Contract
Exhibit 10.1
INCREMENTAL REVOLVING CREDIT FACILITY AMENDMENT dated as of June 9,
2011 (this “Amendment”), among CROWN CASTLE OPERATING COMPANY, a Delaware
corporation (the “Borrower”), the LOAN PARTIES signatory hereto, THE ROYAL
BANK OF SCOTLAND PLC (“RBS”), as Administrative Agent under the Credit
Agreement (as defined below) (in such capacity, the “Administrative
Agent”), and the ADDITIONAL REVOLVING LENDERS (as defined below), to the
CREDIT AGREEMENT dated as of January 9, 2007 (as amended, supplemented or
otherwise modified from time to time prior to the date hereof, the “Credit
Agreement”), among Crown Castle International Corp., a Delaware
corporation, the Borrower, the Subsidiary Guarantors from time to time
party thereto, the several banks and other financial institutions or
entities from time to time parties thereto (the “Lenders”) and the
Administrative Agent.
A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrower, and
have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the
conditions set forth therein. Capitalized terms used but not otherwise defined herein have the
respective meanings assigned to them in the Credit Agreement.
B. Pursuant to Section 2.24 of the Credit Agreement, the Borrower has requested that the
Persons set forth on Schedule I hereto (the “Additional Revolving Lenders”) increase the Total
Revolving Commitments by an amount equal to $50,000,000 (the “Revolving Commitment Increase”; the
commitment of each such Additional Revolving Lender to provide its applicable portion of the
Revolving Commitment Increase, each an “Incremental Revolving Loan Commitment”).
C. The Additional Revolving Lenders are willing to provide such Revolving Commitment Increase
to the Borrower on the terms and subject to the conditions set forth herein and in the Credit
Agreement.
D. This Amendment is an Increase Joinder under and as defined in Section 2.24 of the Credit
Agreement, and the parties hereto hereby agree that the Credit Agreement shall be amended as set
forth in this Amendment.
Accordingly, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject
to the conditions set forth herein, the parties hereto hereby agree as follows:
SECTION 1. Commitments; Pro Rata Allocation.
(a) Effective as of the Revolving Commitment Increase Effective Date (as defined in Section 2
below), (i) each Additional Revolving Lender hereby agrees to
provide an Incremental Revolving Loan Commitment in the amount set forth opposite such
Additional Revolving Lender’s name on Schedule I hereto and to make extensions of credit to the
Borrower from time to time during the Revolving Commitment Period in accordance with, and subject
to the limitations set forth in, the Credit Agreement and (ii) as a result of the Revolving
Commitment Increase, the Total Revolving Commitments shall be increased to $450,000,000.
(b) Effective as of the Revolving Commitment Increase Effective Date, unless the context shall
otherwise require, the Additional Revolving Lenders shall constitute “Revolving Lenders” and
“Lenders”, the Incremental Revolving Loan Commitments shall constitute “Revolving Commitments” and
“Commitments” and the loans made thereunder shall constitute “Revolving Loans” and “Loans”, in each
case for all purposes of the Credit Agreement and the other Loan Documents.
(c) On the Revolving Commitment Increase Effective Date, each Additional Revolving Lender
shall fund to the Administrative Agent for the account of the Borrower an amount equal to such
Additional Revolving Lender’s pro rata share of the aggregate principal amount of Revolving Loans
outstanding immediately prior to the Revolving Commitment Increase Effective Date, determined based
on the Total Revolving Commitments immediately after giving effect to the Revolving Commitment
Increase (such amount, the “Funded Incremental Loans”).
