DC3362.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing








	
EXECUTION VERSION







	
EXTENSION AGREEMENT







     THIS EXTENSION AGREEMENT (this “Agreement”) dated as of December 15, 2007 is entered into by and 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) and, together with Holdings and the Borrower, the “Loan Parties”), the
Revolving Lenders (as defined in the Credit Agreement) party hereto and THE ROYAL BANK OF SCOTLAND PLC, as administrative agent (the “Administrative Agent”).


	
W I T N E S S E T H:







     WHEREAS, the Loan Parties, the Administrative Agent and the Lenders entered into that certain Credit Agreement, dated as of January 9, 2007 (amended as of March 6, 2007 and as otherwise amended,
supplemented or otherwise modified to the date hereof, the “Credit Agreement”); and


     WHEREAS, the Borrower, the Administrative Agent and the Revolving Lenders party to this Agreement desire to extend the Revolving Termination Date pursuant to Section 2.3(c) of the Credit Agreement as
set forth herein.


     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Credit Agreement, in consideration of the Revolving Loans which may hereafter be
made by the Revolving Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:


	
ARTICLE I.







	
DEFINITIONS AND REFERENCES







     1.1 Terms Defined in the Credit Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Credit Agreement shall have the same meanings whenever used in this Agreement.











	
ARTICLE II.



EXTENSION







     2.1 Extension of Maturity Date. Each of the undersigned Revolving Lenders hereby agrees to extend the Revolving Termination Date for its
Revolving Commitments and Revolving Loans outstanding on the Effective Date to January 6, 2009.


	
ARTICLE III.







	
CONDITIONS OF EFFECTIVENESS







	 	
3.1 Documents to be Delivered.







     (a) Except as set forth in Section 3.1(b) herein, this Agreement shall become effective as of the date set forth above (the “Effective Date”) when the Administrative Agent shall have received this Agreement duly executed and delivered by each Loan Party, the Administrative Agent and the Majority Facility Lenders under the Revolving Facility (including, for this
purpose, any Replacement Lender and excluding any Non-Extending Lender that will be replaced by a Replacement Lender).


     (b) The agreement set forth in Article II of this Agreement shall become effective as of January 8, 2008 (the “First Extension Effective Date”) when the Administrative Agent shall have received (i) a certificate of the Borrower dated as of the First Extension Effective Date signed by a Responsible Officer of the Borrower certifying that (A) before and after giving
effect to such extension, the representations and warranties contained in Section 4 of the Credit Agreement and the other Loan Documents made by any Loan Party are true and correct in all material respects on and as of the First Extension Effective
Date as if made on and as of the First Extension Effective Date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all
material respects as of such earlier date and (B) before and after giving effect to such extension, no Default or Event of Default exists or will exist and (ii) an originally executed opinion of the Borrower’s counsel in form and substance
reasonably satisfactory to the Administrative Agent.


     3.2 Payments and Reimbursements. All arrangement, extension, agency, legal and other fees that are due on or before the First Extension
Effective Date and are required to be paid or reimbursed by the Borrower to the Administrative Agent or any Revolving Lender pursuant to any Loan Document or any other agreement heretofore entered into shall have been paid.











	
ARTICLE IV.







	
REPRESENTATIONS AND WARRANTIES







     4.1 Representations and Warranties. In order to induce the Revolving Lenders party hereto to enter into this Agreement, each of the Borrower
and the other Loan Parties represents and warrants to the Administrative Agent and each Revolving Lender party hereto that:


     (a) each of the representations and warranties contained in Section 4 of the Credit Agreement and the other Loan Documents is true and correct in all material respects on and as of the Effective Date
as if made on and as of the Effective Date, except to the extent that such representation and warranty expressly relates 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) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Agreement, and each Loan Party has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement. 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 in connection with the execution, delivery, performance, validity or enforceability of this Agreement which has not been obtained;


     (c) when duly executed and delivered, each of this Agreement and the Credit Agreement in effect on the First Extension Effective Date will be a legal and binding obligation of each Loan Party,
enforceable against each such Loan Party in accordance with its terms, except as limited by Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and


(d) no Default or Event of Default has occurred or is continuing.


