EX-10.2



 Exhibit 10.2 

Execution Version 
 SECOND
AMENDMENT TO LOAN AGREEMENT 
 This Second Amendment to Loan Agreement (this “Amendment”) is made as of
September 19, 2014, by and among AMERICAN TOWER CORPORATION, as Borrower (the “Company”), TORONTO DOMINION (TEXAS) LLC, as Administrative Agent (the “Administrative Agent”), and the financial
institutions whose names appear as lenders on the signature page hereof. 
 WHEREAS, the Company and the Administrative Agent are
party to that certain Loan Agreement, dated as of June 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”) among the Company, the Administrative Agent
and the Lenders from time to time party thereto. 
 WHEREAS, the Company, the Administrative Agent and the Lenders who are
signatories hereto and who constitute Majority Lenders have agreed to amend the Loan Agreement pursuant to Section 12.12 of the Loan Agreement. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the parties hereby agree as follows: 
 1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings given to them in the Loan Agreement. 
 2. AMENDMENT. The Loan Agreement is hereby amended as follows: 

(a) The definition of “Designated Person” in Section 1.01 of the Loan Agreement is amended in its entirety as follows: 

“Designated Person” means a person or entity (a) listed in the annex to, or otherwise subject to the
provisions of, any Executive Order (as defined in the definition of “Sanctions Laws and Regulations”), (b) named as a “Specifically Designated National and Blocked Person” (“SDN”) on the most current list published
by the U.S. Department of the Treasury Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list, (c) any Person listed in any Sanctions-related list of designated
Persons maintained by the United Nations Security Council, the European Union or any EU member state, (d) any Person operating, organized or resident in a Sanctioned Country or (e) in which an entity or person on the SDN List (or any
combination of such entities or persons) has 50% or greater direct or indirect ownership interest or that is otherwise controlled, directly or indirectly, by an entity or person on the SDN List (or any combination of such entities or persons). 







 (b) The definition of “Funds From Operations” in Section 1.01 of the Loan
Agreement is amended in its entirety as follows: 
 “Funds From Operations” means net income (computed in
accordance with GAAP), excluding gains (or losses) from sales of property and extraordinary and unusual items, plus depreciation, amortization and dividends declared on preferred stock, and after adjustments for unconsolidated minority
interests, on a consolidated basis for the Company and its Subsidiaries. 
 (c) The definition of “Sanctioned Country” in
Section 1.01 of the Loan Agreement is amended in its entirety as follows: 
 “Sanctioned Country” means
a country that is, or whose government is, the target or subject of a sanctions program identified on the list maintained by (a) OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time
to time or (b) the United Nations Security Council, European Union or the United Kingdom. 
 (d) Section 4.1(n) of the Loan
Agreement is amended in its entirety to read as follows: 
 (n) Designated Persons; Sanctions Laws and Regulations.
Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of their respective directors, officers, brokers or other agents is a Designated Person. The Company, its Subsidiaries and their respective officers and
employees and to the knowledge of the Company, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws and Regulations in all material respects. 

(e) Section 5.11 of the Loan Agreement is deleted in full. 

(f) Section 7.1(g) of the Loan Agreement is amended in its entirety to read as follows: 

(g) Indebtedness of Subsidiaries of the Company, so long as (i) no Default exists or would be caused thereby and
(ii) the principal outstanding amount of such Indebtedness at the time of its incurrence does not exceed (when taken together with the principal outstanding amount at such time of Indebtedness incurred under Section 7.1(i) hereof (or
portion thereof) that is guaranteed by any Subsidiary of the Company), in the aggregate, the greater of (x) $800,000,000 and (y) fifty percent (50%) of Adjusted EBITDA of the Company and its Subsidiaries on a consolidated basis as of
the last day of the most recently completed fiscal quarter; 
 (g) Section 7.1(k) of the Loan Agreement is amended in its entirety to
read as follows: 







 (k) Guaranties by any Subsidiary of the Company of any of the foregoing except
for the Indebtedness set forth under Section 7.1(h) hereof; provided that there shall be no prohibition against Guaranties by any Subsidiaries of the Company that (i) are special purposes entities directly involved in any ABS Facilities
and (ii) have no material assets other than the direct or indirect Ownership Interests in special purpose entities directly involved in such ABS Facilities; provided further that the principal outstanding amount of any Indebtedness set forth in
Section 7.1(i) hereof (or portion thereof) that is guaranteed by any Subsidiary of the Company shall not exceed (when taken together with the principal outstanding amount at such time of Indebtedness incurred under Section 7.1(g) hereof),
in the aggregate, the greater of (x) $800,000,000 and (y) fifty percent (50%) of Adjusted EBITDA of the Company and its Subsidiaries on a consolidated basis as of the last day of the most recently completed fiscal quarter; and 

(h) Section 7.1 of the Loan Agreement is amended by adding the following new Section 7.1(l) after Section 7.1(k): 

(l) In respect of Subsidiaries of the Company that are owned by the Company and one or more joint venture partners,
Indebtedness of such Subsidiaries owed to such joint venture partners. 
 (i) Section 7 of the Loan Agreement is amended by adding the
following new Section 7.10 after Section 7.9: 
 7.10 Use of Proceeds. The Company shall not, nor shall the Company permit
any of its Subsidiaries to, use the proceeds of any Loan or Letter of Credit directly, or to the Company’s knowledge indirectly, to fund any operations in, finance any investments or activities in, or make any payments to a Designated Person or
a Sanctioned Country, in violation of Anti-Corruption Laws or in any manner that would result in the violation of any Sanctions Laws and Regulations applicable to any party hereto. 