(d) The Borrower shall (i) make an optional prepayment in accordance with Section 2.8 of the
Credit Agreement (other than the minimum amount requirements set forth therein) on the Revolving
Commitment Increase Effective Date in an amount equal to the amount of the Funded Incremental Loans
(it being understood and agreed that the proceeds from the Funded Incremental Loans shall
constitute the principal amount required to be paid by the Borrower to the Administrative Agent in
connection with such optional prepayment) and (ii) pay to the Administrative Agent an amount equal
to the accrued but unpaid interest on such portion of such Revolving Loans so prepaid and any
amounts payable under Section 2.18 of the Credit Agreement in connection with such prepayment, and
the Administrative Agent shall apply the entire amount of the Funded Incremental Loans and the
amounts paid to the Administrative Agent pursuant to clause (ii) above to effect a prepayment of
the Revolving Loans of the Revolving Lenders (other than the Additional Revolving Lenders) in
accordance with Sections 2.8 and 2.15 of the Credit Agreement; provided that, for the
avoidance of doubt, the proceeds of the Funded Incremental Loans and the amounts set forth in
clause (ii) above shall be applied pro rata (other than any amounts payable under
Section 2.18 of the Credit Agreement, which shall be paid to the Revolving Lenders (other than the
Additional Revolving Lenders) entitled to such amounts in accordance with such Section 2.18) based
on the Total Revolving Commitments of each Revolving Lender (other than the Additional Revolving
Lenders) in effect immediately prior to giving effect to the Revolving Commitment Increase. The
Additional Revolving Lenders hereby agree to waive the requirement set forth in Section 2.15(c) of
the Credit Agreement solely with respect to the optional prepayment to be effected pursuant to this
Section 1(d).
(e) Each Funded Incremental Loan shall be a Revolving Loan for purposes of the Credit
Agreement and the other Loan Documents and shall be allocated among each existing borrowing
consisting of Revolving Loans made on the same date, of the same Type and with the same Interest
Period (each, a “Borrowing”) such that, after giving effect to such allocation and the optional
prepayment to be effected pursuant to Section 1(d) above, each Revolving Lender (including the
Additional Revolving Lenders) shall hold a pro rata share of the Revolving Loans in each Borrowing,
determined based on the Total Revolving Commitments immediately after giving effect to the
Revolving Commitment Increase.
(f) Upon giving effect to the Revolving Commitment Increase, Schedule 1 to the Credit
Agreement shall be replaced in its entirety with Schedule II hereto.
SECTION 2. Conditions. The consummation of the Revolving Commitment Increase shall
not become effective until the date on which each of the following conditions is satisfied or
waived by the Additional Revolving Lenders (such date, the “Revolving Commitment Increase Effective
Date”):
(a) The Administrative Agent shall have received a notice of borrowing with respect to the
Funded Incremental Loans to be made on the Revolving Commitment Increase Effective Date in the form
of the borrowing notice that would otherwise be required to be delivered under Section 2.2 of the
Credit Agreement; provided that the Funded Incremental Loans shall have Interest Periods as
determined pursuant to Section 1(e).
(b) All reasonable out-of-pocket expenses of the Administrative Agent for which invoices have
been presented (including the reasonable out-of-pocket expenses of legal counsel) that are required
to be reimbursed in connection with this Amendment under Section 10.5 of the Credit Agreement 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 in all material respects.
(d) Each of the conditions set forth in Section 5.2 of the Credit Agreement shall be satisfied
as of the Revolving Commitment Increase Effective Date (after giving effect to any borrowings to be
made on the Revolving Commitment Increase Effective Date).
(e) After giving pro forma effect to the borrowings to be made on the
Revolving Commitment Increase Effective Date and to any change in Consolidated Adjusted EBITDA and
any increase in Indebtedness resulting from the consummation of any Investment concurrently with
such borrowings as of the date of the most recent financial statements delivered pursuant to
Section 6.1(a) or (b) of the Credit Agreement, the Borrower shall be in compliance with each of the
covenants set forth in Section 7.1 of the Credit Agreement.
(f) The Administrative Agent shall have received an executed legal opinion of (i) Cravath,
Swaine & Xxxxx LLP, special counsel to the Loan Parties, (ii) Delaware counsel to the Loan Parties
and (iii) general counsel to the Loan Parties, dated as of the Revolving Commitment Increase
Effective Date and covering such matters as the Administrative Agent shall reasonably request.
(g) The Administrative Agent shall have received reasonably satisfactory evidence that the
Board of Directors (or such similar governing body) of the Borrower, Holdings and each other Loan
Party has approved the execution and delivery of this Amendment and the performance of the
transactions contemplated hereby.
SECTION 3. Representations and Warranties. To induce the other parties hereto to
enter into this Amendment, the Borrower hereby represents and warrants to each such party that:
(a) This Amendment has been duly authorized, executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law).
(b) Each of the representations and warranties made by the Borrower in or pursuant to the Loan
Documents is true and correct in all material respects on and as of the date hereof and on and as
of the Revolving Commitment Increase Effective Date as if made on and as of the date hereof or the
Revolving Commitment Increase Effective Date, as the case may be, except to the extent such
representations and warranties relate to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such earlier date.
