EXHIBIT 10.37
CONFORMED COPY
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DATE: 23RD DECEMBER, 1999
CROWN CASTLE UK LIMITED
AS BORROWER
CROWN CASTLE UK HOLDINGS LIMITED
AND
MILLENNIUM COMMUNICATIONS LIMITED
AS GUARANTORS
THE LENDERS LISTED IN SCHEDULE 1
CREDIT SUISSE FIRST BOSTON
AS AGENT
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LOAN AMENDMENT AGREEMENT
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(AGB/HZM)
LOAN AMENDMENT AGREEMENT
DATE: 23rd December, 1999
PARTIES
1. CROWN CASTLE UK LIMITED (formerly known as Castle Transmission
International Ltd.), a company incorporated in England (number 3196207), of
Warwick Technology Park, Gallows Hill, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, as
borrower
2. CROWN CASTLE UK HOLDINGS LIMITED (formerly known as Castle Transmission
Services (Holdings) Ltd.), a company incorporated in England (number
3242381), of Warwick Technology Park, Gallows Hill, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ and MILLENNIUM COMMUNICATIONS LIMITED, a company incorporated in
England (number 2903056), of Warwick Technology Park, Gallows Hill,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, as guarantors
3. CREDIT SUISSE FIRST BOSTON, for itself and as agent for the Lenders (the
"Agent")
BACKGROUND
(A) On 28th February, 1997 the loan agreement was entered into between the
Borrower, the Parent, certain lenders, the Agent and others and under its
terms the lenders agreed to provide term and revolving loan facilities of
(Pounds)162,500,000 to the Borrower. On 21st May, 1997 the parties to the
loan agreement at that date amended the loan agreement so that the lenders
under it agreed to provide revolving loan facilities of (Pounds)64,000,000
to the Borrower. These loan facilities are guaranteed by the Parent and
secured by charges granted by the Borrower and the Parent. With effect
from 27th October, 1998 Millennium acceded to the loan agreement as an
additional guarantor and acceded to the Debenture as an additional chargor.
The loan agreement was further amended on 18th June, 1999, amongst other
things, from a (Pounds)64,000,000 revolving loan facility to a
(Pounds)150,000,000 term and revolving loan facility.
(B) At the request of the Borrower the parties have agreed to amend the terms
of the Loan Agreement on the terms of this Agreement.
(C) The Agent has been authorised by an Instructing Group to agree to the
amendments contained in this Agreement.
The parties agree as follows:
1. INTERPRETATION
1.1 Loan Agreement
The interpretation provisions contained in Part I of the Loan Agreement are
deemed to be incorporated expressly in this Agreement, and apply to this
Agreement accordingly.
1.2 Definition
In this Agreement "Loan Agreement" means the loan agreement dated 28th
February, 1997 as amended on 21st May, 1997, acceded to by Millennium with
effect from 27th October, 1998 and as further amended on 18th June, 1999
made between the Borrower, the Parent, Millennium, the Lenders, Credit
Suisse First Boston and others under which the Lenders have agreed to
provide (Pounds)150,000,000 term and revolving loan facilities to the
Borrower.
1.3 Scope
This Agreement is supplemental to and amends the Loan Agreement.
2. AMENDMENT OF THE LOAN AGREEMENT
The parties agree that the Loan Agreement shall be amended with effect from
the date of this Agreement so that the reference in each of Clauses
20.1(EE), 21.1(L)(iii)(b) and 21.1(M)(iii)(b) to "16th July, 1999" shall be
replaced by a reference in each of these Clauses to "31st December, 1999".
3. MISCELLANEOUS
3.1 Law
This Agreement is to be governed by and construed in accordance with
English law.
3.2 Counterparts
There may be several signed copies of this Agreement. There is intended to
be a single Agreement and each signed copy is a counterpart of that
Agreement.
SIGNATURES
Borrower
CROWN CASTLE UK LIMITED
By:
Parent and Guarantor
CROWN CASTLE UK HOLDINGS LIMITED
By:
Additional Guarantor
MILLENNIUM COMMUNICATIONS LIMITED
By:
Agent
CREDIT SUISSE FIRST BOSTON
By: