Exhibit 10.3


    Exhibit
      10.3

     

    Execution
      Version

     

    TERM
      LOAN JOINDER

     

    TERM
      LOAN
      JOINDER, dated as of March 6, 2007 (this "Term
      Loan Joinder"),
      to
      the 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
      CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("Holdings"),
      CROWN
      CASTLE OPERATING COMPANY, a Delaware corporation (the "Borrower"),
      the
      Subsidiary Guarantors (as defined therein) 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
      ROYAL BANK OF SCOTLAND PLC, as administrative agent (the "Administrative
      Agent").

     

    WHEREAS
      pursuant to Section 2.23 of the Credit Agreement, the Borrower has requested
      that the Persons listed on Schedule 1 hereto (the "Tranche
      B Lenders")
      provide Term Loans to the Borrower under the Credit Agreement in an aggregate
      principal amount of $50,000,000 (such Term Loans, the "Tranche
      B Term Loans");

     

    WHEREAS
      the Tranche B Lenders are willing to provide the Tranche B Term Loans to the
      Borrower, in each case on the terms and subject to the conditions set forth
      herein; and

     

    WHEREAS
      Morgan Stanley Senior Funding, Inc., RBS Securities Corporation and J.P. Morgan
      Securities Inc. will act as joint lead arrangers and joint bookrunners in
      respect of the Tranche B Term Loans;

     

    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 Credit Agreement shall have the same meanings as therein
      defined.

     

    2. Terms
      of the Tranche B Term Loans.
      The
      Tranche B Term Loans shall have the following terms: 

     

    (a) The
      Tranche B Term Loans shall mature in consecutive quarterly installments (each
      due on the last day of each calendar quarter), commencing on April 1, 2007,
      each
      of which shall be in an amount equal to (i) in the case of each such installment
      other than the one described in clause (ii) hereof, 0.25% of the aggregate
      outstanding principal amount of Tranche B Term Loans and (ii) in the case of
      the
      last such installment, the entire remaining outstanding principal amount of
      Tranche B Term Loans. 

     

    (b) All
      then
      outstanding Tranche B Term Loans shall be repaid on the date that is seven
      years
      after the Term Loan Effective Date (as defined below).

     

    (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. 

     

    (d) The
      Tranche B Term Loans shall only be utilized to finance a dividend to Holdings
      to
      enable Holdings to repurchase its capital stock and for general corporate
      purposes. 

     

    (e) All
      other
      terms and provisions of the Tranche B Term Loans shall be as set forth in the
      Credit Agreement. 

     

    3. Conditions
      to the Effectiveness of the Term Loan Commitment and the Making of the Tranche
      B
      Term Loans.
      The
      Term Loan Commitment of each Tranche B Lender shall become effective as of
      March
      6, 2007 (the "Term
      Loan Effective Date");
      provided that each of the following conditions is satisfied:

     

    (a)
       The
      Administrative Agent shall have received duly executed and delivered
      counterparts of (i) this Term Loan Joinder that, when taken together, bear
      the
      signatures of the Borrower, Holdings, the Administrative Agent and each Tranche
      B Lender and (ii) the reaffirmation agreement (the "Reaffirmation
      Agreement")
      attached hereto as Exhibit A.

     

    (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 Term Loan Joinder 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 Term Loan
      Joinder shall be true and correct.  

     

    (d) The
      Administrative Agent shall have received the executed legal opinion of (x)
      Cravath, Swaine & Moore LLP, counsel to Holdings, the Borrower and the
      Subsidiaries, (y) Delaware counsel to the Loan Parties and (z) general counsel
      to the Loan Parties, each in form and substance reasonably satisfactory to
      the
      Administrative Agent. 

     

    (e) Each
      document (including any Uniform Commercial Code financing statement) required
      by
      the Security Documents or under law or reasonably requested by the
      Administrative Agent to be filed, registered or recorded in order to create
      in
      favor of the Administrative Agent, for the benefit of the Lenders, a perfected
      Lien on the Collateral described therein, prior and superior in right to any
      other Person (other than with respect to Liens expressly permitted by Section
      7.3), shall be in proper form for filing, registration or
      recordation.

     

    (f) 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 Term Loan Joinder and the Reaffirmation Agreement and the performance
      of
      the transactions contemplated hereby and thereby. 

     

    (g) Each
      of
      (i) the First Amendment dated as of March 6, 2007, among Holdings, the Borrower,
      the Subsidiary Guarantors party thereto, the Lenders party thereto and the
      Administrative Agent and (ii) the Amendment to Term Loan Joinder dated as of
      March 6, 2007, among Holdings, the Borrower, the Term Lenders party thereto
      and
      the Administrative Agent shall have become effective.

     

    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
      Term Loan 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 or would result
      from
      the borrowings to be made on the Term Loan Effective Date.

