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AMENDED AND RESTATED LOAN AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, dated as
of the 18th day of October, 2002 (this "Amendment"), is made by and among
AMERICAN TOWER CORPORATION, a Delaware corporation (the "Parent"), AMERICAN
TOWER, L.P., a Delaware limited partnership ("AT LP"), AMERICAN TOWERS, INC., a
Delaware corporation ("AT Inc."), TOWERSITES MONITORING, INC., a Delaware
corporation ("Towersites") and AMERICAN TOWER INTERNATIONAL, INC., a Delaware
corporation (collectively, with AT LP, AT Inc. and Towersites, the "Borrowers"),
VERESTAR, INC., a Delaware corporation ("Verestar"), THE FINANCIAL INSTITUTIONS
SIGNATORIES HERETO and TORONTO DOMINION (TEXAS), INC., as administrative agent
(in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, Verestar, the Lenders (as defined therein), the
Issuing Bank (as defined therein) and the Administrative Agent are all parties
to that certain Amended and Restated Loan Agreement dated as of January 6, 2000
(as previously amended and as hereafter amended, modified, restated and
supplemented from time to time, the "Loan Agreement"); and
WHEREAS, the Borrowers have requested amendments to certain provisions
of the Loan Agreement, and, subject to the terms and conditions set forth
herein, the Lenders are willing to amend certain provisions of the Loan
Agreement as more specifically set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree that all capitalized terms
used and not defined herein shall have the meanings ascribed to such terms in
the Loan Agreement, and further hereby agree as follows:
1. Amendments. The Loan Agreement is hereby amended as more fully set
forth below:
(a) Amendments to Article 1.
(i) Section 1.1 of the Loan Agreement, Definitions, is hereby amended
by deleting the definitions of "Borrowers" and "Change of Control" in their
entirety and by substituting the following definitions in lieu thereof:
"`Borrowers' shall mean, collectively, AT L.P., AT Inc.,
Towersites Monitoring, Inc., a Delaware corporation, and ATC
International, and shall include such other Persons as may be approved
by the Majority Lenders at such time as any such
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Person executes and delivers to the Administrative Agent an assignment
and assumption agreement in form and substance satisfactory to the
Administrative Agent and also executes and delivers to the
Administrative Agent every other Loan Document as executed by the other
Borrowers; and "Borrower" shall mean any one of the foregoing."
"`Change of Control' shall mean (a) the failure of the Parent
to own, directly or indirectly, one hundred percent (100%) of the
ownership interests of each of the Borrowers, (b) the failure of AT
Inc. to own, directly or indirectly, one hundred percent (100%) of the
ownership interests of ATC Operating (unless ATC Operating is merged
with or into AT Inc.), (c) the sale, lease or transfer, in one or a
series of related transactions, of all or substantially all of any
Borrower's assets to any Person or group (as such term is used in
Section 13(d)(3) of the Exchange Act) other than to the other Borrowers
or any wholly-owned direct or indirect Restricted Subsidiary of AT
Inc., (d) the adoption of a plan relating to the liquidation or
dissolution of the Parent, (e) the acquisition, directly or indirectly,
by any Person or group (as such term is used in Section 13(d)(3) of the
Exchange Act) of forty percent (40%) or more of the voting power of the
voting stock of the Parent by way of merger or consolidation or
otherwise and such Persons (or group) own more voting power than the
Principal Shareholders, or (f) the Continuing Directors cease for any
reason to constitute a majority of the directors of the Parent then in
office."
(ii) Section 1.1 of the Loan Agreement, Definitions, is hereby further
amended by deleting each of the definitions of "Incremental Facility
Commitment," Incremental Facility Loans," "Incremental Facility Maturity Date,"
"Incremental Facility Note," and "Notice of Incremental Facility Commitment," in
its entirety; furthermore, each such term is deleted in each place such term is
used in the Loan Agreement.
(b) Amendments to Article 2.
(i) Amendment to Section 2.3(f). Sections 2.3(f)(i) and (ii) of the
Loan Agreement, Applicable Margin, is hereby amended by deleting such
subsections in their entirety and substituting in lieu thereof the following:
"(f) Applicable Margin.
(i) Revolving Loans and Term Loan A Loans. With respect to any
Advance under the Revolving Loan Commitments or the Term Loan A
Commitments, the Applicable Margin shall be as set forth in a
certificate of the chief financial officer of a Borrower delivered to
the Administrative Agent based upon the Leverage Ratio for the most
recent fiscal quarter end for which financial statements are furnished
by the Borrowers to the Administrative Agent and each Lender for the
fiscal quarter most recently ended as follows:
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Base Rate LIBOR
Advance Advance
Applicable Applicable
Leverage Ratio Margin Margin
-------------- ------ ------
A. Greater than 7.00 to 1.00 2.250% 3.250%
B. Greater than 6.50 to 1.00, but less than
or equal to 7.00 to 1.00 2.000% 3.000%
C. Greater than 6.00 to 1.00, but less than
or equal to 6.50 to 1.00 1.750% 2.750%
D. Greater than 5.00 to 1.00, but less than
or equal to 6.00 to 1.00 1.500% 2.500%
E. Greater than 4.00 to 1.00, but less than
or equal to 5.00 to 1.00 1.250% 2.250%
F. Less than or equal to 4.00 to 1.00 1.000% 2.000%
Notwithstanding the foregoing, the Applicable Margin with respect to
Advances under the Revolving Loan Commitments and the Term Loan A
Commitments from the effective date of the Seventh Amendment hereto
dated as of October 18, 2002 through and including September 30, 2003
shall not be less than (A) with respect to Base Rate Advances, 1.500%
and (B) with respect to LIBOR Advances, 2.500%.
(ii) Term Loan B Loans. With respect to any Advance under the
Term Loan B Commitments, the Applicable Margin shall be, (a) with
respect to Base Rate Advances, 2.500%, and (b) with respect to LIBOR
Advances, 3.500%."
(ii) Amendment to Section 2.7. Section 2.7(b)(x) of the Loan Agreement,
Incremental Facility Maturity Date, is hereby deleted in its entirety.
(iii) Amendment to Section 2.15. Section 2.15 of the Loan Agreement,
Incremental Facility Advances, is hereby deleted in its entirety.
(c) Amendments to Article 7.
(i) Amendments to Section 7.6. Section 7.6 of the Loan Agreement,
Investments and Acquisitions, is hereby further amended by deleting such section
in its entirety and substituting in lieu thereof the following:
"Section 7.6 Investments and Acquisitions. The Borrowers shall
not, and shall not permit any of the Restricted Subsidiaries to,
directly or indirectly, make any loan or advance, or otherwise acquire
for consideration evidences of Indebtedness, capital
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stock or other securities of any Person or other assets or property
(other than assets or property in the ordinary course of business), or
make any Acquisition or Investment; provided, however, that the
Borrowers and the Restricted Subsidiaries may:
(a) directly or through a brokerage account or investment
advisor (i) purchase marketable, direct obligations of the United
States of America, its agencies and instrumentalities maturing within
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