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Credit Agreement

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Title:

Credit Agreement

Entities:

ABN AMRO Bank N.V.; Crown Castle International Corp.; Global Signal Inc.; J.P. Morgan Securities Inc.; McGraw-Hill Companies Inc.; Midland Loan Services, Inc.; Morgan Stanley Senior Funding Inc.; Royal Bank of Scotland plc; Wachovia Bank, NA; Keybank NA; Cravath, Swaine & Moore LLP

Date:

2007

Size:

Preview shows 78KB of 362KB total

Price:

$96

ID:

#2693316

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CREDIT AGREEMENT

among

CROWN CASTLE OPERATING COMPANY,

as the Borrower,

CROWN CASTLE INTERNATIONAL CORP. and

CERTAIN OF ITS SUBSIDIARIES,

as Guarantors,

The Several Lenders

from Time to Time Parties Hereto

and

THE ROYAL BANK OF SCOTLAND PLC,

as Administrative Agent

Dated as of January 9, 2007

RBS SECURITIES CORPORATION and

KEYBANK NATIONAL ASSOCIATION,

as Revolving Loan

Joint Lead Arrangers and Joint Bookrunners

and

MORGAN STANLEY SENIOR FUNDING, INC.,

J.P. MORGAN SECURITIES INC., and

CALYON NEW YORK BRANCH

as Revolving Loan Co-Documentation Agents

TABLE OF CONTENTS


		Page
SECTION 1.	DEFINITIONS	1
1.1	Defined Terms	1
1.2	Other Definitional Provisions	34

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	35
2.1	Loans; Commitments	35
2.2	Procedure for Borrowing	36
2.3	Repayment of Loans; Early Maturity	36
2.4	Swingline Commitment	38
2.5	Procedure for Swingline Borrowing; Refunding of Swingline Loans	38
2.6	Commitment Fees, etc.	40
2.7	Termination or Reduction of Commitments	40
2.8	Optional Prepayments	40
2.9	Mandatory Prepayments and Commitment Reductions	41
2.10	Conversion and Continuation Options	42
2.11	Limitations on Eurodollar Tranches	43
2.12	Interest Rates and Payment Dates	43
2.13	Computation of Interest and Fees	44
2.14	Inability to Determine Interest Rate	44
2.15	Pro Rata Treatment and Payments	45
2.16	Requirements of Law	47
2.17	Taxes	49
2.18	Indemnity	50
2.19	Change of Lending Office	51
2.20	Replacement of Lenders	51
2.21	Evidence of Debt	52
2.22	Illegality	52
2.23	Term Loans	52

SECTION 3.	LETTERS OF CREDIT	54
3.1	L/C Commitment	54
3.2	Procedure for Issuance of Letter of Credit	55
3.3	Fees and Other Charges	55
3.4	L/C Participations	55
3.5	Reimbursement Obligation of the Borrower	56
3.6	Obligations Absolute	57
3.7	Letter of Credit Payments	57
3.8	Applications	57

SECTION 4.	REPRESENTATIONS AND WARRANTIES	57
4.1	Financial Condition	58


4.2	No Change	58
4.3	Corporate Existence; Compliance with Law	58
4.4	Corporate Power; Authorization; Enforceable Obligations	59
4.5	No Legal Bar	59
4.6	Litigation	59
4.7	No Default	60
4.8	Ownership of Property; Liens	60
4.9	Intellectual Property	60
4.10	Taxes	60
4.11	Federal Regulations	60
4.12	Labor Matters	60
4.13	ERISA	61
4.14	Investment Company Act; Other Regulations	61
4.15	Subsidiaries	61
4.16	Use of Proceeds	61
4.17	Environmental Matters	62
4.18	Accuracy of Information, etc.	62
4.19	Security Interests	63
4.20	Solvency	63
4.21	Licenses and Registrations	63
4.22	Tower Notes Indenture; Global Signal 2004 Loan Agreement; Global Signal 2006 Loan Agreement; Holdings Securities Filings	63

SECTION 5.	CONDITIONS PRECEDENT	64
5.1	Conditions to Closing Date	64
5.2	Conditions to Each Extension of Credit	66

SECTION 6.	AFFIRMATIVE COVENANTS	67
6.1	Financial Statements	67
6.2	Certificates; Other Information	68
6.3	Payment of Obligations	70
6.4	Maintenance of Existence; Compliance	70
6.5	Maintenance of Property; Insurance	70
6.6	Inspection of Property; Books and Records; Discussions	71
6.7	Notices	71
6.8	Environmental Laws	73
6.9	Interest Rate Protection	73
6.10	Additional Collateral, etc.	73
6.11	Organizational Separateness	74
6.12	Cash; Control Accounts and Control Agreements	75
6.13	Use of Proceeds	76