(c) No Event of Default or Default has occurred and is continuing as of the date hereof and as
of the Revolving Commitment Increase Effective Date after giving effect to the Revolving Commitment
increase and extensions of credit requested to be made on the Revolving Commitment Increase
Effective Date.
SECTION 4. Effectiveness; Amendments. This Amendment shall become effective as of the
date first written above when the Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of the Borrower, the other Loan Parties,
the Administrative Agent and the Additional Revolving Lenders. This Amendment may not be amended
nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the
Borrower, the Administrative Agent and each Additional Revolving Lender.
SECTION 5. Credit Agreement. Except as expressly set forth herein, this Amendment
shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the
rights and remedies of the Lenders, the Administrative Agent, the Borrower or any other Loan Party
under the Credit Agreement or any other Loan
Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Loan Document, all of which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle the Borrower to any future consent to,
or waiver, amendment, modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or
different circumstances. After the date this Amendment becomes effective, any reference to the
Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall be a
“Loan Document” for purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Acknowledgment of Loan Parties. Each of the Loan Parties hereby
acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions
hereof, and each of the Loan Parties hereby consents to the terms and conditions of this Amendment
and the transactions contemplated hereby, and hereby confirms its Guaranty (to the extent
applicable to such Loan Party) and its grant of Collateral under the Credit Agreement and the
Security Documents and agrees that such Guaranty and such grant of Collateral shall continue to be
in full force and effect and shall inure to the benefit of the Secured Parties (as defined in the
Security Agreement), including the Additional Revolving Lenders as such in respect of their
Incremental Revolving Loan Commitments and the other Obligations owed to them from time to time.
SECTION 7. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed by one or more of the parties
to this Amendment on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Amendment by facsimile transmission or other electronic transmission shall
be effective as delivery of a manually executed counterpart hereof. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.
SECTION 9. Notices. All notices, requests and demands to or upon the respective
parties hereto shall be given in the manner, and become effective, as set forth in Section 10.2 of
the Credit Agreement, except that, with respect to each undersigned Additional Revolving Lender,
all such notices, requests and demands shall be delivered to the address set forth below such
Additional Revolving Lender’s name on its executed signature page hereto.
SECTION 10. Headings. The Section headings used herein are for convenience of
reference only, are not part of this Amendment and are not to affect the construction of, or to be
taken into consideration in interpreting, this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first written above.
| CROWN CASTLE OPERATING COMPANY, as Borrower |
||||
| by: | /s/ Xxx X. Xxxxx | |||
| Name: | Xxx X. Xxxxx | |||
| Title: | Senior Vice President, Chief Financial Officer & Treasurer | |||
| CROWN CASTLE INTERNATIONAL CORP., as a Loan Party |
||||
| by: | /s/ Xxx X. Xxxxx | |||
| Name: | Xxx X. Xxxxx | |||
| Title: | Senior Vice President, Chief Financial Officer & Treasurer | |||
| CROWN CASTLE OPERATING LLC, as a Loan Party |
||||
| by: | /s/ Xxx X. Xxxxx | |||
| Name: | Xxx X. Xxxxx | |||
| Title: | Senior Vice President, Chief Financial Officer & Treasurer | |||
| CCGS HOLDINGS CORP., as a Loan Party |
||||
| by: | /s/ Xxx X. Xxxxx | |||
| Name: | Xxx X. Xxxxx | |||
| Title: | Senior Vice President, Chief Financial Officer & Treasurer | |||
| GLOBAL SIGNAL OPERATING PARTNERSHIP, L.P., as a Loan Party |
||||
| by: | /s/ Xxx X. Xxxxx | |||
| Name: | Xxx X. Xxxxx | |||
| Title: | Senior Vice President, Chief Financial Officer & Treasurer | |||
| THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent |
||||
| by: | /s/ Xxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxxx | |||
| Title: | Vice President | |||
| SCOTIABANC INC., as an Additional Revolving Lender |
||||
| by: | /s/ X.X. Xxxx | |||
| Name: | X.X. Xxxx | |||
| Title: | Managing Director | |||
| Address for Notices: 000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 |
||||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Additional Revolving Lender |
||||
| by: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
| Address for Notices: 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 |
||||