	
ARTICLE V.



MISCELLANEOUS







	 	
5.1 Ratification of Agreements.







     (a) The Credit Agreement as hereby extended is hereby ratified and confirmed in all respects by each Loan Party. Each of the other Loan Documents, as each may be extended or affected by this
Agreement, are hereby ratified and confirmed in all respects by each Loan Party. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Credit Agreement as hereby extended.











     (b) Each Guarantor hereby: (i) ratifies and reaffirms each Loan Document to which such Guarantor is a party, (ii) confirms such Guarantor’s agreement to the terms of this Agreement 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.


     5.2 Survival of Representations and Warranties. All representations and warranties of each Loan Party herein shall survive the execution and
delivery of this Agreement and the performance hereof.


     5.3 No Waiver, Cumulative Remedies. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of Lenders under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document. 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 such parties 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.


     5.4 Loan Documents. This Agreement is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply
hereto.


     5.5 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision.


     5.6 Severability. In case any provision in or obligation under this Agreement 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.


     5.7 Counterparts; Fax. This Agreement 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.


     5.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.











     IN WITNESS WHEREOF, the parties hereto have caused this Extension Agreement 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.

	
By: 
		
 		
  /s/ Jay A. Brown 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Jay A. Brown 
	
	
 
		
 		
Title: 
		
 		
Vice President, Treasurer 
	




CROWN CASTLE OPERATING COMPANY

	
By: 
		
 		
  /s/ Jay A. Brown 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Jay A. Brown 
	
	
 
		
 		
Title: 
		
 		
Vice President, Treasurer 
	




	
CROWN CASTLE OPERATING LLC






	
By: 
		
 		
  /s/ Jay A. Brown 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Jay A. Brown 
	
	
 
		
 		
Title: 
		
 		
Vice President, Treasurer 
	




THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and as a Revolving Lender

	
By: 
		
 		
  /s/ Andrew Wynn 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Andrew Wynn 
	
	
 
		
 		
Title: 
		
 		
Managing Director 
	













KEYBANK NATIONAL ASSOCIATION, as a Revolving Lender

	
By: 
		
 		
  /s/ Jennifer A. O’Brien 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Jennifer A. O’Brien 
	
	
 
		
 		
Title: 
		
 		
Vice President 
	




CALYON NEW YORK BRANCH, as a Revolving Lender

	
By: 
		
 		
  /s/ Douglas Roper 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Douglas Roper 
	
	
 
		
 		
Title: 
		
 		
Managing Director 
	
	
 
	
	
 
	
	
By: 
		
 		
  /s/ Michael George 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Michael George 
	
	
 
		
 		
Title: 
		
 		
Managing Director 
	




JPMORGAN CHASE BANK, N.A., as a Revolving Lender

	
By: 
		
 		
  /s/ Christophe Vohmann 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Christophe Vohmann 
	
	
 
		
 		
Title: 
		
 		
Vice President 
	




LEHMAN BROTHERS COMMERCIAL BANK, as a Revolving Lender

	
By: 
		
 		
  /s/ Brian McNany 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Brian McNany 
	
	
 
		
 		
Title: 
		
 		
Authorized Signatory 
	













MORGAN STANLEY BANK, as a Revolving Lender

	
By: 
		
 		
  /s/ Daniel Twenge 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Daniel Twenge 
	
	
 
		
 		
Title: 
		
 		
Authorized Signatory 
	




WACHOVIA BANK, N.A., as a Revolving Lender

	
By: 
		
 		
  /s/ Scott Suddreth 
	
	
		
		


	
	
 
		
 		
Name: 
		
 		
Scott Suddreth 
	
	
 
		
 		
Title: 
		
 		
Vice President