3. BRING-DOWN OF REPRESENTATIONS. The Company hereby certifies that, as of the date of this Amendment, (i) the representations and
warranties contained in Section 4.1 of the Loan Agreement are true and correct in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and
correct, both before and after giving effect to this Amendment, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of the Loan Agreement except to the extent stated to have been made as of the
Agreement Date, and (ii) no Default exists. 
 4. EFFECTIVENESS. This Amendment shall become effective upon the Administrative Agent
receiving this Amendment duly executed by the Company and the Majority Lenders. 
 5. NO OTHER AMENDMENTS. Except as provided herein, each
of the other provisions of the Loan Agreement shall remain in full force and effect. 







 6. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic transmission shall be
effective as delivery of a manually executed counterpart. 
 7. GOVERNING LAW. This Amendment shall be construed in accordance with and
governed by the internal laws of the State of New York applicable to agreements made and to performed in the State of New York. 
 8.
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/ THOMAS A. BARTLETT

		 		 	Name:	 	Thomas A. Bartlett
		 		 	Title:	 	 Executive Vice President and Chief
 Financial
Officer


 [Signature Page to Second Amendment to Loan Agreement] 








							
		 		 	TORONTO DOMINION BANK, NEW YORK BRANCH, as Issuing Bank
				
		 		 	By:	 	 /S/ ROBYN ZELLER

		 		 	Name:	 	Robyn Zeller
		 		 	Title:	 	Vice President
			
	LENDERS	 		 	TORONTO DOMINION (TEXAS) LLC, as Administrative Agent and a Lender
				
		 		 	By:	 	 /S/ ALICE MARE

		 		 	Name:	 	Alice Mare
		 		 	Title:	 	Authorized Signatory
			
		 		 	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	 /S/ LUCA SACCHI

		 		 	Name:	 	Luca Sacchi
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /S/ MAURICIO BENITEZ

		 		 	Name:	 	Mauricio Benitez
		 		 	Title:	 	Vice President
			
		 		 	Bank of America, N.A., as a Lender
				
		 		 	By:	 	 /S/ JAY D. MARQUIS

		 		 	Name:	 	Jay D. Marquis
		 		 	Title:	 	Director
			
		 		 	BARCLAYS BANK PLC, as a Lender
				
		 		 	By:	 	 /S/ ALICIA BORYS

		 		 	Name:	 	Alicia Borys
		 		 	Title:	 	Vice President

 [Signature Page to Second Amendment to Loan Agreement] 








			
	BNP Paribas, as a Lender
		
	By:	 	 /S/ BARBARA NASH

	Name:	 	Barbara Nash
	Title:	 	Managing Director
		
	By:	 	 /S/ JENNY SHUM

	Name:	 	Jenny Shum
	Title:	 	Vice President
	
	Citibank, N.A., as a Lender
		
	By:	 	 /S/ CAROLYN KEE

	Name:	 	Carolyn Kee
	Title:	 	Vice President
	
	CoBank ACB, as a Lender
		
	By:	 	 /S/ GARY FRANKE

	Name:	 	Gary Franke
	Title:	 	Vice President
	
	 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


 [Signature Page to Second Amendment to Loan Agreement] 







 
			
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /S/ MICHELLE LATZONI

	Name:	 	Michelle Latzoni
	Title:	 	Authorized Signatory
	
	HSBC Bank USA, National Association, as a Lender
		
	By:	 	 /S/ MANUEL BURGUENO

	Name:	 	Manuel Burgueno
	Title:	 	Senior Vice President
	
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /S/ SANDEEP S. PARIHAR

	Name:	 	Sandeep S. Parihar
	Title:	 	Vice President
	
	MIZUHO BANK, LTD., as a Lender
		
	By:	 	 /S/ BETRAM H. TANG

	Name:	 	Betram H. Tang
	Title:	 	Authorized Signatory
	
	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/ D.W. SCOTT JOHNSON

	Name:	 	D.W. Scott Johnson
	Title:	 	Authorized Signatory


 [Signature Page to Second Amendment to Loan Agreement] 







 
			
	SANTANDER BANK, N.A., as a Lender
		
	By:	 	 /S/ MATTHEW BARTLETT

	Name:	 	Matthew Bartlett
	Title:	 	Vice President
	
	Sumitomo Mitsui Banking Corporation, as a Lender
		
	By:	 	 /S/ KATSUYUKI KUBO

	Name:	 	Katsuyuki Kabo
	Title:	 	Managing Director
	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	 /S/ MATTHEW ANTIOCO

	Name:	 	Matthew Antioco
	Title:	 	Vice President
	
	The Royal Bank of Scotland plc, as a Lender
		
	By:	 	 /S/ ALEX DAW

	Name:	 	Alex Daw
	Title:	 	Director


 [Signature Page to Second Amendment to Loan Agreement]