     

    5. Loans;
      Commitments.
      Pursuant to Section 2.23 of the Credit Agreement, by execution and delivery
      of
      this Term Loan Joinder, together with the satisfaction of all of the other
      requirements and conditions set forth in this Term Loan Joinder, each
      undersigned Tranche B Lender (a) shall have, on and as of the Term Loan
      Effective Date, a Term Loan Commitment equal to the amount set forth next to
      its
      name on Schedule 1 attached hereto, (b) shall be, and shall be deemed to be,
      a
      "Term Loan Lender" under, and as such term is defined in, the Credit Agreement
      and (c) severally agrees to make a Term Loan to the Borrower on the Term Loan
      Effective Date in an amount not to exceed the Term Loan Commitment of such
      Lender. 

     

    


     

    


     

    [Signature
      page follows.]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Term Loan Joinder to be
      duly executed and delivered by their proper and duly authorized officers as
      of
      the day and year first above written.

     

    
      	 	 	 
	 	CROWN
              CASTLE INERNATIONAL CORP.        
	 
 	 
 	 
 
	 	By:  	/s/ Jay
              A.
              Brown
	 	
              
Name: 
Jay
              A. Brown
	 	Title: 
Vice
              President 


    

     

    
      	 	 	 
	 	CROWN
              CASTLE OPERATING COMPANY   
	 
 	 
 	 
 
	 	By:  	/s/ Jay
              A.
              Brown
	 	
              
Name: 
Jay
              A. Brown
	 	Title: 
Vice
              President 


    

    


    
      	 	 	 
	 	THE
              ROYAL
              BANK OF SCOTLAND PLC, as Administrative Agent       
	 
 	 
 	 
 
	 	By:  	/s/ Vincent
              Fitzgerald
	 	
              
Name: 
Vincent
              Fitzgerald
	 	Title: 
              Managing Director


    

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	THE
              ROYAL
              BANK OF SCOTLAND PLC, as a Term Loan Lender  
	 
 	 
 	 
 
	 	By:  	/s/ Vincent
              Fitzgerald
	 	
              
Name: 
Vincent
              Fitzgerald
	 	Title: 
              Managing Director




     

    
    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 
	 	MORGAN
              STANLEY SENIOR FUNDING, INC., as a Term Loan Lender      
	 
 	 
 	 
 
	 	By:  	/s/ Andrew
              Earls
	 	
              
Name: 
Andrews
              Earls
	 	Title:
              Vice President




     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 
	 	JPMORGAN
              CHASE BANK, N.A., as a Term Loan Lender       
	 
 	 
 	 
 
	 	By:  	/s/ Peter
              B.
              Thauer
	 	
              
Name: 
Peter
              B. Thauer
	 	Title: 
              Executive Director




     

    
       

    

    


     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A


     

    REAFFIRMATION
      AGREEMENT, dated as of March 6, 2007 (as amended, supplemented or otherwise
      modified from time to time, this “Agreement”),
      among
      Crown Castle Operating Company (the “Borrower”),
      Crown
      Castle International Corp. (“Holdings”)
      and
      Crown Castle Operating LLC (collectively, the “Reaffirming
      Parties”)
      and
      The Royal Bank of Scotland plc, as administrative agent (in such capacity,
      the
“Administrative
      Agent”).

     

     

    WHEREAS
      the Holdings, the Borrower, the Term Loan Lenders listed on Schedule 1 thereto
      and the Administrative Agent have entered into the Term Loan Joinder, dated
      as
      of the date hereof (the “Term
      Loan Joinder”),
      which
      supplements the Credit Agreement, dated as of January 9, 2007 (the “Credit
      Agreement”),
      among
      Holdings, the Borrower, the Subsidiary Guarantors party thereto, the Lenders
      party thereto and the Administrative Agent. 

     

     

    WHEREAS
      each Reaffirming Party is party to one or more of the Loan
      Documents.

     

     

    WHEREAS
      each Reaffirming Party expects to realize, or has realized, substantial direct
      and indirect benefits as a result of the Term Loan Joinder becoming effective
      and the transactions contemplated thereby being consummated.

     

     

    WHEREAS
      the execution and delivery of this Agreement is a condition precedent to the
      effectiveness of the Term Loan Joinder and the consummation of the transactions
      contemplated thereby.

     

     

    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

     

    ARTICLE
      I

     

    Reaffirmation

     

    SECTION
      1.01.   Defined
      Terms

     

    .
      Capitalized terms used and not defined herein have the meanings given to them
      in
      the Credit Agreement.

     

    SECTION
      1.02.   Reaffirmation

     

    .
      (a)
      Each
      Reaffirming Party hereby (i) consents to the Term Loan Joinder and the
      transactions contemplated thereby and (ii) confirms its respective guarantees
      and grants of security interests, as applicable, under each of the Loan
      Documents to which it is party, and agrees that, notwithstanding the
      effectiveness of the Term Loan Joinder, such guarantees and grants of security
      interests shall continue to be in full force and effect and shall accrue to
      the
      benefit of the Secured Parties (as defined in the Security Agreement).


