Exhibit 10.2


    Exhibit
      10.2 

     

    Execution
      Version

    


     

    AMENDMENT
      TO TERM LOAN JOINDER

     

    AMENDMENT
      TO TERM LOAN JOINDER, dated as of March 6, 2007 (this "Amendment
      "),
      among CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation ("Holdings"),
      CROWN
      CASTLE OPERATING COMPANY, a Delaware corporation (the "Borrower"),
      certain Subsidiaries of Holdings (the "Subsidiary
      Guarantors"
      and
      together with Holdings, the "Guarantors"),
      the
      several banks and other financial institutions or entities parties hereto (the
      "Tranche
      B Lenders")
      and THE
      ROYAL BANK OF SCOTLAND PLC, as administrative agent (the "Administrative
      Agent").

     

    WHEREAS
      Holdings, the Borrower, certain of the Tranche B Lenders and the Administrative
      Agent have heretofore entered into that certain Term Loan Joinder, dated as
      of
      January 26, 2007 (as amended, amended and restated, supplemented, restated,
      replaced, refinanced or otherwise modified from time to time, the "Term
      Loan Joinder")
      pursuant to which Term Loans were provided to the Borrower in the amount of
      $600,000,000;

     

    WHEREAS
      the Tranche B Lenders and the Administrative Agent are willing to amend certain
      provisions of the Term Loan Joinder subject to the conditions set forth
      herein;

     

    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 Term Loan Joinder shall have the same meanings as therein
      defined.

     

    2. Amendment.
      Effective as of the date hereof (but subject to the occurrence of the Amendment
      Effective Date):

     

    (i) Section
      2(b) of the Term Loan Joinder is hereby amended and restated in its entirety
      to
      read as follows:

     

    "(b) All
      then
      outstanding Tranche B Term Loans shall be repaid on March 6, 2014."


     

    (ii) Section
      2(c) of the Term Loan Joinder is hereby amended and restated in its entirety
      to
      read as follows:

     

    "(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." 

     

    Except
      expressly as so amended by this Amendment, the Term Loan Joinder shall continue
      in full force and effect in accordance with its terms. 

     

    3. Conditions
      to the Effectiveness of the Amendment.
      This
      Amendment, and the amendments and modifications contained herein, shall be
      and
      become effective on the date (the “Amendment
      Effective Date”)
      when
      each of the following conditions is satisfied:

     

    (a)
       The
      Administrative Agent shall have received duly executed and delivered
      counterparts of this Amendment that, when taken together, bear the signatures
      of
      the Borrower, Holdings, the Administrative Agent and each Term Loan
      Lender.

     

    (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 Amendment 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.  

     

    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
      Amendment 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.

     

    5. Miscellaneous.

     

    (a)
      Limited
      Amendment.
      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 Term Loan Joinder shall continue in
      full
      force and effect and are hereby ratified and confirmed in all
      respects.

     

    (b)
      No
      Waiver, Cumulative Remedies.
      No
      failure or delay or course of dealing on the part of the Tranche B 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 Tranche B Lenders would otherwise have. No notice to
      or
      demand on the Borrower or any other Loan Party in any case shall entitle the
      Borrower to any other or further notice or demand in similar or other
      circumstances or constitute a waiver of the rights of the Tranche B Lenders
      to
      any other or further action in any circumstances without notice or
      demand.

     

    (c)
      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.

     

    (d)
      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 Amendment
      Effective Date in connection with the Term Loan Joinder or this
      Amendment.

     

    (e)
      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.

     

    (f)
      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.

     

    (g)
      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.

     

    (h)
      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
      page follows.]

     

     


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 
	 	CROWN
              CASTLE INTERNATIONAL 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


    

     

    
      	 	 	 
	 	CROWN
              CASTLE OPERATING LLC   
	 
 	 
 	 
 
	 	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


    

    


     

     

    


     


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE TO THE AMENDMENT TO TERM LOAN JOINDER, DATED AS OF THE FIRST DATE WRITTEN
      ABOVE, 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:

     

    
      	 	 	 
	 	
              THE
                ROYAL BANK OF SCOTLAND PLC,

              AS
                A TERM
                LOAN LENDER         

            
	 
 	 
 	 
 
	 	By:  	/s/ Vincent
              Fitzgerald
	 	
              
Name: 
Vincent
              Fitzgerald
	 	Title: 
              Managing Director


    

    


    


     

    


     


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE TO THE AMENDMENT TO TERM LOAN JOINDER, DATED AS OF THE FIRST DATE WRITTEN
      ABOVE, 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:

     

    
      	 	 	 
	 	
              MORGAN
                STANLEY SENIOR FUNDING, INC.

              AS A TERM LOAN LENDER           

            
	 
 	 
 	 
 
	 	By:  	/s/ Andrew
              Earls
	 	
              
Name: 
Andrew
              Earls
	 	Title: 
Vice
              President


    

     

     


    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE TO THE AMENDMENT TO TERM LOAN JOINDER, DATED AS OF THE FIRST DATE WRITTEN
      ABOVE, 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:

     

    
      	 	 	 
	 	
              JP
                MORGAN CHASE BANK, N.A.,

              AS A TERM LOAN LENDER            

            
	 
 	 
 	 
 
	 	By:  	/s/ 
              Christophe Vohmann
	 	
              
Name: 
Christophe
              Vohmann
	 	Title: 
Vice
              President