AMENDMENT TO TERM LOAN JOINDER
Exhibit
10.2
Execution
Version
AMENDMENT
TO TERM LOAN JOINDER
AMENDMENT
TO TERM LOAN JOINDER, dated as of March 6, 2007 (this "Amendment
"),
among CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("Holdings"),
CROWN
CASTLE OPERATING COMPANY, a Delaware corporation (the "Borrower"),
certain Subsidiaries of Holdings (the "Subsidiary
Guarantors"
and
together with Holdings, the "Guarantors"),
the
several banks and other financial institutions or entities parties hereto (the
"Tranche
B Lenders")
and THE
ROYAL BANK OF SCOTLAND PLC, as administrative agent (the "Administrative
Agent").
WHEREAS
Holdings, the Borrower, certain of the Tranche B Lenders and the Administrative
Agent have heretofore entered into that certain Term Loan Joinder, dated as
of
January 26, 2007 (as amended, amended and restated, supplemented, restated,
replaced, refinanced or otherwise modified from time to time, the "Term
Loan Joinder")
pursuant to which Term Loans were provided to the Borrower in the amount of
$600,000,000;
WHEREAS
the Tranche B Lenders and the Administrative Agent are willing to amend certain
provisions of the Term Loan Joinder subject to the conditions set forth
herein;
NOW,
THEREFORE, Holdings, the Borrower, the Tranche B Lenders and the Administrative
Agent hereby agree as follows:
1. Definitions.
Capitalized terms used herein which are not defined herein and which are defined
in the Term Loan Joinder shall have the same meanings as therein
defined.
2. Amendment.
Effective as of the date hereof (but subject to the occurrence of the Amendment
Effective Date):
(i) Section
2(b) of the Term Loan Joinder is hereby amended and restated in its entirety
to
read as follows:
"(b) All
then
outstanding Tranche B Term Loans shall be repaid on March 6, 2014."
(ii) Section
2(c) of the Term Loan Joinder is hereby amended and restated in its entirety
to
read as follows:
"(c) The
Applicable Margin with respect to the Tranche B Term Loans shall be, for any
day, a rate per annum equal to (i) 0.50% for Tranche B Term Loans maintained
as
ABR Loans and (ii) 1.50% for Tranche B Term Loans maintained as Eurodollar
Loans; provided
that the
Applicable Margins (which, for such purposes only, shall be deemed to include
all upfront or similar fees or original issue discount payable to all Lenders
providing such Term Loans) for any new Term Loans made after the date of this
Term Loan Joinder shall not be greater than the highest Applicable Margins
that
may, under any circumstances, be payable with respect to any outstanding Tranche
B Term Loans made pursuant to this Term Loan Joinder plus 25 basis points,
except to the extent that the Applicable Margins applicable to all outstanding
Tranche B Term Loans are increased to the extent necessary to achieve the
foregoing."
Except
expressly as so amended by this Amendment, the Term Loan Joinder shall continue
in full force and effect in accordance with its terms.
3. Conditions
to the Effectiveness of the Amendment.
This
Amendment, and the amendments and modifications contained herein, shall be
and
become effective on the date (the “Amendment
Effective Date”)
when
each of the following conditions is satisfied:
(a)
The
Administrative Agent shall have received duly executed and delivered
counterparts of this Amendment that, when taken together, bear the signatures
of
the Borrower, Holdings, the Administrative Agent and each Term Loan
Lender.
(b) All
fees
required to be paid, and all expenses for which invoices have been presented
(including the reasonable fees and expenses of legal counsel), in connection
with this Amendment shall have been paid or reimbursed, as the case may
be.
(c) Each
of
the representations and warranties made or deemed to be made in this Amendment
shall be true and correct.
4. Representations
and Warranties.
The
Borrower hereby represents and warrants to the Administrative Agent and each
Lender as follows:
(a) Each
of
the representations and warranties made by any Loan Party in or pursuant to
the
Loan Documents is true and correct in all material respects on and as of the
Amendment Effective Date as if made on and as of such date except to the extent
that such representations and warranties relate to an earlier date, in which
case such representation and warranty was true and correct in all material
respects as of such earlier date.
(b) No
Default or Event of Default has occurred and is continuing.
5. Miscellaneous.
(a)
Limited
Amendment.
This
Amendment is limited solely for the purposes and to the extent expressly set
forth herein, and, except as expressly consented to and amended hereby, the
terms, provisions and conditions of the Term Loan Joinder shall continue in
full
force and effect and are hereby ratified and confirmed in all
respects.
(b)
No
Waiver, Cumulative Remedies.
No
failure or delay or course of dealing on the part of the Tranche B Lenders
in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power
or
privilege preclude any other or further exercise thereof or the exercise of
any
other right, power or privilege hereunder. The rights, powers and remedies
herein expressly provided are cumulative and not exclusive of any rights, powers
or remedies which the Tranche B Lenders would otherwise have. No notice to
or
demand on the Borrower or any other Loan Party in any case shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Tranche B Lenders
to
any other or further action in any circumstances without notice or
demand.
