Exhibit 10.7
FIFTH AMENDMENT TO LOAN AGREEMENT
This FIFTH AMENDMENT TO LOAN AGREEMENT is made and entered into as of
November 24, 1997, by and among CASTLE TOWER CORPORATION, a Delaware corporation
("CTC-Del"), CROWN CASTLE INTERNATIONAL CORP. DE PUERTO RICO (formerly known as
"Castle Tower Corporation (PR)"), a Puerto Rico corporation ("CCIC-PR" and,
together with CTC-Del, collectively, the "Borrowers" and individually, a
"Borrower"), the FINANCIAL INSTITUTIONS listed on the signature pages hereof,
KEYBANK NATIONAL ASSOCIATION (formerly known as "Society National Bank"), as
Arranger and agent (the "Agent"), and PNC BANK, NATIONAL ASSOCIATION, as
Arranger (the "Arranger").
RECITALS
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A. CTC-Del, CCIC-PR, the Agent and the Banks entered into a Loan
Agreement dated as of April 26, 1995, as amended by the First Amendment to Loan
Agreement dated as of June 26, 1996, the Second Amendment to Loan Agreement
dated as of January 17, 1997, the Third Amendment to Loan Agreement dated as of
April 3, 1997, the Fourth Amendment to Loan Agreement dated as of October 31,
1997 (as so amended, the "Original Agreement"), pursuant to which the Banks
agreed to make available to the Borrowers loans of up to $100,000,000. The
Original Agreement, as amended hereby, may be referred to hereinafter as the
"Loan Agreement." Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Loan Agreement.
B. The Borrowers desire to increase, under certain circumstances, the
amount of Capital Distributions that may be made by CTC-Del, and the Agent and
the Banks have agreed to such request.
AGREEMENTS
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In consideration of the foregoing Recitals and of the covenants and
representations contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the
Agent, the Arranger and the Banks agree as follows:
1. Amendments.
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(a) Section 8.9(a) of the Original Agreement is hereby amended by
deleting the reference to "$28,000,000" in clause (ii)(A) thereof and replacing
it with a reference to "$33,000,000."
(b) The definition of the term "Total Debt" in Section 1.1 is
hereby amended in its entirety to read as follows:
""Total Debt" means, without duplication, (i) all Indebtedness of
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the Borrowers, the Holdco Affiliates and their respective Subsidiaries for
borrowed money, including the Loans, all Capitalized Lease Obligations of
the Borrowers, the Holdco Affiliates and their Subsidiaries, all other
Indebtedness of the Borrowers, the Holdco Affiliates and their Subsidiaries
represented by notes or drafts representing extensions of credit for
borrowed money, all other Indebtedness of other Persons for which either
Borrower, any Holdco Affiliate or any of their Subsidiaries
is a Guarantor, all obligations of the Borrowers, the Holdco Affiliates and
their Subsidiaries evidenced by bonds, debentures, notes or other similar
instruments (including all such obligations to which any property or asset
owned by a Borrower, Holdco Affiliate or Subsidiary is subject, whether or
not the obligation secured thereby shall have been assumed) and all
obligations of either Borrower, any Holdco Affiliate or any Subsidiary as
an account party to reimburse any bank or any other Person in respect of
letters of credit (other than the Letters of Credit) or bankers'
acceptances, plus (ii) each of the following items of Indebtedness to the
extent such Indebtedness has a maturity date, or requires a principal
payment, prior to the Termination Date: all Indebtedness for borrowed money
of Holdco, all other Indebtedness represented by notes or drafts
representing extensions of credit for borrowed money of Holdco, all
obligations evidenced by bonds, debentures, notes or other similar
instruments of Holdco and all obligations of Holdco as an account party to
reimburse any bank or any other Person in respect of letters of credit or
bankers' acceptances."
