EXHIBIT 10.2
CONFORMED COPY
CASH MANAGEMENT
AGREEMENT
Dated as of June 8, 2005
among
CROWN CASTLE TOWERS LLC
CROWN CASTLE SOUTH LLC
CROWN COMMUNICATION INC.
CROWN CASTLE PT INC.
CROWN COMMUNICATION NEW YORK, INC.
CROWN CASTLE INTERNATIONAL CORP. DE PUERTO
RICO
as Issuers,
CROWN CASTLE GT HOLDING SUB LLC
CROWN CASTLE ATLANTIC LLC
as Members of Crown Castle GT Company
LLC
and Crown Atlantic Company LLC,
respectively,
JPMORGAN CHASE BANK, N.A.
as Indenture Trustee
and
CROWN CASTLE USA INC.
as Manager
CASH MANAGEMENT
AGREEMENT
CASH MANAGEMENT AGREEMENT (this
“ Agreement ”), dated as of June 8, 2005, among
CROWN CASTLE TOWERS LLC, a Delaware limited liability company (the
“ Issuer Entity ”), CROWN CASTLE SOUTH LLC, a
Delaware limited liability company, CROWN COMMUNICATION INC., a
Delaware corporation, CROWN CASTLE PT INC., a Delaware corporation,
CROWN COMMUNICATION NEW YORK, INC., a Delaware corporation, CROWN
CASTLE INTERNATIONAL CORP. DE PUERTO RICO, a Puerto Rico
corporation (collectively, together with the Issuer Entity, the
“ Issuers ”), CROWN CASTLE GT HOLDING SUB LLC, a
Delaware limited liability company, CROWN CASTLE ATLANTIC LLC, a
Delaware limited liability company (together with Crown Castle GT
Holding Sub LLC, the “ Members ”), JPMORGAN
CHASE BANK, N.A., a national banking association (“
Indenture Trustee ”), and CROWN CASTLE USA INC., a
Delaware corporation (“ Manager ”).
W I T N E S S E T H
:
WHEREAS, pursuant to a certain
Indenture, dated as of the date hereof (together with all
modifications, substitutions and amendments thereof, the
“Indenture”), between the Issuers and the Indenture
Trustee, the Issuers have issued Senior Secured Tower Revenue Notes
in principal amount of $1,900,000,000 (the
“Notes”);
WHEREAS, the Notes are secured by
the Collateral;
WHEREAS, pursuant to the Indenture,
the Issuers have granted to the Indenture Trustee a security
interest in all of the Issuers’ right, title and interest in,
to and under the Receipts (as defined in the Indenture), and have
assigned and conveyed to the Indenture Trustee all of the
Issuers’ right, title and interest in, to and under the
Receipts (as defined in the Indenture) due and to become due to the
Issuers or to which the Issuers are now or may hereafter become
entitled, arising out of the Tower Sites or any part or parts
thereof;
WHEREAS, the Asset Entities and
Manager have entered into a Management Agreement with respect to
the Tower Sites, dated as of the date hereof, pursuant to which
Manager has agreed to manage the Tower Sites;
WHEREAS, in order to fulfill all of
the Issuers’ obligations under the Indenture, the Issuers and
Manager have agreed that all Receipts will be deposited directly
into Lock Box Accounts established by the Issuers, and transferred
to a Collection Account established under the Indenture by the
Issuers, and the Issuer Entity has agreed to cause the Members to
pay all distributions made by Crown Atlantic and Crown GT to the
Indenture Trustee for deposit in the Collection Account. All funds
deposited in the Collection Account will be allocated and/or
disbursed in accordance with the terms and conditions hereof and of
the Indenture.
NOW, THEREFORE, in consideration of
the covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Indenture.
As used herein, the following terms shall have the following
definitions:
“ Account Control
Agreement ” shall mean an account control agreement
executed by any Issuer for the benefit of the Indenture Trustee
with respect to a Lock Box Account.
“ Advance Interest
” shall have the meaning ascribed to it in the Servicing
Agreement.
“ Advance Rents Reserve
Deposit ” means, collectively, the Annual Advance Rents
Reserve Deposit, the Semi-Annual Advance Rents Reserve Deposit and
the Quarterly Advance Rents Reserve Deposit.
“ Agreement ”
means this Cash Management Agreement among the Issuers, the
Manager, the Members and the Indenture Trustee, as amended,
supplemented or otherwise modified from time to time.
