EXHIBIT 10.3A
EXECUTION COPY
SECOND AMENDMENT AND WAIVER
TO
ATS FACILITY A LOAN AGREEMENT
THIS SECOND AMENDMENT AND WAIVER TO ATS FACILITY A LOAN AGREEMENT (this
"Amendment and Waiver"), dated as of the 8th day of February, 1999 (the
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"Amendment and Waiver Date"), by and among AMERICAN TOWER, L.P. (formerly known
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as American Tower Systems, L.P.), a Delaware limited partnership, and AMERICAN
TOWERS, INC. (formerly known as American Tower Systems (Delaware), Inc.), a
Delaware corporation (collectively, the "Borrower"), the FINANCIAL INSTITUTIONS
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SIGNATORY HERETO and TORONTO DOMINION (TEXAS), INC., as administrative agent
(the "Administrative Agent") for the Banks (as defined in the Loan Agreement
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defined below);
W I T N E S S E T H:
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WHEREAS, the Borrower, the Banks and the Administrative Agent are parties
to that certain ATS Facility A Loan Agreement dated as of June 16, 1998, as
amended by that certain First Amendment to ATS Facility A Loan Agreement dated
as of October 30, 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 American
Tower Corporation, a Delaware corporation and the parent company of the Borrower
(the "Parent") will issue an estimated 25,700,000 shares of Capital Stock in a
public sale and 500,000 shares of Capital Stock in a private sale, both to be
consummated in February, 1999 (the actual issuance being referred to hereinafter
as the "1999 Parent Equity Issuance"); and
WHEREAS, the Borrower has informed Administrative Agent that it would like
to receive Facility A Capital Raise Proceeds in connection with the 1999 Parent
Equity Issuance without (a) making certain repayments of the Loans, as would
otherwise be required pursuant to Section 2.7(b)(v) of the Loan Agreement (the
"Mandatory Repayment") or (b) having the Revolving Loan Commitment reduced, as
would otherwise be required pursuant to Section 2.5(d) of the Loan Agreement,
upon and in an amount equal to any repayment of the Revolving Loans required
under Section 2.7(b)(v) of the Loan Agreement (the "Mandatory Reduction"), in
each case, upon receipt by the Parent, the Borrower or any Restricted Subsidiary
of any such Facility A Capital Raise Proceeds; and
WHEREAS, the Borrower has requested that the Banks waive, solely in
connection with the 1999 Parent Equity Issuance, each of (i) the Mandatory
Reduction, (ii) the Mandatory Repayment and (iii) any Default or Event of
Default under the Facility A Loan Agreement which would otherwise occur if the
Mandatory Repayment is not made; and
WHEREAS, the Borrower and the Banks have agreed to (a) waive, solely in
connection with the 1999 Parent Equity Issuance, (i) the Mandatory Reduction,
(iii) the Mandatory Repayment and (ii) any Default or Event of Default under the
Facility A Loan Agreement which would otherwise occur if the Mandatory Repayment
is made not made, and (b) amend Section 2.3 (f) of the Loan Agreement to change
the Applicable Margin set forth therein, in each case, 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. Waiver In Connection with the Equity Issuance. This Amendment and
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Waiver, when executed by each of the Banks and accepted by the Borrower, will,
subject to the terms and conditions hereof, reflect the Banks' waiver, solely in
connection with the 1999 Parent Equity issuance of (i) the Mandatory Reduction,
(ii) the Mandatory Repayment, and (iii) any Default or Event of Default under
the Loan Agreement which would otherwise arise as a direct or indirect result of
the failure to make the Mandatory Repayment, in each case, as would otherwise be
required under the Loan Agreement as a direct or indirect result of receipt by
the Parent, the Borrower or any Restricted Subsidiary of any Facility A Capital
Raise Proceeds in connection with the 1999 Parent Equity Issuance.
2. Amendment to Article 2. Section 2.3(f) of the Loan Agreement,
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Interest: Applicable Margin, is hereby amended by deleting the first sentence
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immediately following the Applicable Margin Ratio grid set forth in such section
in its entirety and by substituting in lieu thereof the following:
"Notwithstanding the foregoing, the LIBOR Advance Applicable Margin shall
not be less than, (i) prior to and including June 30, 1999, two percent
(2.000%), and (ii) from July 1, 1999 through and including December 31,
1999, one and three quarters of one percent (1.750%)."
3. No Other Amendment or Waiver. Except for the amendments set forth
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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 Banks under the Loan
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Agreement or any other Loan Document is granted or intended except as expressly
set forth herein, and the Administrative Agent and the Banks 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 Banks at variance with the Loan Agreement or any of
the other Loan Documents, such as to require further notice by the
Administrative Agent, the Banks or the Majority Banks to require strict
compliance with the terms of the Loan Agreement and the other Loan Documents in
the future.
4. Representations and Warranties. The Borrower hereby represents and
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warrants in favor of each of the Administrative Agent and each Bank that the
representations and warranties contained in Section 4.1 of the Loan Agreement
and contained in the other Loan Documents remain true and correct as of the date
hereof, both before and after giving effect to this Amendment and Waiver, except
to the extent previously fulfilled in accordance with the terms of the Loan
Agreement or such other Loan Document, as applicable, or to the extent relating
specifically to the Agreement Date. No Default now exists or will be caused
hereby.