2. Representations, Warranties and Events of Default.
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(a) Except as amended hereby, the terms, provisions, conditions and
agreements of the Original Agreement are hereby ratified and confirmed and shall
remain in full force and effect. Each and every representation and warranty of
the Borrowers set forth in the Original Agreement, as amended hereby, other than
those which by their terms are limited to a specific date, is hereby confirmed
and ratified in all material respects and such representations and warranties as
so confirmed and ratified shall be deemed to have been made and undertaken as of
the date of this Amendment as well as at the time they were made and undertaken.
(b) The Borrowers, jointly and severally, represent and warrant
that:
(i) No Event of Default or Possible Default now exists or
will exist immediately following the execution hereof or after giving effect to
the transactions contemplated hereby.
(ii) All necessary corporate or shareholder actions on the
part of each Borrower to authorize the execution, delivery and performance of
this Amendment have been taken; this Amendment has been duly and validly
executed and delivered and is legally valid and binding upon each of the
Borrowers and enforceable in accordance with its terms, except to the extent
that the enforceability hereof may be limited by bankruptcy, insolvency or like
laws or by general equitable principles.
(iii) The execution, delivery and performance of this Amendment
will not (A) violate, be in conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under (I) any provision of
the charter documents or by-laws of either Borrower, Holdco or any Holdco
Affiliate, (II) any arbitration award or any order of any court or of any other
governmental agency or authority, (III) any license, permit or authorization
granted to either Borrower, Holdco or any Holdco Affiliate or under which any
such entity
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operates, or (IV) any applicable law, rule, order or regulation, indenture,
agreement or other instrument to which either Borrower, Holdco or any Holdco
Affiliate is a party or by which either Borrower, Holdco or any Holdco Affiliate
or any of its properties is bound and which has not been waived or consented to,
or (B) result in the creation or imposition of any lien, charge or encumbrance
of any nature whatsoever, except as expressly permitted in the Loan Agreement,
upon any of the properties of either Borrower, Holdco or any Holdco Affiliate.
(iv) No consent, approval or authorization of, or filing,
registration or qualification with, any governmental authority (including,
without limitation, the FCC and any other Licensing Authority) is required to be
obtained by either Borrower, Holdco or any Holdco Affiliate in connection with
the execution, delivery or performance of this Amendment, the New Notes or any
amendment, agreement, document or instrument required in connection herewith or
therewith which has not already been obtained or completed.
3. Counterparts. This Amendment may be executed in as many counterparts
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as may be convenient and shall become binding when each Borrower, the Agent, the
Arranger and the Banks have executed at least one counterpart.
4. Governing Law. This Amendment shall be a contract made under and
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governed by the laws of the State of Ohio, without regard to the conflicts of
law provisions thereof.
5. Binding Effect. This Amendment shall be binding upon and shall inure
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to the benefit of the Borrowers, the Agent, the Arranger and the Banks and their
respective successors and assigns.
6. Reference to Original Agreement. Except as amended hereby, the
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Original Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. On and after the effectiveness of the amendments
to the Original Agreement accomplished hereby, each reference in the Original
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import, and each reference to the Original Agreement or the original notes
issued pursuant thereto in any Note or other Collateral Document, or other
agreement, document or instrument executed and delivered pursuant to the
Original Agreement, shall be deemed a reference to the Original Agreement, as
amended hereby.
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IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to Loan
Agreement as of the date first above written.
BORROWERS:
CASTLE TOWER CORPORATION
By: /s/ XXXXXXX X. XXXXX, III
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Name: Xxxxxxx X. Xxxxx, III
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Title: EVP/CFO
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CROWN CASTLE INTERNATIONAL CORP. DE PUERTO RICO
By: /s/ XXXXX X. XXX
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Name: Xxxxx X. Xxx
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Title: VP
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BANKS:
KEY CORPORATE CAPITAL INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
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Title: Vice President
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AGENT:
KEYBANK NATIONAL ASSOCIATION
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Vice President
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ARRANGER:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
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Title: Vice President
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