(c)
Ratification
and Reaffirmation; Confirmation; Acknowledgment.
Each
Guarantor (i) ratifies and reaffirms the Loan Documents to which such Guarantor
is a party, (ii) confirms such Guarantor's agreement to the terms of this
Amendment and (iii) acknowledges that such Guarantor has no offsets or defenses
to such Guarantor's obligations under the Loan Documents to which such Guarantor
is a party and no claims or counterclaims against the Lenders.
(d)
Expenses.
The
Borrower agrees to pay and reimburse the Administrative Agent for all of its
reasonable costs and expenses (including, without limitation, reasonable fees
and disbursements of legal counsel) incurred up to and on the Amendment
Effective Date in connection with the Term Loan Joinder or this
Amendment.
(e)
Headings
Descriptive.
The
headings of the several Sections and subsections of this Amendment are inserted
for convenience only and shall not in any way affect the meaning or construction
of any provision.
(f)
Severability.
In case
any provision in or obligation under this Amendment shall be invalid, illegal
or
unenforceable in any jurisdiction, the validity, legality and enforceability
of
the remaining provisions or obligations, or of such provision or obligation
in
any other jurisdiction, shall not in any way be affected or impaired
thereby.
(g)
Counterparts.
This
Amendment may be executed and delivered in any number of counterparts and by
the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. The delivery of a counterpart may be
made by facsimile or electronic transmission.
(h)
Governing
Law.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature
page follows.]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
CROWN CASTLE INTERNATIONAL CORP. | ||
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By: | /s/ Xxx X. Xxxxx | |
Name: Xxx X. Xxxxx |
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Title: Vice President |
CROWN CASTLE OPERATING COMPANY | ||
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By: | /s/ Xxx X. Xxxxx | |
Name: Xxx X. Xxxxx |
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Title: Vice President |
CROWN CASTLE OPERATING LLC | ||
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By: | /s/ Xxx X. Xxxxx | |
Name: Xxx X. Xxxxx |
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Title: Vice President |
THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent | ||
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By: | /s/ Xxxxxxx Xxxxxxxxxx | |
Name: Xxxxxxx Xxxxxxxxxx |
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Title: Managing Director |
SIGNATURE
PAGE TO THE AMENDMENT TO TERM LOAN JOINDER, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG CROWN CASTLE OPERATING COMPANY, CROWN CASTLE INTERNATIONAL CORP.,
THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH ON THE SIGNATURE PAGES THERETO,
THE
LENDERS FROM TIME TO TIME PARTY THERETO, AND THE ROYAL BANK OF SCOTLAND PLC,
AS
ADMINISTRATIVE AGENT
NAME
OF
INSTITUTION:
THE
ROYAL BANK OF SCOTLAND PLC,
AS
A TERM
LOAN LENDER
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By: | /s/ Xxxxxxx Xxxxxxxxxx | |
Name: Xxxxxxx Xxxxxxxxxx |
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Title: Managing Director |
SIGNATURE
PAGE TO THE AMENDMENT TO TERM LOAN JOINDER, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG CROWN CASTLE OPERATING COMPANY, CROWN CASTLE INTERNATIONAL CORP.,
THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH ON THE SIGNATURE PAGES THERETO,
THE
LENDERS FROM TIME TO TIME PARTY THERETO, AND THE ROYAL BANK OF SCOTLAND PLC,
AS
ADMINISTRATIVE AGENT
NAME
OF
INSTITUTION:
XXXXXX
XXXXXXX SENIOR FUNDING, INC.
AS A TERM LOAN LENDER
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By: | /s/ Xxxxxx Xxxxx | |
Name: Xxxxxx Xxxxx |
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Title: Vice President |
SIGNATURE
PAGE TO THE AMENDMENT TO TERM LOAN JOINDER, DATED AS OF THE FIRST DATE WRITTEN
ABOVE, AMONG CROWN CASTLE OPERATING COMPANY, CROWN CASTLE INTERNATIONAL CORP.,
THE SUBSIDIARY GUARANTORS IDENTIFIED AS SUCH ON THE SIGNATURE PAGES THERETO,
THE
LENDERS FROM TIME TO TIME PARTY THERETO, AND THE ROYAL BANK OF SCOTLAND PLC,
AS
ADMINISTRATIVE AGENT
NAME
OF
INSTITUTION:
XX
XXXXXX CHASE BANK, N.A.,
AS A TERM LOAN LENDER
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By: | /s/ Xxxxxxxxxx Xxxxxxx | |
Name: Xxxxxxxxxx Xxxxxxx |
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Title: Vice President |