FIRST AMENDMENT
Execution
Version
FIRST
AMENDMENT
FIRST
AMENDMENT dated as of March 6, 2007 (“Amendment”),
among
CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("Holdings"),
CROWN
CASTLE OPERATING COMPANY, a Delaware corporation (the "Borrower"),
the
Subsidiary Guarantors (as defined in the Credit Agreement (as defined below)),
the Lenders (as defined in the Credit Agreement) party hereto and THE ROYAL
BANK
OF SCOTLAND PLC, as administrative agent (the "Administrative
Agent"),
to that
certain Credit Agreement, dated as of January 9, 2007 (as amended, amended
and
restated, supplemented, restated, replaced, refinanced or otherwise modified
from time to time, the “Credit
Agreement”),
among
Holdings, the Borrower, the Subsidiary Guarantors from time to time party
thereto, the Lenders from time to time party thereto and the Administrative
Agent.
W
I T
N E S S E T H
:
WHEREAS,
the Borrower has requested that the Lenders and the Administrative Agent
amend
the Credit Agreement in the manner set forth herein.
NOW,
THEREFORE, the parties hereto hereby agree as follows:
1.
Defined
Terms.
Terms
defined in the Credit Agreement and not otherwise defined herein are used
herein
as therein defined.
2.
Amendment.
(a) Clause
(a) of the definition of "Applicable Margin" in Section 1.1 of the Credit
Agreement hereby is amended and restated in its entirety to read as
follows:
(a)
with
respect to Revolving Loans (i) 0.625% for Revolving Loans maintained as ABR
Loans and (ii)1.625% for Revolving Loans maintained as Eurodollar Loans;
provided
that, on
and after the first Adjustment Date (as defined in the Pricing Grid) occurring
after the completion of one full fiscal quarter of Holdings, the Applicable
Margin with respect to Revolving Loans and Swingline Loans will be determined
pursuant to the Pricing Grid; and
(b) Clause
(b) of Section 1.2 of the Credit Agreement is hereby amended by (i) deleting
the
text "and" immediately preceding subclause (v) of such clause (b) and
substituting the text "," therefor and (ii) inserting the following text
immediately prior to the period at the end of such clause (b):
"and
(vi)
upon the termination of all Revolving Commitments pursuant to Section 2.7
or
Section 2.9, references to Section 7.1 or any clause or provision thereof
shall
cease to be of any force or effect hereunder or thereunder"
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(c) Clause
(b)(ii) of Section 2.23 of the Credit Agreement hereby is amended and restated
in its entirety to read as follows:
"(ii) [Intentionally
Omitted]."
(d) Section
7.1 of the Credit Agreement hereby is amended and restated in its entirety
to
read as follows:
"7.1 Financial
Condition Covenants.
(a) Consolidated
Leverage Ratio.
Until
such time as all Revolving Commitments shall have been terminated pursuant
to
Section 2.7 or Section 2.9, permit the Consolidated Leverage Ratio determined
as
of the last day of any fiscal quarter of the Borrower ending during any period
set forth below to exceed the ratio set forth below opposite such
period:
Period
|
Consolidated
Leverage Ratio
|
through
03/31/08
|
9.25
to 1.00
|
04/01/08
and thereafter
|
8.25
to 1.00
|
(b) Consolidated
Interest Coverage Ratio.
Until
such time as all Revolving Commitments shall have been terminated pursuant
to
Section 2.7 or Section 2.9, permit the Consolidated Interest Coverage Ratio
determined as of the last day of any fiscal quarter ending during any period
set
forth below to be less than the ratio set forth below opposite such
period:
Period
|
Consolidated
Interest Coverage Ratio
|
through
12/31/07
|
1.75
to 1.00
|
01/01/08
and thereafter
|
2.00
to 1.00
|
(c) Securitization
DSCR.
Until
such time as all Revolving Commitments shall have been terminated pursuant
to
Section 2.7 or Section 2.9, permit (i) the Tower Securitization DSCR determined
as of the last day of any fiscal quarter to be less than 2.00 to 1.00, (ii)
upon
and after consummation of the Global Signal Acquisition, the Global Signal
2004
Securitization DSCR determined as of the last day of any fiscal quarter to
be
less than 1.75 to 1.00 and (iii) upon and after consummation of the Global
Signal Acquisition, the Global Signal 2006 Securitization DSCR determined
as of
the last day of any fiscal quarter to be less than 1.75 to
1.00."
