN TOWER MANAGEMENT, LLC

		
	 By:
	 	 AMERICAN TOWERS, INC.,
 its sole member and
manager

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 ATC MIDWEST, LLC

		
	 By:
	 	 AMERICAN TOWER MANAGEMENT, INC.,
 its sole member
and manager

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 TELECOM TOWERS, L.L.C.

		
	 By:
	 	 AMERICAN TOWERS, INC.,
 its sole member and
manager

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer


  










			
	SHREVEPORT TOWER COMPANY
		
	 By:
	 	 TELECOM TOWERS, L.L.C. and ATC SOUTH, LLC,
 its
general partners

		
	 By:
	 	 AMERICAN TOWERS, INC.,
 their sole member and manager

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 ATC SOUTH LLC

		
	 By:
	 	 AMERICAN TOWERS, INC.,
 its sole member and
manager

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 MHB TOWER RENTALS OF AMERICA, LLC

		
	 By:
	 	ATC SOUTH, LLC, its sole member
		
	 By:
	 	 AMERICAN TOWERS, INC.,
 its sole member and manager

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer



			
	
	 ATC INTERNATIONAL HOLDING CORP.

		
	 By:
	 	 /s/ Bradley E. Singer

	 	 	

	 Name:
	 	 Bradley E. Singer

	 Title:
	 	 Chief Financial Officer & Treasurer


  










			
	 KLINE IRON & STEEL CO., INC.

		
	By:	 	/s/ William H. Hess
	 	 	

	 Name:
	 	William H. Hess
	 Title:
	 	Assistant Secretary

  

			
	 CAROLINA TOWERS, INC.

		
	By:	 	 /s/ William H. Hess

	 	 	

	 Name:
	 	 William H. Hess

	 Title:
	 	 Assistant Secretary


  

			
	 ATC MEXICO HOLDING CORP.

		
	By:	 	 /s/ William H. Hess

	 	 	

	 Name:
	 	 William H. Hess

	 Title:
	 	 Chief Financial Officer


  

			
	 ATC MEXHOLD, INC.

		
	By:	 	 /s/ William H. Hess

	 	 	

	 Name:
	 	 William H. Hess

	 Title:
	 	 Chief Financial Officer


  

			
	 ATC SOUTH AMERICA HOLDING CORP.

		
	By:	 	 /s/ William H. Hess

	 	 	

	 Name:
	 	 William H. Hess

	 Title:
	 	 Chief Financial Officer


  

			
	AMERICAN TOWER COPORATION de MEXICO S. de R. L. de C.V.
		
	By:	 	 /s/ William H. Hess

	 	 	

	 Name:
	 	 William H. Hess

	 Title:
	 	 Attorney-In-Fact


  

 AFFIRMATION OF GUARANTORS SIGNATURE PAGE 









			
	 MATC CELULAR S. de R.L.de C.V.

		
	By:	 	 /s/ William H. Hess

	 	 	

	 Name:
	 	 William H. Hess

	 Title:
	 	 Attorney-In-Fact


  

			
	MATC DIGITAL S. de R.L.de C.V.
		
	By:	 	 /s/ William H. Hess

	 	 	

	 Name:
	 	 William H. Hess

	 Title:
	 	 Attorney-In-Fact


  

			
	MATC SERVICIOS, S. de R.L.de C.V.
		
	By:	 	 /s/ William H. Hess

	 	 	

	 Name:
	 	 William H. Hess

	 Title:
	 	 Attorney-In-Fact


  

 AFFIRMATION OF GUARANTORS SIGNATURE PAGE 








 ADMINISTRATIVE AGENT 
 AND
LENDERS: 
  

			
	 TORONTO DOMINION (TEXAS), INC., as
 Administrative Agent and as a Lender

		
	By:	 	 /s/ Jim Bridwell

	 	 	

	 	 	 Name: Jim Bridwell

	 	 	 Title: Vice President



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









			
	 ADDISON CDO, LIMITED (#1279), as a Lender

	
	 By:      Pacific Investment Management Company, LLC, as its Investment Advisor

		
	By:	 	 /s/ Mohan V. Phansalkar

	 	 	

	 	 	 Name: Mohan V. Phansalkar

	 	 	 Title: Executive Vice President



  

			
	ATHENA CDO, LIMITED (#1277), as a Lender
	
	 By:      Pacific Investment Management Company, LLC, as its Investment Advisor

		
	By:	 	 /s/ Mohan V. Phansalkar

	 	 	

	 	 	 Name: Mohan V. Phansalkar

	 	 	 Title: Executive Vice President



  

			
	BEDFORD CDO, LIMITED, as a Lender
	
	 By:      Pacific Investment Management Company, LLC, as its Investment Advisor

		
	By:	 	 /s/ Mohan V. Phansalkar

	 	 	

	 	 	 Name: Mohan V. Phansalkar

	 	 	 Title: Executive Vice President



  

			
	CAPTIVA III FINANCE LTD. (Acct 275),as a Lender
	
	 By:      as advised by Pacific Investment Management Company, LLC

		
	By:	 	 /s/ David Dyer

	 	 	

	 	 	 Name: David Dyer

	 	 	 Title: Director



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









			
	CAPTIVA IV FINANCE LTD. (Acct 1275), as a Lender
	
	 By:     as advised by Pacific Investment Management Company, LLC

		
	By:	 	 /s/ David Dyer

	 	 	

	 	 	 Name: David Dyer 

	 	 	 Title: Director



  

			
	JISSEKIKUN FUNDING, LTD. (#1288), as a Lender
	
	 By:      Pacific Investment Management Company, LLC, as its Investment Advisor

		
	By:	 	 /s/ Mohan V. Phansalkar

	 	 	

	 	 	 Name: Mohan V. Phansalkar

	 	 	 Title: Executive Vice President



  

			
	LOAN FUNDING III LLC, as a Lender
	
	 By:      Pacific Investment Management Company, LLC as its Investment Advisor

		
	By:	 	 /s/ Mohan V. Phansalkar

	 	 	

	 	 	 Name: Mohan V. Phansalkar

	 	 	 Title: Executive Vice President



  

			
	SEQUILS-MAGNUM, LTD (#1280), as a Lender
	
	 By:      Pacific Investment Management Company, LLC, as its Investment Advisor

		
	By:	 	 /s/ Mohan V. Phansalkar

	 	 	

	 	 	 Name: Mohan V. Phansalkar

	 	 	 Title: Executive Vice President



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









			
	WAVELAND-INGOTS, LTD.
	
