CASH MANAGEMENT AGREEMENT

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 Report for the applicable Collection Period.

 

Section 2.03 Account Name. The Collection Account and Sub-Accounts shall each be in the name of the Indenture Trustee; provided, however, that in the event Indenture Trustee resigns or is replaced pursuant to the terms of the Indenture, the Indenture Trustee shall (with respect to the Accounts other than the Lock Box Accounts), and the Collection Account Bank (with respect to the Collection Account) shall change the name of each Account to the name of the successor indenture trustee.

 

Section 2.04 Eligible Accounts/Characterization of Accounts. Each Account shall be an Eligible Account. Each Account (other than the Lock Box Accounts, each of which shall be a non-interest bearing demand deposit account) is and shall be treated as a “securities

 

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