5. Condition Precedent. The effectiveness of this Amendment and Waiver
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is subject to the receipt by the Administrative Agent of counterparts hereof
executed by the Banks and the Borrower and of all documents, instruments,
consents or items which the Administrative Agent shall deem appropriate in
connection herewith.
6. Loan Documents. This document shall be deemed to be a Loan Document
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for all purposes under the Loan Agreement and the other Loan Documents.
7. Counterparts. This Amendment and Waiver may be executed in any
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number of 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.
8. Governing Law. This Amendment and Waiver shall be construed in
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accordance with and governed by the laws of the State of New York.
9. Severability. Any provision of this Amendment and Waiver 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 and
Waiver or caused it to be executed by their duly authorized officers, all as of
the day and year first above written.
BORROWERS: AMERICAN TOWER, L.P. (formerly known as
American Tower Systems, L.P.)
By ATC GP INC. (formerly known as ATSC GP Inc.),
its General Partner
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC. (formerly known as
American Tower Systems (Delaware), Inc.)
By:_____________________________________________
Title:_____________________________________
ADMINISTRATIVE AGENT
AND BANKS: TORONTO DOMINION (TEXAS), INC., as
Administrative Agent for itself and the Banks
and as a Bank
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 1
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By:_____________________________________________
Title:_____________________________________
BANK OF MONTREAL, as a Bank
By:_____________________________________________
Title:_____________________________________
THE BANK OF NEW YORK, as a Bank
By:_____________________________________________
Title:_____________________________________
THE BANK OF NOVA SCOTIA, as a Bank
By:_____________________________________________
Title:_____________________________________
BANK OF SCOTLAND, as a Bank
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 2
BANKBOSTON, N.A., as a Bank
By:_____________________________________________
Title:_____________________________________
BANKERS TRUST COMPANY, as a Bank
By:_____________________________________________
Title:_____________________________________
BARCLAYS BANK, PLC, as a Bank
By:_____________________________________________
Title:_____________________________________
THE CHASE MANHATTAN BANK, as a Bank
By:_____________________________________________
Title:_____________________________________
THE CIT GROUP/EQUIPMENT FINANCING, INC., as
a Bank
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 3
CITY NATIONAL BANK, as a Bank
By:_____________________________________________
Title:_____________________________________
COBANK, ACB, as a Bank
By:_____________________________________________
Title:_____________________________________
CREDIT LYONNAIS NEW YORK BRANCH, as a Bank
By:_____________________________________________
Title:_____________________________________
CREDIT SUISSE FIRST BOSTON, as a Bank
By:_____________________________________________
Title:_____________________________________
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 4
CRESTAR BANK, as a Bank
By:_____________________________________________
Title:_____________________________________
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as a Bank
By:_____________________________________________
Title:_____________________________________
By:_____________________________________________
Title:_____________________________________
FIRST NATIONAL BANK OF MARYLAND, as a Bank
By:_____________________________________________
Title:_____________________________________
FLEET NATIONAL BANK, as a Bank
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 5
GENERAL ELECTRIC CAPITAL CORPORATION, as a Bank
By:_____________________________________________
Title:_____________________________________
THE ▇▇▇▇▇▇ BANK, N.A., as a Bank
By:_____________________________________________
Title:_____________________________________
KEY CORPORATE CAPITAL INC., as a Bank
By:____________________________________________
Title:____________________________________
▇▇▇▇▇▇ COMMERCIAL PAPER INC., as a Bank
By:_____________________________________________
Title:_____________________________________
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
NEW YORK BRANCH, as a Bank
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 6
MELLON BANK, N.A., as a Bank
By:_____________________________________________
Title:_____________________________________
MERCANTILE BANK NATIONAL ASSOCIATION, as a Bank
By:_____________________________________________
Title:_____________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as a Bank
By:_____________________________________________
Title:_____________________________________
NATIONAL BANK OF CANADA, as a Bank
By:_____________________________________________
Title:_____________________________________
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 7
PNC BANK, NATIONAL ASSOCIATION, as a Bank
By:_____________________________________________
Title:_____________________________________
SOCIETE GENERALE, NEW YORK BRANCH, as a Bank
By:_____________________________________________
Title:_____________________________________
STATE STREET BANK AND TRUST COMPANY, as a Bank
By:_____________________________________________
Title:_____________________________________
UNION BANK OF CALIFORNIA, N.A., as a Bank
By:_____________________________________________
Title:_____________________________________
US TRUST, as a Bank
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 8
SYNDICATED LOAN FUNDING TRUST
By ▇▇▇▇▇▇ Commercial Paper, Inc., not in its
individual capacity, but solely as Asset Manager
By:_____________________________________________
Title:_____________________________________
AMERICAN TOWERS, INC.
AMERICAN TOWER, L.P..
SECOND AMENDMENT AND WAIVER TO ITS FACILITY A LOAN AGREEMENT
Signature Page 9