	 By:      Pacific Investment Management Company, LLC, as its Investment Advisor

		
	By:	 	 /s/ Mohan V. Phansalkar

	 	 	

	 	 	 Name: Mohan V. Phansalkar

	 	 	 Title: Managing Director



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









			
	AIM FLOATING RATE FUND, as a Lender
	
	 By:      INVESCO Senior Secured Management, Inc., As Attorney in fact

		
	By:	 	 /s/ Scott Baskind

	 	 	

	 	 	 Name: Scott Baskind

	 	 	 Title: Authorized Signatory



  

			
	AVALON CAPITAL LTD., as a Lender
	
	 By:      INVESCO Senior Secured Management, Inc., As Portfolio Advisor

		
	By:	 	 /s/ Scott Baskind

	 	 	

	 	 	 Name: Scott Baskind

	 	 	 Title: Authorized Signatory



  

			
	CHARTER VIEW PORTFOLIO, as a Lender
	
	 By:      INVESCO Senior Secured Management, Inc., As Investment Advisor

		
	By:	 	 /s/ Scott Baskind

	 	 	

	 	 	 Name: Scott Baskind

	 	 	 Title: Authorized Signatory



  

			
	DIVERSIFIED CREDIT PORTFOLIO LTD., as a Lender
	
	 By:      INVESCO Senior Secured Management, Inc., As Investment Advisor

		
	By:	 	 /s/ Scott Baskind

	 	 	

	 	 	 Name: Scott Baskind

	 	 	 Title: Authorized Signatory



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









			
	INVESCO EUROPEAN CDO I S.A., as a Lender
	
	 By:      INVESCO Senior Secured Management, Inc., As Collateral Manager

		
	By:	 	 /s/ Scott Baskind

	 	 	

	 	 	 Name: Scott Baskind

	 	 	 Title: Authorized Signatory



  

			
	INVESCO CBO 2000-1 LTD., as a Lender
	
	 By:      INVESCO Senior Secured Management, Inc., As Portfolio Advisor

		
	By:	 	 /s/ Scott Baskind

	 	 	

	 	 	 Name: Scott Baskind

	 	 	 Title: Authorized Signatory



  

			
	SEQUILS-LIBERTY, LTD., as a Lender
	
	 By:      INVESCO Senior Secured Management, Inc., As Collateral Manager

		
	By:	 	 /s/ Scott Baskind

	 	 	

	 	 	 Name: Scott Baskind

	 	 	 Title: Authorized Signatory



  

			
	TRITON CDO IV, LIMITED, as a Lender
	
	 By:      INVESCO Senior Secured Management, Inc., As Investment Advisor

		
	By:	 	 /s/ Scott Baskind

	 	 	

	 	 	 Name: Scott Baskind

	 	 	 Title: Authorized Signatory



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









			
	AIMCO CDO SERIES 2000-A, as a Lender
		
	By:	 	 /s/ Chris Goergen

	 	 	

	 	 	 Name: Chris Goergen

	 	 	 Title: Authorized Signatory



  

			
		
	By:	 	 /s/ Jerry D. Zinkula

	 	 	

	 	 	 Name: Jerry D. Zinkula

	 	 	 Title: Authorized Signatory



  

			
	AIMCO CLO SERIES 2001-A, as a Lender
		
	By:	 	 /s/ Chris Goergen

	 	 	

	 	 	 Name: Chris Goergen

	 	 	 Title: Authorized Signatory



  

			
		
	By:	 	 /s/ Jerry D. Zinkula

	 	 	

	 	 	 Name: Jerry D. Zinkula

	 	 	 Title: Authorized Signatory



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









			
	AERIES FINANCE-II, LTD., as a Lender
	
	 By:   Patriarch Partners X, LLC,
          its Managing Agent

		
	By:	 	 /s/ Lynn Tilton

	 	 	

	 	 	 Name: Lynn Tilton

	 	 	 Title: Manager



  

			
	AMARA-1 FINANCE LTD., as a Lender
	
	 By:   Patriarch Partners XI, LLC,
          its Managing Agent

		
	By:	 	 /s/ Lynn Tilton

	 	 	

	 	 	 Name: Lynn Tilton

	 	 	 Title: Manager



  

			
	AMARA-2 FINANCE LTD., as a Lender
	
	 By:   Patriarch Partners XII, LLC,
          its Managing Agent

		
	By:	 	 /s/ Lynn Tilton

	 	 	

	 	 	 Name: Lynn Tilton

	 	 	 Title: Manager 



  

			
	CERES II FINANCE LTD., as a Lender
	
	 By:   Patriarch Partners IX, LLC,
          its Managing Agent

		
	By:	 	 /s/ Lynn Tilton

	 	 	

	 	 	 Name: Lynn Tilton

	 	 	 Title: Manager 



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









			
	AMERICAN EXPRESS CERTIFICATE COMPANY
	
	 By:     American Express Asset Management Group, Inc. as Collateral Manager, as a
Lender

		
	By:	 	 /s/ Yvonne E. Stevens

	 	 	

	 	 	 Name: Yvonne E. Stevens

	 	 	 Title: Senior Managing Director



  

			
	 CENTURION CDO II, LTD.

	
	 By:       American Express Asset Management Group, Inc. as Collateral Manager, as a
Lender

		
	By:	 	 /s/ Leanne Stavrakis

	 	 	

	 	 	 Name: Leanne Stavrakis

	 	 	 Title: Director - Operations



  

			
	 CENTURION CDO III, LIMITED

	
	 By:       American Express Asset Management Group, Inc. as Collateral Manager, as a
Lender

		
	By:	 	 /s/ Leanne Stavrakis

	 	 	

	 	 	 Name: Leanne Stavrakis

	 	 	 Title: Director - Operations



  

			
	 IDS LIFE INSURANCE COMPANY

	
	 By:       American Express Asset Management Group, Inc. as Collateral Manager, as a
Lender

		
	By:	 	 /s/ Yvonne E. Stevens

	 	 	

	 	 	 Name: Yvonne E. Stevens

	 	 	 Title: Senior Managing Director



  

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	 ISLES CBO, LTD.

	
	 By:       American Express Asset Management Group, Inc. as Collateral Manager, as a
Lender

		
	 By:
	 	 /s/ Leanne Stavrakis

	 	 	

	 	 	 Name:
	 	 Leanne Stavrakis

	 	 	 Title:
	 	 Director - Operations



  

					
	 SEQUILS-CENTURION V, LTD.

	
	 By:       American Express Asset Management Group, Inc. as Collateral Manager, as a
Lender

		
	 By:
	 	 /s/ Leanne Stavrakis

	 	 	

	 	 	 Name:
	 	 Leanne Stavrakis

	 	 	 Title:
	 	 Director - Operations



  

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	 APEX (TRIMARAN) CDO I. LTD., as a Lender

		
	By:	 	 Trimaran Advisors, L.L.C.