“ Annual Advance Rents
Reserve Deposit ” means eleven-twelfths (11/12
ths
) of the amount of Rent
paid pursuant to Space Licenses which require that annual Rent due
thereunder be paid in advance in each calendar year;
provided , however , if Rents which are required to
be delivered as Annual Advance Rents Reserve Deposits are received
late, appropriate adjustments shall be made taking into
consideration amounts which, but for such late payment of Rent,
would have previously been distributed from the Advance Rents
Reserve Sub-Account had such Rents not been paid late.
“ Collateral ” as
defined in Section 5.01.
“ Extraordinary
Expenses ” means any extraordinary Operating Expense or
Capital Expenditure not set forth in the Operating Budget then in
effect for the Tower Sites.
“ Extraordinary
Receipts ” means any receipts of the Asset Entities not
included within the definition of Operating Revenues under the
Indenture, including, without limitation, receipts from litigation
proceedings and tax certiorari proceedings.
“ Issuer Entity ”
shall have the meaning ascribed to it in the preamble
hereto.
“ Issuers ” shall
have the meaning ascribed to it in the preamble hereto.
“ Manager ” means
Crown Castle USA Inc., a Delaware corporation, together with its
successors and permissible assigns.
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“ Manager Report
” shall have the meaning ascribed to it in the Management
Agreement.
“ Members ” shall
have the meaning ascribed to it in the preamble hereto.
“ Monthly Debt Service
Payment Amount ” means the monthly payment of interest on
the Notes required on each Payment Date during the term of the
Notes (excluding Post-ARD Additional Interest).
“ Monthly Impositions and
Insurance Amount ” means the aggregate monthly deposit
for the Impositions and Insurance Premiums required pursuant to
Section 4.03 of the Indenture.
“ Permitted Investments
” means any one or more of the following obligations or
securities acquired at a purchase price of not greater than par
(unless the Issuers deposit into the applicable Sub-Account cash in
the amount by which the purchase price exceeds par), including
those issued by any Servicer or any of its Affiliates, payable on
demand or having a maturity date not later than the Business Day
immediately prior to the date on which the invested sums are
required for payment of an obligation for which the related
Sub-Account was created and meeting one of the appropriate
standards set forth below:
(i) obligations of, or obligations
fully guaranteed as to payment of principal and interest by, the
United States or any agency or instrumentality thereof, provided
such obligations are backed by the full faith and credit of the
United States of America including, without limitation, obligations
of: the U.S. Treasury (all direct or fully guaranteed obligations),
the Farmers Home Administration (certificates of beneficial
ownership), the General Services Administration (participation
certificates), the U.S. Maritime Administration (guaranteed Title
XI financing), the Small Business Administration (guaranteed
participation certificates and guaranteed pool certificates), the
U.S. Department of Housing and Urban Development (local authority
bonds) and the Washington Metropolitan Area Transit Authority
(guaranteed transit bonds); provided , however , that
the investments described in this clause (i) must (A) have a
predetermined fixed dollar amount of principal due at maturity that
cannot vary or change, (B) if rated by S&P, not have an
“r” highlighter affixed to their rating, (C) if such
investments have a variable rate of interest, have an interest rate
tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (D) not be
subject to liquidation prior to their maturity;
(ii) Federal Housing Administration
debentures;
(iii) obligations of the following
United States government sponsored agencies: Federal Home Loan
Mortgage Corp. (debt obligations), the Farm Credit System
(consolidated systemwide bonds and notes), the Federal Home Loan
Banks (consolidated debt obligations), the Federal National
Mortgage Association (debt obligations), the Student Loan Marketing
Association (debt
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obligations), the Financing Corp.
