EXHIBIT 10.1A
FIRST AMENDMENT
TO
PARENT LOAN AGREEMENT
THIS FIRST AMENDMENT TO PARENT LOAN AGREEMENT (this "Amendment"), dated
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as of the 30th day of October, 1998 (the "Amendment Date"), by and among
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AMERICAN TOWER CORPORATION, a Delaware corporation (the "Borrower"), the
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FINANCIAL INSTITUTIONS SIGNATORY HERETO and TORONTO DOMINION (TEXAS), INC., as
administrative agent (the "Administrative Agent") for the Lenders (as defined in
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the Loan Agreement defined below);
W I T N E S S E T H:
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WHEREAS, the Borrower, the Lenders and the Administrative Agent are
parties to that certain Parent Loan Agreement dated as of June 16, 1998 (as
amended, modified, supplemented and restated from time to time, the
"Loan Agreement"); and
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WHEREAS, the Borrower has informed the Administrative Agent that it would
like to make investments (a) in entities with whom it has not signed an
acquisition agreement and (b) using assets, neither of which is currently
permitted under Section 7.6, Investments and Acquisitions, of the Loan
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Agreement; and Agreement; and
WHEREAS, the Borrower has requested that the Lenders amend the Loan
Agreement to permit such investments; and
WHEREAS, the Borrower and the Lenders have agreed to amend the Loan
Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Loan Agreement, and further agree as follows:
1. Amendments to Article 7.
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(a) Section 7.6 of the Loan Agreement, Investments and Acquisitions, is
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hereby amended by deleting subsection (b) thereof in its entirety and by
substituting the following in lieu thereof:
"(b) so long as no Default then exists or would be caused thereby,
establish Unrestricted Subsidiaries and make Investments in such
Unrestricted Subsidiaries using (i) cash or, (ii)(A) that certain tower
located in Newton, Massachusetts (acquired from Intracoastal Broadcasting,
Inc.) and (B) with the consent of the Majority Lenders, other assets,
which, in the aggregate for clauses (i) and (ii) hereof do not exceed, at
any time, (x) the sum of (i) $50,000,000 and (ii) equity proceeds (which
may be retained by the Borrowers under Section 2.7 hereof) not used to pay
the Separation Obligations or to make Investments permitted under Sections
7.6(c) and (d) hereof, minus (y) the aggregate value of the assets invested
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(valuing such assets at the time of Investment as may be agreed to by the
Administrative Agent), if any, in such Unrestricted Subsidiaries."
(b) Section 7.6 of the Loan Agreement, Investments and Acquisitions, is
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hereby further amended by deleting subsection (d) thereof in its entirety and by
substituting the following in lieu thereof:
"(d) so long as no Default then exists or would be caused thereby and
subject to compliance with Section 5.13 hereof, make Investments in
communications sites and in related companies and related businesses using
cash in an aggregate amount not to exceed, at any time, the sum of (A)
$25,000,000 and (B) equity proceeds (which may be retained by the Borrowers
under Section 2.7 hereof) not used to pay the Separation Obligations or to
make I nvestments permitted under Sections 7.6(b) and (c); provided,
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however, that no more than $30,000,000 may be invested hereunder in the
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aggregate in any Persons with whom the Parent, either Borrower or any of
their Subsidiaries has not executed a binding acquisition or merger
agreement;"
2. No Other Amendment or Waiver. Except for the amendments set
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forth above, the text of the Loan Agreement and all other Loan Documents shall
remain unchanged and in full force and effect. No waiver by the Administrative
Agent or the Lenders under the Loan Agreement or any other Loan Document is
granted or intended except as expressly set forth herein, and the Administrative
Agent and the Lenders expressly reserve the right to require strict compliance
in all other respects (whether or not in connection with any Requests for
Advance). Except as set forth herein, the amendment agreed to herein shall not
constitute a modification of the Loan Agreement or any of the other Loan
Documents, or a course of dealing with the Administrative Agent and the Lenders
at variance with the Loan Agreement or any of the other Loan Documents, such as
to require further notice by the Administrative
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Agent, the Lenders or the Majority Lenders to require strict compliance with the
terms of the Loan Agreement and the other Loan Documents in the future.
3. Loan Documents. This document shall be deemed to be a Loan
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Document for all purposes under the Loan Agreement and the other Loan Documents.
4. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.
5. Governing Law. This Amendment shall be construed in accordance
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with and governed by the laws of the State of New York.
6. Severability. Any provision of this Amendment which is
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prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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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 first above written.
BORROWER: AMERICAN TOWER CORPORATION
By:
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Title:
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ADMINISTRATIVE AGENT
AND LENDERS: TORONTO DOMINION (TEXAS), INC., as Administrative Agent
for itself and for the Lenders and as a Lender
By:
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Title:
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ARCHIMEDES FUNDING II, LTD., as a Lender
By:
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Title:
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BANK OF MONTREAL, CHICAGO BRANCH, as a Lender
By:
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Title:
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DEBT STRATEGIES FUND, INC., as a Lender
By:
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Title:
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DEBT STRATEGIES FUND II, INC., as a Lender
By:
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Title:
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FIRST DOMINION FUNDING I, as a Lender
By:
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Title:
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GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
By:
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Title:
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ING HIGH INCOME PRINCIPAL PRESERVATION FUND
HOLDINGS, LDC
By ING Capital Advisors, Inc., as Investment Advisors,
Inc., as a Lender
By:
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Title:
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KZH III LLC, as a Lender
By:
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Title:
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KZH IV LLC, as a Lender
By:
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Title:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES PORTFOLIO, as a Lender
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P.,
as Investment Advisor
By:
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Title:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT SERIES: INCOME
STRATEGIES PORTFOLIO, as a Lender
By ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P., as Investment
Advisor
By:
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Title:
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OCTAGON LOAN TRUST, by Octagon Credit Investors, as
Manager, as a Lender
By:
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Title:
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PACIFICA PARTNERS I, L.P., as a Lender
By:
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Title:
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SANKATY HIGH YIELD ASSET PARTNERS, L.P., as a Lender
By:
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Title:
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SENIOR HIGH INCOME PORTFOLIO, INC., as a Lender
By:
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Title:
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UNION BANK OF CALIFORNIA, N.A., as a Lender
By:
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Title:
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