					
		
	 By:
	 	 /s/ David Millison

	 	 	

	 	 	 Name:
	 	 David Millison

	 	 	 Title:
	 	 Managing Director



  

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	 ARCHIMEDES FUNDING, LLC, as a Lender

	
	 By:      ING Capital Advisors LLC, as Collateral Manager

		
	 By:
	 	 /s/ Gordon R. Cook

	 	 	

	 	 	 Name:
	 	 Gordon R. Cook

	 	 	 Title:
	 	 Managing Director



  

					
	 ARCHIMEDES FUNDING, II, LTD., as a Lender

	
	 By:      ING Capital Advisors LLC, as Collateral Manager

		
	 By:
	 	 /s/ Gordon R. Cook

	 	 	

	 	 	 Name:
	 	 Gordon R. Cook

	 	 	 Title:
	 	 Managing Director



  

					
	 ARCHIMEDES FUNDING, III, LTD., as a Lender

	
	 By:      ING Capital Advisors LLC, as Collateral Manager

		
	 By:
	 	 /s/ Gordon R. Cook

	 	 	

	 	 	 Name:
	 	 Gordon R. Cook

	 	 	 Title:
	 	 Managing Director



  

					
	 BALANCED HIGH-YIELD FUND I, LTD., as a Lender

	
	 By:      ING Capital Advisors LLC, as Asset Manager

		
	 By:
	 	 /s/ Gordon R. Cook

	 	 	

	 	 	 Name:
	 	 Gordon R. Cook

	 	 	 Title:
	 	 Managing Director



  

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	 BALANCED HIGH-YIELD FUND II, LTD., as a Lender

	
	 By:       ING Capital Advisors LLC, as Asset Manager

		
	 By:
	 	 /s/ Gordon R. Cook

	 	 	

	 	 	 Name:
	 	 Gordon R. Cook

	 	 	 Title:
	 	 Managing Director



  

					
	 ING-ORYX CLO, LTD., as a Lender

	
	 By:       ING Capital Advisors LLC, as Collateral Manager

		
	 By:
	 	 /s/ Gordon R. Cook

	 	 	

	 	 	 Name:
	 	 Gordon R. Cook

	 	 	 Title:
	 	 Managing Director



  

					
	 NEWMEAN CLO, LTD., as a Lender

	
	 By:       ING Capital Advisors LLC, as Investment Manager

		
	 By:
	 	 /s/ Gordon R. Cook

	 	 	

	 	 	 Name:
	 	 Gordon R. Cook

	 	 	 Title:
	 	 Managing Director



  

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	BALLYROCK CDO I LIMITED
	
	 By:       BallyRock Investment Advisors LLC, as Collateral Manager, as a
Lender

		
	By:	 	/s/ Lisa Rymut
	 	 	

	 	 	 Name:
 Title:
	 	 Lisa Rymut
 Assistant Treasurer



  

					
	BALLYROCK CDO II LIMITED
	
	 By:       BallyRock Investment Advisors LLC, as Collateral Manager, as a
Lender

		
	By:	 	/s/ Lisa Rymut
	 	 	

	 	 	 Name:
 Title:
	 	 Lisa Rymut
 Assistant Treasurer



  

					
	FIDELITY SECURITIES FUND: FIDELITY REAL ESTATE INCOME FUND, as a Lender
		
	By:	 	/s/ John H. Costello
	 	 	

	 	 	 Name:
 Title:
	 	 John H. Costello
 Assistant
Treasurer



  

					
	FIDELITY ADVISOR SERIES II, FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND, as a Lender
		
	By:	 	/s/ John H. Costello
	 	 	

	 	 	 Name:
 Title:
	 	 John H. Costello
 Assistant
Treasurer



  

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	BEAR STEARNS INVESTMENT PRODUCTS INC., as a Lender
		
	By:	 	/s/ Keith C. Barnish
	 	 	

	 	 	 Name:
 Title:
	 	 Keith C. Barnish
 Executive Vice
President



  

					
	BEAR STEARNS CORPORATE LENDING INC., as a Lender
		
	By:	 	/s/ Victor F. Bulzacchelli
	 	 	

	 	 	 Name:
 Title:
	 	 Victor F. Bulzacchelli
 Authorized
Signatory



  

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	BLACROCK SENIOR LOAN TRUST, as a Lender
		
	By:	 	/s/ Mark J. Williams
	 	 	

	 	 	 Name:
 Title:
	 	 Mark J. Williams
 Authorized
Signatory



  

					
	MAGNETITE ASSET INVESTORS, LLC, as a Lender
		
	By:	 	/s/ Mark J. Williams
	 	 	

	 	 	 Name:
 Title:
	 	 Mark J. Williams
 Authorized
Signatory



  

					
	MAGNETITE ASSET INVESTORS III, LLC, as a Lender
		
	By:	 	/s/ Mark J. Williams
	 	 	

	 	 	 Name:
 Title:
	 	 Mark J. Williams
 Authorized
Signatory



  

					
	TITANIUM CBO I, LTD., as a Lender
		
	By:	 	/s/ Mark J. Williams
	 	 	

	 	 	 Name:
 Title:
	 	 Mark J. Williams
 Authorized
Signatory



  

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	BRYN MAWR CLO, LTD., as a Lender
	
	 By:       Toronto Dominion (Texas), Inc., in its capacity as Agent pursuant to that certain
proxy dated as of February 3, 2004 from Bryn Mawr CLO, Ltd.

		
	By:	 	/s/ Jim Bridwell
	 	 	

	 	 	 Name:
 Title:
	 	 Jim Bridwell
 Vice President



  

					
	FOREST CREEK CLO, LTD., as a Lender
	
	 By:       Toronto Dominion (Texas), Inc., in its capacity as Agent pursuant to that certain
proxy dated as of February 3, 2004 from Forest Creek CLO, Ltd.

		
	By:	 	/s/ Jim Bridwell
	 	 	

	 	 	 Name:
 Title:
	 	 Jim Bridwell
 Vice President



  

					
	ROSEMONT CLO, LTD., as a Lender
	
	 By:       Toronto Dominion (Texas), Inc., in its capacity as Agent pursuant to that certain
proxy dated as of February 3, 2004 from Rosemont CLO, Ltd.

		
	By:	 	/s/ Jim Bridwell
	 	 	

	 	 	 Name:
 Title:
	 	 Jim Bridwell
 Vice President



  

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	SEQUILS-CUMBERLAND I, LTD., as a Lender
		
	 By:
	 	Toronto Dominion (Texas), Inc., in its capacity as Agent pursuant to that certain proxy dated as of February 3, 2004 from Sequils-Cumberland I, Ltd.
		