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(e) Section
7.2(m) of the Credit Agreement hereby is amended and restated in its entirety
to
read as follows:
"(m) Indebtedness
incurred by (i) the Tower Notes Guarantor, the Issuer Entity or any of
their
respective Subsidiaries in the form of (A) Permitted Indebtedness (as that
term
is defined in the Tower Notes Indenture) and (B) Additional Tower Notes
so long
as (1) all proceeds of the issuance of such Additional Tower Notes, net
of
reasonable and customary costs and expenses of issuance, are deposited
immediately into the Collection Account, and (2) the Borrower makes any
mandatory prepayment of the Loans required pursuant to Section 2.9(a) in
connection therewith and (ii) upon and after consummation of the Global
Signal
Acquisition, the Global Signal 2004 Borrowers, the Global Signal 2004 Guarantor,
the Global Signal 2006 Borrowers, the Global Signal 2006 Guarantor or any
of
their respective Subsidiaries in the form of Permitted Indebtedness (as
that
term is defined in the Global Signal 2004 Loan Agreement and Global Signal
2006
Loan Agreement, as applicable); provided
that, in
each case, the Consolidated Leverage Ratio (calculated on a pro forma basis
as
of the most recently completed fiscal quarter) is not greater than (x)
9.25 to
1.00, if such Indebtedness is incurred on or prior to March 31, 2008 and
(y)
8.25 to 1.00, if such Indebtedness is incurred after March 31,
2008;"
(f) Section
7.2(p) of the Credit Agreement hereby is amended and restated in its entirety
to
read as follows:
"(p) other
Indebtedness incurred by Holdings or any of its Subsidiaries (other than
the
Borrower or any of its Subsidiaries); provided
that (i)
no Default or Event of Default shall have occurred and be continuing or
would
result therefrom and (ii) the Consolidated Leverage Ratio (calculated on
a pro
forma basis as of the most recently completed fiscal quarter) is not greater
than (x) 9.25 to 1.00, if such Indebtedness is incurred on or prior to
March 31,
2008 and (y) 8.25 to 1.00, if such Indebtedness is incurred after March
31,
2008; and"
(g) Annex
A
to the Credit Agreement hereby is deleted and replaced with Annex
A
hereto.
3.
Effectiveness
of Amendment.
This
Amendment shall become effective as of the date hereof (the “Effective
Date”)
when:
(a)
all
of the Revolving Lenders, the Major Facility Lenders with respect to the
Term
Loan Facility and the Required Lenders have duly executed and delivered a
counterpart of this Amendment and Holdings, the Borrower and the Subsidiary
Guarantors have delivered duly executed counterparts of this Amendment to
the
Administrative Agent;
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(b)
all
conditions precedent to (i) the Amendment to Term Loan Joinder, dated as
of the
date hereof among Holdings, the Borrower, the Subsidiary Guarantors, the
Tranche
B Lenders (as defined therein) and the Administrative Agent and (ii) the
Term
Loan Joinder, dated as of the date hereof, among Holdings, the Borrower,
the
Subsidiary Guarantors, the Tranche B Lenders (as defined therein) and the
Administrative Agent shall have been met (in each case, other than any condition
precedent that this Amendment shall have become effective); and
(c)
the
Administrative Agent has received payment from the Borrower for any and all
fees, costs and expenses (including those of legal counsel) relating to the
Credit Agreement and this Amendment.
4.
Representations
and Warranties.
As of
the Effective Date, before and after giving effect to this Amendment, each
of
the Borrower and the other Loan Parties hereby represents and warrants to
the
Administrative Agent and each Lender that:
(a)
each
Loan Party has the corporate power and authority, and the legal right, to
make,
deliver and perform this Amendment and each Loan Party has taken all necessary
corporate action to authorize the execution, delivery and performance of
this
Amendment. No material consent or authorization of, filing with, notice to
or
other act by or in respect of, any Governmental Authority (including without
limitation, the FCC, the FAA or any other Licensing Authority) or any other
Person is required with the execution, delivery, performance, validity or
enforceability of this Amendment which has not been obtained;
(b)
the
Credit Agreement, as amended by this Amendment, constitutes a legal, valid
and
binding obligation of each Loan Party party thereto, enforceable against
each
such Loan Party 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);
(c)
no
Default or Event of Default has occurred or is continuing; and
(d)
each
of the representations and warranties in or pursuant to the Loan Documents
is
true and correct in all material respects on and as of the Effective Date
as if
made on and as of such date except to the extent 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.
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5.
Status
of Loan Documents.
(a)
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 Loan Documents and the Liens granted
under the Loan Documents shall continue in full force and effect and are
hereby
ratified and confirmed in all respects; and
(b)
No
consent, amendment or waiver of any terms or provisions of the Credit Agreement
made hereunder shall relieve the Borrower or any other Loan Party from complying
with any other term or provision of the Credit Agreement or the other Loan
Documents.