(debt obligations), and the Resolution Funding Corp. (debt
obligations); provided , however , that the
investments described in this clause (iii) must (A) have a
predetermined fixed dollar amount of principal due at maturity that
cannot vary or change, (B) if rated by S&P, not have an
“r” highlighter affixed to their rating, (C) if such
investments have a variable rate of interest, have an interest rate
tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (D) not be
subject to liquidation prior to their maturity;
(iv) federal funds, unsecured
certificates of deposit, time deposits, bankers’ acceptances
and repurchase agreements with maturities of not more than 365 days
of any bank, the short term obligations of which at all times are
rated in the highest short term rating category by each Rating
Agency (or, if not rated by all Rating Agencies, rated by at least
one Rating Agency in the highest short term rating category and
otherwise acceptable to each other Rating Agency, as confirmed in
writing that such investment would not, in and of itself, result in
a downgrade, qualification or withdrawal of the initial or, if
higher, then current ratings assigned to any class of Notes;
provided , however , that the investments described
in this clause (iv) must (A) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change, (B)
if rated by S&P, not have an “r” highlighter
affixed to their rating, (C) if such investments have a variable
rate of interest, have an interest rate tied to a single interest
rate index plus a fixed spread (if any) and must move
proportionately with that index, and (D) not be subject to
liquidation prior to their maturity;
(v) trust funds, trust accounts, or
interest-bearing demand or time deposits (including certificates of
deposit) which are held in banks rated at least “A’
category by S&P or Moody’s;
(vi) fully Federal Deposit Insurance
Corporation-insured demand and time deposits in, or certificates of
deposit of, or bankers’ acceptances issued by, any bank or
trust company, savings and loan association or savings bank, the
short term obligations of which at all times are rated in the
highest short term rating category by each Rating Agency (or, if
not rated by all Rating Agencies, rated by at least one Rating
Agency in the highest short term rating category and otherwise
acceptable to each other Rating Agency, as confirmed in writing
that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the initial or, if
higher, then current ratings assigned to any class of Notes);
provided , however , that the investments described
in this clause (v) must (A) have a predetermined fixed dollar of
principal due at maturity that cannot vary or change, (B) if rated
by S&P, not have an “r” highlighter affixed to
their rating, (C) if such investments have a variable rate of
interest, have an interest rate tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately
with that index, and (D) not be subject to liquidation prior to
their maturity;
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(vii) debt obligations with
maturities of not more than 365 days and at all times rated by each
Rating Agency (or, if not rated by all Rating Agencies, rated by at
least one Rating Agency and otherwise acceptable to each other
Rating Agency, as confirmed in writing that such investments would
not, in and of itself, result in a downgrade, qualification or
withdrawal of the initial or, if higher, then current ratings
assigned to the Notes) in its highest long-term unsecured debt
rating category; provided , however , that the
investments described in this clause (vi) must (A) have a
predetermined fixed dollar amount of principal due at maturity that
cannot vary or change, (B) if rated by S&P, not have an
“r” highlighter affixed to their rating, (C) if such
investments have a variable rate of interest, have an interest rate
tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (D) not be
subject to liquidation prior to their maturity;
(viii) commercial paper (including
both non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) with maturities of not
more than 365 days and that at all times is rated by each Rating
Agency (or, if not rated by all Rating Agencies, rated by at least
one Rating Agency and otherwise acceptable to each other Rating
Agency, as confirmed in writing that such investment would not, in
and of itself, result in a downgrade, qualification or withdrawal
of the initial or, if higher, then current ratings assigned to any
class of Notes) in its highest short-term unsecured debt rating;
provided , however , that the investments described
in this clause (vii) must (A) have a predetermined fixed dollar
amount of principal due at maturity that cannot vary or change, (B)
if rated by S&P, not have an “r” highlighter
affixed to their rating, (C) if such investments have a variable
rate of interest, have an interest rate tied to a single interest
rate index plus a fixed spread (if any) and must move
proportionately with that index, and (D) not be subject to
liquidation prior to their maturity;
(ix) units of taxable money market
funds or mutual funds—including, without limitation, the
JPMorgan Funds or any other mutual fund for which the Indenture
Trustee, or any Affiliate of the Indenture Trustee, serves as
investment manager, administrator, shareholder servicing agent,
and/or custodian or subcustodian, notwithstanding that (i) the
Indenture Trustee or an Affiliate of the Indenture Trustee receives
fees from such funds for services rendered, (ii) the Indenture
Trustee charges and collects fees for services rendered pursuant to
the Indenture, which fees are separate from the fees received from
such funds and (iii) services performed for such funds and pursuant
to this Agreement and the Indenture may at times duplicate those
provided to such funds by the Indenture Trustee or its
Affiliates—which funds are regulated investment companies,
seek to maintain a constant net asset value per share and have the
highest rating from each Rating Agency (or, if not rated by all
Rating Agencies, rated by at least one Rating Agency and otherwise
acceptable to each other Rating Agency, as confirmed in writing
that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the initial or, if
higher, then current ratings assigned to any class of Notes) for
money market funds or mutual funds; and
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(x) any other security, obligation
or investment which has been approved as a Permitted Investment in
writing by (a) Indenture Trustee and (b) each Rating Agency, as
evidenced by a written confirmation that the designation of such
security, obligation or investment as a Permitted Investment will
not, in and of itself, result in a downgrade, qualification or
withdrawal of the initial or, if higher, then current ratings
assigned to any class of Notes by such Rating Agency;
provided , however , that such instrument
continues to qualify as a “cash flow investment”
pursuant to Code Section 860G(a)(6) earning a passive return in the
nature of interest and no obligation or security shall be a
Permitted Investment if (A) such obligation or security evidences a
right to receive only interest payments or (B) the right to receive
principal and interest payments on such obligation or security are
derived from an underlying investment that provides a yield to
maturity in excess of 120% of the yield to maturity at par of such
underlying investment; and provided , further , no
obligation or security, other than an obligation or security
constituting real estate assets, cash, cash items or Government
securities pursuant to Code Section 856(c)(4)(A), shall be a
Permitted Investment if the value of such obligation or security
exceeds ten percent (10%) of the total value of the outstanding
securities of any one issuer.