	 By:
	 	 /s/ Jim Bridwell

	 	 	

	 	 	Name: Jim Bridwell
	 	 	Title:   Vice President


  

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	CALLIDUS DEBT PARTNERS CDO FUND I, LTD., as a Lender
		
	By:	 	Callidus Debt Partners CDO Fund I, Ltd.
		
	 By:
	 	Its Collateral Manager, Callidus Capital Management, LLC



			
		
	 By:
	 	/s/ Wayne Mueller
	 	 	

	 	 	Name: Wayne Mueller
	 	 	Title:   Managing Director


  

			
	CALLIDUS DEBT PARTNERS CDO FUND I, LTD., as a Lender
		
	By:	 	Callidus Debt Partners CDO Fund II, Ltd.
		
	 By:
	 	Its Collateral Manager, Callidus Capital Management, LLC



			
		
	By:	 	/s/ Wayne Mueller
	 	 	

	 	 	Name: Wayne Mueller
	 	 	Title:   Managing Director


  

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	CONTINENTAL ASSURANCE COMPANY ON BEHALF OF ITS SEPARATE ACCOUNT (E), as a Lender
		
	By:	 	 /s/ Marilou R. McGirr

	 	 	

	 	 	 Name:
	 	 Marilou R. McGirr

	 	 	 Title:
	 	 Vice President and Assistant Treasurer



  

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	CONTINENTAL CASUALTY COMPANY, as a Lender
		
	By:	 	 /s/ Marilou R. McGirr

	 	 	

	 	 	 Name:
	 	 Marilou R. McGirr

	 	 	 Title:
	 	 Vice President and Assistant Treasurer



  

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	CREDIT SUISSE FIRST BOSTON INTERNATIONAL, as a Lender	 	 	 	CREDIT SUISSE FIRST BOSTON INTERNATIONAL, as a Lender
					
	By:	 	 /s/ Marilou R. McGirr
	 	 	 	By:	 	 /s/ Steve Martin

	 	 	
	 	 	 	 	 	

	 	 	 Name: Martin Crabrtee
 Title: Vice President
	 	 	 	 	 	 Name: Steve Martin
 Title: Vice President


  

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	CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED
		
	By:	 	CypressTree Strategic Debt Management Co., Inc., as a Lender
		
	By:	 	 /s/ Jeffrey Megar

	 	 	

	 	 	 Name:
	 	 Jeffrey Megar

	 	 	 Title:
	 	 Director



  

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	CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
		
	By:	 	CypressTree Investment Management Company, Inc., as Portfolio Manager
		
	By:	 	Toronto Dominion (Texas), Inc., in its capacity as Agent pursuant to that certain proxy dated as of February 10, 2004 from CypressTree Investment Partners I, Ltd.
		
	By:	 	 
	 	 	

	 	 	 Name:
	 	 
	 	 	 	 	

	 	 	 Title:
	 	 
	 	 	 	 	



  

					
	CYPRESSTREE INVESTMENT PARTNERS II, LTD.,
		
	By:	 	CypressTree Investment Management Company, Inc., as Portfolio Manager
		
	By:	 	Toronto Dominion (Texas), Inc., in its capacity as Agent pursuant to that certain proxy dated as of February 10, 2004 from CypressTree Investment Partners II, Ltd.
		
	By:	 	 
	 	 	

	 	 	 Name:
	 	 
	 	 	 	 	

	 	 	 Title:
	 	 
	 	 	 	 	



  

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	DEBT STRATEGIES FUND, INC., as a Lender
		
	By:	 	 /s/ Greg Spencer

	 	 	

	 	 	 Name:
	 	 Greg Spencer

	 	 	 Title:
	 	 Authorized Signatory

	
	LONGHORN CDO (CAYMAN) LTD., as a Lender
		
	By:	 	 Merrill Lynch Investment Managers, L.P.
 as
Investment Advisor

		
	By:	 	 /s/ Greg Spencer

	 	 	

	 	 	 Name:
	 	 Greg Spencer

	 	 	 Title:
	 	 Authorized Signatory

	
	LONGHORN CDO II, LTD., as a Lender
		
	By:	 	 Merrill Lynch Investment Managers, L.P.
 As
Investment Advisor

		
	By:	 	 /s/ Greg Spencer

	 	 	

	 	 	 Name:
	 	 Greg Spencer

	 	 	 Title:
	 	 Authorized Signatory

	
	MASTER SENIOR FLOATING RATE TRUST, as a Lender
		
	By:	 	 /s/ Greg Spencer

	 	 	

	 	 	 Name:
	 	 Greg Spencer

	 	 	 Title:
	 	 Authorized Signatory

	
	 MERRILL LYNCH GLOBAL INVESTMENT SERIES:
 INCOME STRATEGIES PORTFOLIO, as a Lender

		
	By:	 	 Merrill Lynch Investment Managers, L.P.
 as
Investment Advisor

		
	By:	 	 /s/ Greg Spencer

	 	 	

	 	 	 Name:
	 	 Greg Spencer

	 	 	 Title:
	 	 Authorized Signatory



  

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	MERRILL LYNCH PRIME RATE PORTFOLIO, as a Lender
		
	By:	 	 Merrill Lynch Investment Managers, L.P.
 as
Investment Advisor

		
	By:	 	 /s/ Greg Spencer

	 	 	

	 	 	 Name:
	 	 Greg Spencer

	 	 	 Title:
	 	 Authorized Signatory

	
	SENIOR HIGH INCOME PORTFOLIO, INC., as a Lender
		
	By:	 	 /s/ Greg Spencer

	 	 	

	 	 	 Name:
	 	 Greg Spencer

	 	 	 Title:
	 	 Authorized Signatory



  

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	EATON VANCE CDO II, LTD., as a Lender
		
	By:	 	 Eaton Vance Management
 as Investment
Advisor

		
	By:	 	 /s/ Michael B. Botthof

	 	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  

					
	EATON VANCE SENIOR INCOME TRUST, as a Lender
		
	By:	 	 Eaton Vance Management
 as Investment
Advisor

		
	By:	 	 /s/ Michael B. Botthof

	 	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  

					
	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, as a Lender
		
	By:	 	 Eaton Vance Management
 as Investment
Advisor

		
	By:	 	 /s/ Michael B. Botthof

	 	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  

					
	GRAYSON & CO.., as a Lender
		
	By:	 	Boston Management and Research as Investment Advisor
		
	By:	 	 /s/ Michael B. Botthof

	 	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  

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	SENIOR DEBT PORTFOLIO, as a Lender
		
	By:	 	 Boston Management and Research
 as Investment
Advisor

		
	By:	 	 /s/ Michael B. Botthof

	 	 	

	 	 	 Name:
	 	 Michael B. Botthof

	 	 	 Title:
	 	 Vice President



  

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	ELC (CAYMAN) LTD. CDO SERIES 1999-I, as a Lender
		
