Fitch Rates Crown Castle's IDR 'BB-'; Outlook Positive

CHICAGO--(Business Wire)--
Fitch Ratings has assigned Issuer Default Ratings (IDRs) and long-term debt
ratings to Crown Castle International Corp. (CCIC) and its subsidiaries as
follows:

CCIC
--IDR 'BB-';
--Senior Unsecured Debt 'B+'.

Crown Castle Operating Company (CCOC)
--IDR 'BB-';
--Senior Secured Credit Facility 'BB+'.

CC Holdings GS V LLC (GS V)
--IDR 'BB-';
--Senior Secured Notes 'BBB-'.

The Rating Outlook for CCIC and its subsidiaries is Positive. Approximately $3.4
billion of debt is affected by Fitch's action.

CCIC's ratings are supported by the strong recurring cash flows generated from
its leasing operations, the robust EBITDA margin that should continue to
increase and the considerable scale of its tower portfolio, thus leading to a
much lower business risk profile. The strong industry fundamentals and expected
growth in demand for wireless services allow for sustainable growth in operating
performance and discretionary cash flow. Accordingly, Fitch expects the tower
industry, including CCIC, to greatly benefit from new amendments and lease up
opportunities as operators enhance network capabilities to support both its 3G
and 4G networks. Operators have aggressively subsidized smartphones, netbooks
and laptop cards to drive the rapid growth in broadband data applications to
stimulate the need for additional enhancements to their networks.

CCIC has substantially improved its refinancing risk and liquidity position
since the beginning of 2009 due to almost $2.9 billion of new debt issuance to
address the nearer-term refinancings associated with the Global Signal and
Towers LLC securitizations. In addition, CCIC has limited discretionary spending
during 2009 to improve its liquidity. Consequently current maturities through
2011 are relatively nominal and consist of annual term loan amortization
payments of 1% and amortization requirements associated with the Crown Castle
senior secured notes, series 2009-1. However, CCIC does have interest rate swap
agreements with settlement dates ranging from December 2009 to November 2011.
The value of this obligation, which is based on the five-year LIBOR swap rate,
was $282 million at the end of the second quarter of 2009.

In addition, CCIC has a combined $3.3 billion of secured 30-year tower revenue
notes with anticipated refinance date (ARD) provisions that in the event the
issues are not repaid in full by the ARD, all excess cash flow generated by the
Towers LLC securitized entity will be trapped. The first ARD is in June 2010 for
$1.7 billion of secured notes. The second ARD date is in November 2011 for $1.6
billion of secured notes. While CCIC has indicated its intentions to refinance
the debt before the ARD, if an ARD was triggered, Fitch believes the company
could generate sufficient cash flow from its other entities that CCIC could
adequately service its expense obligations and invest in necessary capital
requirements.

CCIC has a secured credit facility with $635 million remaining on a term loan
that matures in 2014 and a $188 million revolving facility due January 2010 that
was undrawn as of the second quarter 2009. CCIC has considerable cushion under
the credit agreement financial maintenance covenants, which includes
consolidated CCOC leverage, consolidated CCIC interest coverage and debt service
coverage ratios for the securitization entities. Outside of a cash trap
situation, which Fitch views as unlikely at this time, CCIC has significant
flexibility in moving cash between subsidiaries. CCIC's credit agreement also
effectively limits new incremental secured debt, absent a refinancing, at its
operating entities.

Cash was $177 million as of the second quarter of 2009. Free cash flow for the
first six months of 2009 was approximately $200. CCIC has shown significant
flexibility in prioritizing the use of its discretionary cash flow depending on
its strategic initiatives. While management has indicated that further material
debt reduction is not likely, Fitch expects CCIC will improve its credit profile
and naturally delever through increased cash generation. CCIC has indicated a
commitment for a targeted leverage ratio within the 5 times (x)-7x range and
interest coverage of at least two times. Fitch believes CCIC will likely operate
toward the lower end of the targeted range based on expectations for growth in
cash flow. Consequently, the Positive Outlook reflects Fitch's leverage
expectations, that on a run rate basis, leverage will improve to approximately
5.5x by the end 2010. Since the company has made significant progress on
refinancing its capital structure and preserving its liquidity during 2009,
Fitch believes CCIC over time will begin to increase the level of land purchases
and share repurchases funded through discretionary cash flow. Purchases of land
and stock for the first six months of 2009 were $6 million compared with $145
million a year ago.

The 'BBB-' rating for the secured debt at GS V reflects the superior recovery
and over-collateralization of the debt at the operating company level. The
ratings for the secured credit facility at CCOC reflect the lower collateral
support from its pledged assets as well as expected benefits from the
over-collateralization of the secured assets at Towers LLC, GS V and Global
Signal Holdings III LLC. The ratings of the unsecured debt at the holding
company level reflect the structural subordination and limited recovery
prospects within the capital structure. As the capital structure evolves through
refinancing activities at Towers LLC, Fitch believes over time this could lead
to improved recovery prospects and ratings upgrade for the unsecured debt at
CCIC. The distinction in rating differences between Fitch's existing structured
and new corporate debt ratings reflects the structural enhancements with the
CMBS issuances, including the protection of interest payments during a
bankruptcy process.

Additional information is available at 'www.fitchratings.com'.

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Fitch Ratings
Bill Densmore, +1-312-368-3125
John Culver, CFA, +1-312-368-3216 (Chicago)
Media Relations:
Cindy Stoller, +1-212-908-0526 (New York)
cindy.stoller@fitchratings.com

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