“ Quarterly Advance Rents
Reserve Deposit ” means two-thirds (2/3
rds
) of the amount of Rent
due and paid pursuant to Space Licenses which require that
quarterly Rent due thereunder be paid in advance; provided ,
however , if Rents which are required to be delivered as
Quarterly Advance Rents Reserve Deposits are received late,
appropriate adjustments shall be made taking into consideration
amounts which, but for such late payment of Rent, would have
previously been distributed from the Advance Rents Reserve
Sub-Account had such Rents not been paid late.
“ Semi-Annual Advance Rents
Reserve Deposit ” means five-sixths (5/6
ths
) of the amount of Rent
due and paid pursuant to Space Licenses which require that
semi-annual Rent due thereunder be paid in advance; provided,
however, if Rents which are required to be delivered as Semi-Annual
Advance Rents Reserve Deposits are received late, appropriate
adjustments shall be made taking into consideration amounts which,
but for such late payment of Rent, would have previously been
distributed from the Advance Rents Reserve Sub-Account had such
Rents not been paid late.
“ Tenant Direction
Letter ” shall have the meaning ascribed to it in Section
2.02(a).
“ UCC ” shall
have the meaning ascribed to it in Section 5.01(a)(iv).
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ARTICLE II
THE ACCOUNTS AND
SUB-ACCOUNTS
Section 2.01 Reserved
.
Section 2.02 Deposits into
Accounts . The Issuers and the Manager represent, warrant and
covenant that:
(a) The Asset Entities have notified
and directed substantially all (and shall direct any tenants they
are or become aware have not been so directed) Tenants under the
Space Licenses to send directly to the Lock Box Accounts (in the
case of Asset Entities which are Issuers) or to existing lock box
accounts (in the case of Asset Entities which are not Issuers) all
payments of Receipts and shall not revoke, modify or cancel such
directions or cause or direct any Tenant or other Person to pay any
Receipts in any other manner). Pursuant to the Account Control
Agreements, all available funds on deposit in the Lock Box Accounts
shall be transferred to the Indenture Trustee and deposited into
the Collection Account on each Business Day. The Indenture Trustee
may make withdrawals from the Collection Account in accordance with
Section 3.03 of the Indenture. The Issuer Entity and the Members
shall cause the Asset Entities that are not Issuers to make monthly
distributions into the Collection Account no later than the last
Business Day of each month and as otherwise permitted by the
operating agreements of such Asset Entities.
(b) If, notwithstanding the
provisions of this Section 2.02, the Asset Entities which are
Issuers or the Manager receives any Receipts from any Tower Site,
or any Extraordinary Receipts, such Asset Entities or the Manager
shall deposit such amounts in the applicable Lock Box Account
within two (2) Business Days of receipt. Provided no Event of
Default has occurred and is then continuing, and except as
otherwise set forth in the Indenture, Extraordinary Receipts shall
be held and applied as “Rents” in accordance with
Article V of the Indenture when and as received.
(c) Prior to the end of each
Collection Period, the Issuer Entity (or the Manager on its behalf)
shall instruct the Indenture Trustee to deposit the Advance Rents
Reserve Deposits received in the Collection Account during each
such Collection Period into the Advance Rents Reserve Sub-Account.
All such deposits into the Advance Rents Reserve Sub-Account shall
be reflected in the Manager Re