	By:	 	David L. Babson & Company Inc., as Collateral Manager
		
	By:	 	 /s/ David P. Wells

	 	 	

	 	 	 Name:
	 	 David P. Wells, CFA

	 	 	 Title:
	 	 Managing Director



  

					
	SEABOOARD CLO 2000 LTD., as a Lender
		
	By:	 	David L. Babson & Company Inc., as Collateral Manager
		
	By:	 	 /s/ David P. Wells

	 	 	

	 	 	 Name:
	 	 David P. Wells, CFA

	 	 	 Title:
	 	 Managing Director



  

					
	TRYON CLO LTD. 2000-I, as a Lender
		
	By:	 	David L. Babson & Company Inc., as Collateral Manager
		
	By:	 	 /s/ David P. Wells

	 	 	

	 	 	 Name:
	 	 David P. Wells, CFA

	 	 	 Title:
	 	 Managing Director



  

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	 ELF FUNDING TRUST III, as a Lender
  
 By: New York Life Investment Management., LLC,
 as Attorney-in-Fact

		
	By:	 	 /s/ Mark A. Campellone

	 	 	

	 	 	 Name:
	 	 Mark A. Campellone

	 	 	 Title:  
	 	 
	 	 	 	 	



  

					
	 NEW YORK LIFE INSURANCE AND ANNUITY
 CORPORATION, as a Lender
  
 By: New York Life Investment Management., LLC,
 its Investment Manager

		
	By:	 	 /s/ Mark A. Campellone

	 	 	

	 	 	 Name:
	 	 Mark A. Campellone

	 	 	 Title:  
	 	 
	 	 	 	 	



  

					
	 NYLIM FLATIRON CLO 2003-1 LTD., as a Lender
  
 By: New York Life Investment Management.,
LLC,
 As Collateral Manager and Attorney-In-Fact

		
	By:	 	 /s/ Mark A. Campellone

	 	 	

	 	 	 Name:
	 	 Mark A. Campellone

	 	 	 Title:  
	 	 
	 	 	 	 	



  

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	 FIDELITY ADVISOR SERIES II, FIDELITY
 ADVISOR FLOATING RATE HIGH INCOME
 FUND, as a Lender

		
	By:	 	 
	 	 	

	 	 	 Name:
	 	 
	 	 	 	 	

	 	 	 Title:  
	 	 
	 	 	 	 	



  

					
	 FIDELITY SECURITIES FUND: FIDELITY REAL
 ESTATE INCOME FUND, as a Lender

		
	By:	 	 
	 	 	

	 	 	 Name:
	 	 
	 	 	 	 	

	 	 	 Title:  
	 	 
	 	 	 	 	



  

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	 FLOATING RATE INCOME STRATEGIES FUND, INC.,
 as a Lender

		
	By:	 	 /s/ Michael McInerney

	 	 	

	 	 	 Name:
	 	 Michael McInerney

	 	 	 Title:  
	 	 Authorized Signatory



  

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	 GENERAL ELECTRIC CAPITAL CORPORATION, as a
 Lender

		
	By:	 	 /s/ Bhupesh Gupta

	 	 	

	 	 	 Name:
	 	 Bhupesh Gupta

	 	 	 Title:  
	 	 Duly Authorized Signatory



  

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	 HARBOUR TOWN FUNDING LLC, as a Lender

		
	By:	 	 /s/ Ann E. Morris

	 	 	

	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:  
	 	 Assistant Vice President




					
	
	 JUPITER LOAN FUNDING LLC, as a Lender

		
	By:	 	 /s/ Ann E. Morris

	 	 	

	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:  
	 	 Assistant Vice President




					
	
	 MUIRFIELD TRADING, INC., as a Lender

		
	By:	 	 /s/ Ann E. Morris

	 	 	

	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:  
	 	 Assistant Vice President




					
	
	 OLYMPIC FUNDING TRUST, SERIES 1999-1, as a
 Lender

		
	By:	 	 /s/ Ann E. Morris

	 	 	

	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:  
	 	 Assistant Vice President




					
	
	 PPM SPYGLASS FUNDING TRUST., as a Lender

		
	By:	 	 /s/ Ann E. Morris

	 	 	

	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:  
	 	 Assistant Vice President



  

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	 STANWICH LOAN FUNDING LLC, as a Lender

		
	By:	 	 /s/ Ann E. Morris

	 	 	

	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:  
	 	 Assistant Vice President



  

					
	 WINGED FOOT FUNDING TRUST., as a Lender

		
	By:	 	 /s/ Ann E. Morris

	 	 	

	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:  
	 	 Assistant Vice President



  

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	 HARBOURVIEW CLO IV, LTD., as a Lender

		
	By:	 	 /s/ Lisa Chaffee

	 	 	

	 	 	 Name:
	 	 Lisa Chaffee

	 	 	 Title:  
	 	 Manager



  

					
	HARBOURVIEW CLO V, LTD., as a Lender
		
	By:	 	 /s/ Lisa Chaffee

	 	 	

	 	 	 Name:
	 	 Lisa Chaffee

	 	 	 Title:  
	 	 Manager



  

					
	 OPPENHEIMER SENIOR FLOATING RATE
 FUND, as a Lender

		
	By:	 	 /s/ Lisa Chaffee

	 	 	

	 	 	 Name:
	 	 Lisa Chaffee

	 	 	 Title:  
	 	 Manager



  

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	 INDOSUEZ CAPITAL FUNDING IIA, as a Lender
  
 By: Indosuez Capital as Portfolio
Advisor

		
	By:	 	 /s/ Charles Kobayashi

	 	 	

	 	 	 Name:
	 	 Charles Kobayashi

	 	 	 Title:  
	 	 Principal and Portfolio Manager



  

					
	 INDOSUEZ CAPITAL FUNDING III, LIMITED as
 a Lender
  
 By: Indosuez Capital as Portfolio Advisor

		
	By:	 	 /s/ Charles Kobayashi

	 	 	

	 	 	 Name:
	 	 Charles Kobayashi

	 	 	 Title:  
	 	 Principal and Portfolio Manager



  

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	 KZH CYPRESSTREE-1 LLC, as a Lender

		
	By:	 	 /s/ Hi Hua

	 	 	

	 	 	 Name:
	 	 Hi Hua

	 	 	 Title:  
	 	 Authorized Agent



  

					
	 KZH ING-2 LLC, as a Lender

		
	By:	 	 /s/ Hi Hua

	 	 	

	 	 	 Name:
	 	 Hi Hua

	 	 	 Title:  
	 	 Authorized Agent



  

					
	 KZH RIVERSIDE LLC, as a Lender

		
	By:	 	 /s/ Hi Hua

	 	 	

	 	 	 Name:
	 	 Hi Hua

	 	 	 Title:  
	 	 Authorized Agent



  

					
	 KZH SOLEIL LLC, as a Lender

		
	By:	 	 /s/ Hi Hua

	 	 	

	 	 	 Name:
	 	 Hi Hua

	 	 	 Title:  
	 	 Authorized Agent



  

					
	 KZH SOLEIL-2 LLC, as a Lender

		
	By:	 	 /s/ Hi Hua

	 	 	

	 	 	 Name:
	 	 Hi Hua

	 	 	 Title:  
	 	 Authorized Agent



  

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	 LANDMARK CDO LIMITED, as a Lender

		
	By:	 	 Aladdin Capital Management LLC
 as Manager, as a Lender

		
	By:	 	 /s/ Joseph Moroney

	 	 	

	 	 	 Name:
	 	 Joseph Moroney,. CFA

	 	 	 Title:  
	 	 Director



  

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	LCM II LIMITED PARTNERSHIP, as a Lender
	By:	 	Lyon Capital Management as Attorney in Fact
		
	By:	 	/s/ Farboud Tavangar
	 	 	

	 	 	 Name:
	 	 Farbourd Tavangar

	 	 	 Title:
	 	 Senior Portfolio Manager



  

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	NATEXIS BANQUES POPULAIRES, as a Lender
		
	By:	 	/s/ Michael T. Pellerito
	 	 	

	 	 	 Name:
	 	 Michael T. Pellerito

	 	 	 Title:
	 	 Vice President

		
	By:	 	/s/ Cynthia E. Sachs
	 	 	

	 	 	 Name:
	 	 Cynthia E. Sachs

	 	 	 Title:
	 	 Vice President, Group Manager



  

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	NATIONAL CITY BANK, as a Lender
		
	By:	 	/s/ Jon W. Peterson
	 	 	

	 	 	 Name:
	 	 Jon W. Peterson

	 	 	 Title:
	 	 Senior Vice President



  

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	PACIFICA PARTNERS I, L.P., as a Lender
		
	By:	 	/s/ Phillip Otero
	 	 	

	 	 	 Name:
	 	 Phillip Otero

	 	 	 Title:
	 	 Senior Vice President

	
	PACIFICA CDO II, LTD., as a Lender
		
	By:	 	/s/ Phillip Otero
	 	 	

	 	 	 Name:
	 	 Phillip Otero

	 	 	 Title:
	 	 Senior Vice President



  

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	ROBECO CDO II, LTD., as a Lender
		
	By:	 	/s/ Harry Sherlach
	 	 	

	 	 	 Name:
	 	 Harry Sherlach

	 	 	 Title:
	 	 Principal, Portfolio Manager



  

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	SANKATY HIGH YIELD PARTNERS II, L.P., as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager

	
	SANKATY HIGH YIELD PARTNERS III, L.P., as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager

	
	SANKATY ADVISORS, INC., as Collateral Manager for Brant Point CBO 1999-1 LTD., as Term Lender, as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager

	
	SANKATY ADVISORS, INC., as Collateral Manager for Brant Point II CBO 2000-1 LTD., as Term Lender, as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









					
	SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill I-INGOTS, Ltd., as Term Lender, as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager

	
	SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill II-INGOTS, Ltd., as Term Lender, as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager

	
	SANKATY ADVISORS, LLC, as Collateral Manager for Great Point CLO 1999-1 Ltd., as Term Lender, as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager

	
	SANKATY ADVISORS, LLC, as Collateral Manager for Race Point CLO, Limited, as Term Lender, as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









					
	SANKATY ADVISORS, LLC, as Collateral Manager for Race Point II CLO, Limited, as Term Lender, as a Lender
		
	By:	 	/s/ Diane J. Exter
	 	 	

	 	 	 Name:
	 	 Diane J. Exter

	 	 	 Title:
	 	 Managing Director, Portfolio Manager



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









					
	TRS 1 LLC, as a Lender
		
	By:	 	/s/ Deborah O’Keeffe
	 	 	

	 	 	 Name:
	 	 Deborah O’Keeffe

	 	 	 Title:
	 	 Vice President



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









					
	TRS ECLIPSE LLC, as a Lender
		
	By:	 	/s/ Deborah O’Keeffe
	 	 	

	 	 	 Name:
	 	 Deborah O’Keeffe

	 	 	 Title:
	 	 Vice President



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 









					
	UNION SQUARE CDO LTD., as a Lender
		
	By:	 	Blackstone Debt Advisors L.P. as Collateral Manager
		
	By:	 	/s/ Dean Criares
	 	 	

	 	 	 Name:
	 	 Dean Criares

	 	 	 Title:
	 	 Managing Director



  

 AMERICAN TOWERS, INC. 
 NOTICE OF INCREMENTAL FACILITY COMMITMENT 
 SIGNATURE PAGE 








 Annex A 
  
 List of Guarantors 
  
 ATC GP, Inc. 
  
 ATC LP, Inc. 
  
 ATS/PCS, LLC 
  
 New Loma Communications, Inc. 
  
 ATC Tower Services, Inc. 
  
 UNIsite, LLC 
  
 American Tower Delaware Corporation 
  
 American
Tower Management, LLC 
  
 ATC Midwest, LLC 
  
 Telecom Towers, L.L.C. 
  
 Shreveport Tower Company 
  
 ATC South LLC 
  
 MHB Tower Rentals of America, LLC 
  
 ATC
International Holding Corp. 
  
 Kline Iron & Steel Co., Inc. 
  
 Carolina Towers, Inc. 
  
 ATC Mexico Holding Corp. 
  
 ATC MexHold, Inc. 
  
 ATC South America Holding Corp. 
  
 American Tower
Corporation de Mexico S. de R.L. de C.V. 
  
 MATC Celular S. de R.L. de C.V.

  
 MATC Digital S. de R.L. de C.V. 
  
 MATC Servicios, S. de R.L. de C.V. 
  
 Towers of America, L.L.L.P. 
  