     

     

    SECTION
      1.03.   Grant
      of Security Interest; Authorization.
      In
      furtherance of the reaffirmations set forth in the preceding Section 1.02,
      each
      Reaffirming Party hereby assigns, pledges and grants to the Administrative
      Agent, and its successors and assigns, for the ratable benefit of the Secured
      Parties, a security interest in all its respective Collateral (as defined in
      the
      Security Agreement and/or the Pledge Agreement, as applicable), as security
      for
      the Obligations. Pursuant to Section 9-509 of the UCC and any other applicable
      law, each Reaffirming Party authorizes the Agent to file or record financing
      statements and other filing or recording documents or instruments with respect
      to its respective Collateral without the signature of such Reaffirming
      Party.

     

     

    ARTICLE
      II

     

    Miscellaneous

     

    SECTION
      2.01.   Security
      Document

     

    .
      This
      Agreement is a Security Document executed pursuant to the Credit Agreement
      and
      shall (unless otherwise expressly indicated herein) be construed, administered
      and applied in accordance with the terms and provisions thereof.

     

    SECTION
      2.02.   Effectiveness;
      Counterparts

     

    .
      This
      Agreement shall become effective on the date when copies hereof which, when
      taken together, bear the signatures of each Reaffirming Party and the
      Administrative Agent, shall have been received by the Administrative Agent
      (or
      its counsel). This Agreement may not be amended nor may any provision hereof
      be
      waived except pursuant to a writing signed by each of the parties hereto. This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original but all of which when taken together shall constitute
      but
      one contract. Delivery of an executed counterpart of a signature page of this
      Agreement by telecopy shall be effective as delivery of a manually executed
      counterpart of this Agreement.

     

    SECTION
      2.03.   No
      Novation

     

    .
      This
      Agreement shall not extinguish the obligations for the payment of money
      outstanding under the Credit Agreement or discharge or release the priority
      of
      any Loan Document or any other security therefor. Nothing herein contained
      shall
      be construed as a substitution or novation of the obligations outstanding under
      the Credit Agreement or instruments securing the same, which shall remain in
      full force and effect, except to any extent modified hereby or by instruments
      executed concurrently herewith. Nothing implied in this Agreement or in any
      other document contemplated hereby shall be construed as a release or other
      discharge of the Borrower or any other Loan Party under any Loan Document from
      any of its obligations and liabilities under the Credit Agreement or the other
      Loan Documents. Each of the Credit Agreement and the other Loan Documents shall
      remain in full force and effect, until (as applicable) and except to any extent
      modified hereby or in connection herewith.

     

    SECTION
      2.04.   GOVERNING
      LAW

     

    .
      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE
      GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
      YORK.

     

    SECTION
      2.05.   No
      Other Amendments; Confirmation

     

    .
      Except
      as expressly set forth herein, no other amendments to any Loan Document are
      intended hereby and all other provisions of the Loan Documents are and shall
      remain in full force and effect.

     

    


     

    


     

    


     

    


     

    [The
      remainder of the page has been intentionally left blank.]

     

    


     

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

           

           

        

      

    



     

    IN
      WITNESS WHEREOF, each Reaffirming Party and the Administrative Agent, for the
      benefit of the Secured Parties, have caused this Agreement to be duly executed
      by their respective officers as of the date first above written.

     

    
       

      
        	 	 	 
	 	CROWN
                CASTLE OPERATING COMPANY, as a Reaffirming Party,        
	 
 	 
 	 
 
	 	By:  	/s/ Jay
                A.
                Brown
	 	
                
Name: 
Jay
                A. Brown
	 	Title: 
Vice
                President 


      

       

      
        	 	 	 
	 	CROWN
                CASTLE INTERNATIONAL CORP., as a Reaffirming Party,  
	 
 	 
 	 
 
	 	By:  	/s/ Jay
                A.
                Brown
	 	
                
Name: 
Jay
                A. Brown
	 	Title: 
Vice
                President 


      

       

      
        	 	 	 
	 	CROWN
                CASTLE OPERATING LLC, as a Reaffirming Party,        
	 
 	 
 	 
 
	 	By:  	/s/ Jay
                A.
                Brown
	 	
                
Name: 
Jay
                A. Brown
	 	Title: 
Vice
                President 


      

       

      
        	 	 	 
	 	THE
                ROYAL
                BANK OF SCOTLAND PLC, as Administrative Agent       
	 
 	 
 	 
 
	 	By:  	/s/ Vincent
                Fitzgerald
	 	
                
Name: 
Vincent
                Fitzgerald
	 	Title: 
                Managing Director