Exhibit 10.1
EXECUTION
VERSION
SECOND EXTENSION
AGREEMENT
THIS SECOND EXTENSION AGREEMENT
(this “ Agreement ”) dated as of January 6,
2009 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 (as amended,
amended and restated, supplemented or otherwise modified to the
date hereof, the “ Credit Agreement
”);
WHEREAS, the Borrower, the
Administrative Agent and the Revolving Lenders party to the Credit
Agreement entered into that certain Extension Agreement, dated as
of December 19, 2007 (the “ First Extension
Agreement ”) to extend the Revolving Termination Date
pursuant to Section 2.3(c) of the Credit Agreement;
and
WHEREAS, the Borrower, the
Administrative Agent and the Revolving Lenders party to this
Agreement desire to further 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
and set forth on Schedule 1 attached hereto to
January 5, 2010.
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 6, 2009 (the “ Second Extension Effective
Date ”) upon satisfaction of the following conditions
precedent:
(i) The Administrative Agent shall
have received:
(1) a certificate of the Borrower
dated as of the Second Extension Effective Date signed by a
Responsible Officer of the Borrower certifying that (x) 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 Second Extension
Effective Date as if made on and as of the Second 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 (y) as of the
date of and after giving effect to such extension, no Default or
Event of Default exists or will exist; and
(2) an originally executed opinion
of the Borrower’s counsel in form and substance reasonably
satisfactory to the Administrative Agent; and
(ii) On such date, and after giving
effect to such extension, (1) the Total Revolving Commitments
of the Extending Lenders and Replacement Lenders under the
Revolving Facility shall be at least $175,000,000 and (2) the
aggregate amount of the Available Revolving Commitments shall be at
least $30,000,000.
3.2 Payments and
Reimbursements .
(a) On the Second Extension
Effective Date, the Borrower shall pay in full to the
Administrative Agent, for distribution to each Revolving Lender on
such date (including
2
Replacement Lenders, but excluding Non-Extending
Lenders), an extension fee equal to a percentage of the amount of
such Revolving Lender’s Revolving Commitment equal to the
greater of (i) 5.00% and (ii) the highest such percentage
paid to any Revolving Lender that becomes party hereto pursuant to
Section 5.5.
(b) All arrangement, agency, legal
and other fees that are due on or before the Second Extension
Effective Date and are required to be paid or rei