 SCHEDULE 1 
  

				
	 Financial Institution

	  	Amount


	 Toronto Dominion (Texas), Inc.
	  	$	16,969,237.28
	 Addison CDO, Limited
	  	$	1,603,305.04
	 Aeries Finance-II Ltd.
	  	$	1,068,870.01
	 AIM Floating Rate Fund
	  	$	801,652.51
	 AIMCO CDO, 2000-A
	  	$	1,175,249.59
	 AIMCO CLO, 2001-A
	  	$	534,435.01
	 AMARA-2 Fin Ltd
	  	$	1,336,087.50
	 AMARA-2 Finance Ltd.
	  	$	534,435.01
	 American Express Certificate Co.
	  	$	644,033.06
	 APEX (Trimaran) CDO I, Ltd.
	  	$	1,068,870.01
	 Archimedes Funding, L.L.C.
	  	$	1,603,305.02
	 Archimedes Funding II, Ltd.
	  	$	1,603,305.02
	 Archimedes Funding III, Ltd.
	  	$	4,809,915.06
	 Avalon Capital Ltd.
	  	$	1,323,091.71
	 Balanced High-Yield Fund I, Ltd.
	  	$	1,603,305.02
	 Balanced High-Yield Fund II, Ltd.
	  	$	1,068,870.01
	 Ballyrock CDO I Limited
	  	$	3,741,045.05
	 Ballyrock CLO II Limited
	  	$	694,765.51
	 Bear Stearns Corporate Lending Inc.
	  	$	1,202,478.77
	 Bear Stearns Investment Products Inc.
	  	$	11,356,743.89
	 Bedford CDO, Limited
	  	$	534,435.01
	 Blackrock Senior Loan Trust
	  	$	534,435.01
	 Brant Point CBO 1999-1, Ltd.
	  	$	1,068,870.01
	 Brant Point II CBO 2000-1, Ltd.
	  	$	1,336,087.50
	 Bryn Mawr CLO, Ltd.
	  	$	1,262,991.90
	 Callidus Debt Partners CDO Fund I, Ltd.
	  	$	2,137,740.03
	 Callidus Debt Partners CLO Fund II, Ltd.
	  	$	1,927,261.86
	 Captiva IV Finance Ltd.
	  	$	1,870,522.53
	 Castle Hill I – Ingots, Ltd.
	  	$	2,555,495.97

  










				
	 Financial Institution

	  	Amount


	 Castle Hill II – Ingots, Ltd.
	  	$	2,180,292.84
	 Centurion CDO II, Ltd.
	  	$	801,652.52
	 Centurion CDO III, Limited
	  	$	534,435.01
	 Ceres II Finance Ltd.
	  	$	2,672,175.02
	 Charter View Portfolio
	  	$	1,336,087.50
	 CIT Group/Equipment
	  	$	8,189,242.90
	 Continental Assurance Company on behalf of its separate account (E)
	  	$	534,435.01
	 Credit Suisse First Boston International
	  	$	1,994,962.21
	 Cypresstree International Loan Holding Company Limited
	  	$	400,826.24
	 Cypresstree Investment I
	  	$	935,261.26
	 Cypresstree Investment II
	  	$	534,435.01
	 Debt Strategies Fund, Inc.
	  	$	2,672,175.02
	 Diversified Credit Portfolio
	  	$	267,217.50
	 Eaton Vance CDO II, Ltd.
	  	$	534,435.01
	 Eaton Vance Senior Income Trust
	  	$	455,626.12
	 Eaton Vance Institutional Senior Loan Fund
	  	$	267,217.50
	 ELC (Cayman) Ltd. CDO Series 1999-1
	  	$	1,281,629.16
	 Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund
	  	$	5,005,387.87
	 Fidelity Securities Fund: Fidelity Real Estate Income Fund
	  	$	642,420.63
	 Floating Rate Income Strategies Fund, Inc.
	  	$	4,000,000.00
	 Forest Creek CLO, Ltd.
	  	$	950,475.33
	 Galaxy CLO 1999-1
	  	$	3,581,241.91
	 Galaxy CLO 2003-1 Ltd
	  	$	1,100,208.54
	 General Electric Capital Corporation
	  	$	13,360,875.15
	 Grayson & Co.
	  	$	1,870,522.53
	 Great Point CLO 1999-1 Ltd.
	  	$	2,283,611.02
	 Harbourview CLO IV, Ltd.
	  	$	1,308,992.53
	 Harbourview CLO V, Ltd.
	  	$	2,286,790.22

  










				
	 Financial Institution

	  	Amount


	 IDS Life Insurance Company
	  	$	644,033.06
	 ING ORYX CLO, Ltd.
	  	$	1,068,870.01
	 ING Prime Rate Trust
	  	$	1,068,870.01
	 Invesco 2000-1 Ltd.
	  	$	321,210.31
	 Invesco European CDO I S.A.
	  	$	801,652.51
	 Isles CBO, Ltd.
	  	$	534,435.01
	 Jissekikun Funding, Ltd.
	  	$	1,068,870.01
	 KZH Cypresstree-1 LLC
	  	$	3,607,436.28
	 KZH ING-2 LLC
	  	$	2,164,835.01
	 KZH Riverside LLC
	  	$	534,435.01
	 KZH Soleil LLC
	  	$	1,603,305.02
	 KZH Soleil-2 LLC
	  	$	2,672.175.02
	 Landmark CDO Limited
	  	$	2,672,175.02
	 Longhorn CDO (Cayman) Ltd.
	  	$	2,672,175.02
	 Longhorn CDO II, Ltd.
	  	$	1,870,522.53
	 Magnetite Asset Investors III, LLC
	  	$	2,672,175.02
	 Magnetite Asset Investors, LLC
	  	$	2,939,392.53
	 Master Senior Floating Rate Trust
	  	$	12,820,947.03
	 ML CLO XV Pilgrim
	  	$	1,068,870.01
	 ML CLO XX Pilgrim America
	  	$	1,336,087.50
	 ML CLO XV Pilgrim America (Cayman) Ltd.
	  	$	2,508,548.66
	 Merrill Lynch Global Investment Series: Income Strategies Portfolio
	  	$	6,413,220.07
	 Merrill Lynch Prime Rate Portfolio
	  	$	2,508,548.66
	 Muirfield Trading, Inc.
	  	$	1,870,522.53
	 Natexis Banques Populaires
	  	$	2,939,392.53
	 Nemean CLO, Ltd.
	  	$	1,603,305.02
	 Olympic Funding Trust, Series 1999-1
	  	$	3,741,045.05
	 Oppenheimer Senior Floating Rate Fund
	  	$	978,434.01
	 Pacifica CDO II, Ltd.
	  	$	1,927,261.89
	 Pacifica Partners I, L.P.
	  	$	1,068,870.01

  