SECTION 7.	NEGATIVE COVENANTS	76
7.1	Financial Condition Covenants	76
7.2	Indebtedness	77
7.3	Liens	80
7.4	Fundamental Changes	82


7.5	Disposition of Property	83
7.6	Restricted Payments	84
7.7	Investments	85
7.8	Certain Payments and Modifications of Certain Agreements	87
7.9	Transactions with Affiliates; Management Agreement and Fees	88
7.10	Sales and Leasebacks	88
7.11	Changes in Fiscal Periods	89
7.12	Negative Pledge Clauses	89
7.13	Clauses Restricting Subsidiary Distributions	89
7.14	Lines of Business	89
7.15	Holding Company Status	90
7.16	Communications Tower Facilities	90
7.17	Unrestricted Subsidiary Capital Stock; GTE JV Capital Stock	90
7.18	GTE JV and Crown Castle GT Corp.; Tower SPVs and Unrestricted Subsidiary SPVs; Australian Subsidiary	90
7.19	Designation of Unrestricted Subsidiaries as Subsidiaries	91
7.20	Designation of Subsidiaries as Unrestricted Subsidiaries	91
7.21	Capital Expenditures	91

SECTION 8.	EVENTS OF DEFAULT	91

SECTION 9.	THE ADMINISTRATIVE AGENT	95
9.1	Appointment	95
9.2	Delegation of Duties	95
9.3	Exculpatory Provisions	95
9.4	Reliance by Administrative Agent	95
9.5	Notice of Default	96
9.6	Non-Reliance on Administrative Agent and Other Lenders	96
9.7	Indemnification	97
9.8	Administrative Agent in Its Individual Capacity	97
9.9	Successor Administrative Agent	97
9.10	Other Agents; Lead Arrangers	98

SECTION 10.	MISCELLANEOUS	98
10.1	Amendments and Waivers	98
10.2	Notices	99
10.3	No Waiver; Cumulative Remedies	100
10.4	Survival of Representations and Warranties	100
10.5	Payment of Expenses and Taxes; Indemnification	100
10.6	Successors and Assigns; Participations and Assignments	102
10.7	Adjustments; Set-off	105
10.8	Counterparts	106
10.9	Severability	106
10.10	Integration	106
10.11	GOVERNING LAW	107
10.12	Submission To Jurisdiction; Waivers	107
10.13	Acknowledgements	107

iii


10.14	Releases of Guarantees and Liens	108
10.15	Confidentiality	108
10.16	WAIVERS OF JURY TRIAL	109
10.17	Patriot Act	109

SECTION 11.	GUARANTY	109
11.1	Guaranty; Limitation of Liability	109
11.2	Guaranty Absolute	110
11.3	Waivers and Acknowledgments	112
11.4	Subordination	113
11.5	Continuing Guaranty	114


SCHEDULES:

4.4		Consents, Authorizations, Filings and Notices
4.15		Subsidiaries
4.19		UCC Filing Jurisdictions
7.2(d)		Existing Indebtedness
7.3(f)		Existing Liens

ANNEX A PRICING GRID

EXHIBITS:

A-1		Form of Pledge Agreement
A-2		Form of Security Agreement
B		Form of Compliance Certificate
C-1/C-2		Form of Closing Certificate
D		[Intentionally Omitted]
E		Form of Assignment and Assumption
F		Form of Legal Opinion of Cravath, Swaine & Moore LLP
G		Form of Prepayment Option Notice
H		Form of Exemption Certificate
I		Form of Permitted Borrower Subordinated Note
J		Form of Joinder Agreement
K-1		Form of Term Loan Note
K-2		Form of Revolving Loan Note
K-3		Form of Swingline Loan Note

CREDIT AGREEMENT, dated as of January 9, 2007, among CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation (Holdings), CROWN CASTLE OPERATING COMPANY, a Delaware corporation (the Borrower), the Subsidiary Guarantors (as defined below) from time to time party hereto, the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent (as defined below).

WITNESSETH:

WHEREAS, the Borrower has requested the Lenders to extend credit in the form of Revolving Loans (as defined below) at any time and from time to time prior to the Revolving Termination Date (as defined below), in an aggregate principal amount at any time outstanding not in excess of $250,000,000;

WHEREAS, the Borrower may request that prospective Term Loan Lenders (as defined below) agree to make available Term Loans pursuant to Section 2.23 from time to time after the Closing Date in an aggregate principal amount not to exceed $700,000,000; and

WHEREAS, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the above premises and the agreements, provisions and covenants contained herein, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

ABR: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: Prime Rate shall mean the rate of interest per annum announced from time to time by The Royal Bank of Scotland plc as its prime rate in effect at its principal office (the Prime Rate not being intended to be the lowest rate of interest charged by The Royal Bank of Scotland plc in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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