6.
Miscellaneous.
(a)
No
Waiver, Cumulative Remedies.
No
failure or delay or course of dealing on the part of the 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 Lenders would otherwise have. No notice to or demand on
the
Borrower or any other Loan Party in any case shall entitle the Company to
any
other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Lenders to any other or further
action
in any circumstances without notice or demand.
(b)
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.
(c)
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 Effective Date
in
connection with the Credit Agreement or this Amendment.
(d)
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.
(e)
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.
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(f)
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.
(g)
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
pages follow]
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IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly
executed and delivered by their respective 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 and as a Lender | ||
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By: | /s/ Xxxxxxx Xxxxxxxxxx | |
Name: Xxxxxxx Xxxxxxxxxx |
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Title: Managing Director |
SIGNATURE
PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
THE
CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, 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 BANK, as a Lender | ||
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By: | /s/ Xxxxxxxxx Xxxxxxxxx | |
Name: Xxxxxxxxx Xxxxxxxxx |
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Title: Authorized Signatory |
SIGNATURE
PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
THE
CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, 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 Lender | ||
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By: | /s/ Xxxxxxxxxx Xxxxxxx | |
Name: Xxxxxxxxxx Xxxxxxx |
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Title: Vice President |
SIGNATURE
PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
THE
CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, 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:
WACHOVIA BANK, N.A., as a Lender | ||
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By: | /s/ Xxxxx Xxxxxxxx | |
Name: Xxxxx Xxxxxxxx |
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Title: Vice President |
SIGNATURE
PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
THE
CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, 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:
KEY BANK NATIONAL ASSOCIATION, as a Lender | ||
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By: | /s/ Xxxxxxxx X. X'Xxxxx | |
Name: Xxxxxxxx X. X'Xxxxx |
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Title: Vice President |
SIGNATURE
PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
THE
CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, 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 BROTHERS COMMERCIAL BANK, as a Lender | ||
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By: | /s/ Xxxxx XxXxxx | |
Name: Xxxxx XxXxxx |
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Title: Authorized Signatory |
SIGNATURE
PAGE TO THE FIRST AMENDMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, TO
THE
CREDIT AGREEMENT, DATED AS OF JANUARY 9, 2007, 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:
CALYON, NEW YORK BRANCH, as a Lender | ||
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By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx |
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Title: Managing Director |
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By: | /s/ Xxxx XxXxxxxxx | |
Name: Xxxx XxXxxxxxx |
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Title: Managing Director |
Annex
A
PRICING
GRID FOR REVOLVING LOANS AND
SWINGLINE
LOANS
Pricing
Level
|
Applicable
Margin for Eurodollar Loans
|
Applicable
Margin for Base Rate Loans
|
I
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1.625%
|
0.625%
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II
|
1.500%
|
0.500%
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III
|
1.375%
|
0.375%
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IV
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1.250%
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0.250%
|
The
Applicable Margin for Revolving Loans and Swingline Loans shall be adjusted,
on
and after the first Adjustment Date (as defined below) occurring after the
completion of one full fiscal quarter of Holdings after the Closing Date
and on
each subsequent Adjustment Date, based on changes in the Consolidated Leverage
Ratio, with such adjustments to become effective on the date (the "Adjustment
Date")
that is
three Business Days after the date on which the relevant financial statements
are delivered to the Lenders pursuant to Section 6.1 and to remain in effect
until the next adjustment to be effected pursuant to this paragraph. If any
financial statements referred to above are not delivered within the time
periods
specified in Section 6.1, then, until the date that is three Business Days
after
the date on which such financial statements are delivered, the highest rate
set
forth in each column of the Pricing Grid shall apply. On each Adjustment
Date,
the Applicable Margin for Revolving Loans and Swingline Loans shall be adjusted
to be equal to the Applicable Margin opposite the Pricing Level determined
to
exist on such Adjustment Date from the financial statements relating to such
Adjustment Date.
As
used
herein, the following rules shall govern the determination of Pricing Levels
on
each Adjustment Date:
"Pricing
Level I"
shall
exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
period is greater than or equal to 8.00 to 1.00.
"Pricing
Level II"
shall
exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
period is less than 8.00 to 1.00 but greater than or equal to 7.50 to
1.00.
"Pricing
Level III"
shall
exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
period is less than 7.50 to 1.00 but greater than or equal to 7.00 to
1.00.
"Pricing
Level IV"
shall
exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
period is less than 7.00 to 1.00.