				
	 Financial Institution

	  	Amount


	 Pilgrim CLO 1999-1 Ltd.
	  	$	2,137,740.03
	 PPM Spyglass
	  	$	2,723,421.29
	 Race Point CLO, Limited
	  	$	2,415,206.78
	 Race Point II CLO, Limited
	  	$	1,284,841.26
	 Robeco CDO II Limited
	  	$	2,672,175.02
	 Rosemont CLO, Ltd.
	  	$	1,603,305.02
	 Sankaty Hight Yield II, L.P.
	  	$	852,898.75
	 Sankaty High Yield III, L.P.
	  	$	1,772,786.15
	 Seaboard CLO 2000 Ltd.
	  	$	2,137,740.03
	 Sequils Centurion V, Ltd.
	  	$	1,471,268.85
	 Sequils-Cumberland I, Ltd.
	  	$	534,435.01
	 Sequils-Liberty, Ltd.
	  	$	801,652.52
	 Sequils-Magnum, Ltd.
	  	$	2,568,870.01
	 Sequils-Pilgrim I, Ltd.
	  	$	2,137,740.03
	 Senior Debt Portfolio
	  	$	2,271,348.77
	 Senior High Income Portfolio, Inc.
	  	$	1,068,870.01
	 Titanium CBO I, Ltd.
	  	$	1,068,870.01
	 Triton CDO IV, Limited
	  	$	801,652.51
	 Tryon CLO 2000-1
	  	$	1,281,629.16
	 Union Square CDO Ltd.
	  	$	644,034.75
	 Waveland Ingots Ltd.
	  	$	2,241,045.04

  









 SCHEDULE 2 
  

			
	Incremental Facility
Amount:	  	Up to $267,000,000 (“Term Loan C Loans”)
		
	Co-Lead Arrangers and Joint Bookrunners:	  	TD Securities (USA) Inc. and J.P. Morgan Securities Inc.
		
	Administrative Agent:	  	Toronto Dominion (Texas), Inc.
		
	Syndication Agent:	  	J.P. Morgan Securities Inc.
		
	Purpose:	  	Proceeds may used solely for the purpose of refinancing the Term Loan B Loans.
		
	Loans:	  	The Incremental Facility Lenders having Term Loan C Loan Commitments (the “Term Loan C Lenders”) agree severally, and not jointly, upon the terms and subject to the conditions
of this Notice and the Loan Agreement to lend to the Borrowers up to $267,000,000 on the effective date of the Term Loan C Loan Commitments, such amounts not to exceed, (i) in the aggregate at any one time outstanding, the Term Loan C Loan
Commitments and, (ii) individually, such Term Loan C Lender’s Term Loan C Loan Commitment, in each case, as in effect from time to time; provided, however that amounts repaid under the Term Loan C Loans may not be
reborrowed.
		
	Conditions Precedent:	  	 The obligation of the Term Loan C Lenders to undertake the Term Loan C Loan Commitments, and the effectiveness of the Term Loan C Loan Commitments
are subject to the prior or contemporaneous fulfillment of each of the following conditions:
  
 (a) The Administrative Agent and the Term Loan C Lenders shall have received each of the following:
  
 (i) Notice of Incremental Facility Commitment, duly
executed by the Borrowers, the Restricted Subsidiaries and the other Guarantors;
  
 (ii) duly executed Term Loan C Notes;
  
 (iii) revised projections, which shall be in form and substance reasonably satisfactory to the Administrative Agent and which
shall demonstrate the Borrowers’ ability to timely repay the Term Loan C Loans and to comply with Sections 7.8, 7.9, 7.10, 7.11 and 7.15 of the Loan Agreement after giving effect thereto;


  










			
	 	  	 (iv) all such other documents as either the Administrative Agent or any Term Loan C Lender may reasonably
request, certified by an appropriate governmental official or an Authorized Signatory if so requested; and
  
 (v) any and all fees which may be due upon closing.
  
 (b) The Administrative Agent and the Term Loan C Lenders shall have received evidence satisfactory to them that all
Necessary Authorizations, other than Necessary Authorizations the absence of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, including, without limitation, all necessary consents to the
closing of the Term Loan C Loans, have been obtained or made, are in full force and effect and are not subject to any pending or, to the Knowledge of the Borrowers, threatened reversal or cancellation, and the Administrative Agent and the Term Loan
C Lenders shall have received a certificate of an Authorized Signatory so stating.

		
	Availability:	  	Subject to the provisions herein and in the Loan Agreement, the Term Loan C Loans shall be fully drawn on the Closing Date; provided, however, that additional revolving or term
loan incremental facilities shall be available after the Closing Date subject to the terms and conditions of Section 2.15 of the Loan Agreement.
		
	Term Loan C Loan Maturity Date:	  	December 31, 2007.

  










			
	Repayment Schedule:	  	The Term Loan C Loans shall amortize in equal quarterly installments
commencing on March 31, 2004, in the quarterly percentages set forth below on
the dates set forth below based on the
principal amount of the Term Loan C
Loans outstanding on the Closing Date:

  

				
	 Date

	  	Quarterly
Percentage

	 
	 March 31, 2004, June 30, 2004, September 30, 2004 and December 31, 2004
	  	0.25	%
	 March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005
	  	0.25	%
	 March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006
	  	0.25	%
	March 31, 2007 and June 30, 2007	  	0.25	%
	 September 30, 2007
	  	48.25	%
	 Maturity Date
	  	48.25	%


  

			
	Interest Rate:	  	For all purposes under the Loan Agreement, the Term Loan C Loans shall accrue interest as set forth for the Loans under Section 2.3(f) of the Loan Agreement with the following Applicable
Margins: with respect to LIBOR Advances, 2.25% and with respect to Base Rate Advances, 1.25%.
		
	Payments:	  	Payments of interest and principal shall, except to the extent set forth herein, be payable in the same manner as payments for interest and principal of the Term Loans under the Loan
Agreement.
		
	Mandatory Reduction/ Repayment:	  	As set forth in the Loan Agreement, which mandatory repayments include, but are not limited to: (1) 100.0% of the Unreinvested Net Proceeds from all sales, transfers or other dispositions of
assets of the Borrowers and their Restricted Subsidiaries or from any insurance or condemnation proceedings in respect of such assets above US$10,000,000 in the aggregate during the term of the Facilities; (2) 50.0% of Excess Cash Flow for each
fiscal year commencing with the fiscal year ending December 31, 2004, payable on the April 15th immediately following each fiscal year end; and (3) if the Leverage Ratio is greater than 5.00 to 1.00 at any time when the Parent, any Borrower or any
Restricted Subsidiary receives any Capital Raise Proceeds, 100% of such Capital Raise Proceeds.

  










			
	Assignments/ Participations:	  	The Term Loan C Lenders shall be permitted to assign and sell participations in their loans and commitments, subject, in the case of assignments (other than to any Affiliate of such Lender or to
another Lender), to the consent of the Borrowers (other than when any Event of Default shall have occurred and is continuing) and the Administrative Agent (which consent shall not be unreasonably withheld). In the case of partial assignments (other
than to another Lender or Affiliate of a Lender), the minimum assignment amount shall be $1,000,000 unless otherwise agreed by the Borrowers and Administrative Agent. The Administrative Agent shall receive a processing fee of $3,500 payable by the
assignor and/or the assignee.