CASH MANAGEMENT AGREEMENT

Exhibit 10.2

CONFORMED COPY

CASH MANAGEMENT AGREEMENT

Dated as of July 31, 2009

among

PINNACLE TOWERS ACQUISITION HOLDINGS LLC

PINNACLE TOWERS ACQUISITION LLC

GS SAVINGS INC.

GOLDENSTATE TOWERS, LLC

TOWER VENTURES III, LLC

TVHT, LLC

as Issuers,

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Indenture Trustee and as Central Account Bank,

and

CROWN CASTLE USA INC.,

as Manager

CASH MANAGEMENT AGREEMENT

CASH MANAGEMENT AGREEMENT (this “ Agreement ”), dated as of July 31, 2009, among the Issuers signatory hereto (together with the direct and indirect subsidiaries of such Issuers, if any, collectively, the “ Issuers ”), THE BANK OF NEW YORK MELLON TRUST COMPANY , N.A., a national banking association, as indenture trustee (in such capacity, the “ Indenture Trustee ”) and as bank (in such capacity, the “ Central Account Bank ”), and CROWN CASTLE USA INC., a Pennsylvania corporation (the “ Manager ”). This Agreement replaces the Cash Management Agreement, dated as of December 7, 2004, by and among each of the entities listed on the signature pages thereto under the heading “Borrowers”, Towers Finco III LLC, LaSalle Bank National Association and Global Signal Services LLC.

W I T N E S S E T H :

WHEREAS, pursuant to that certain indenture by and among the Issuers, the Guarantor and the Indenture Trustee dated as of the date of this Agreement (together with all amendments and supplements thereto, the “ Indenture ”) the Issuers issued Notes upon the terms and subject to the conditions set forth therein (the “ Notes ”);

WHEREAS the Notes are secured by, among other things, (i) the pledge of certain equity interests of the Issuers set forth in the Pledge and Security Agreement (as defined in the Indenture), (ii) the pledge of certain accounts and reserves of the Issuers set forth in the Indenture and (iii) the pledge of certain personal property of the Issuers set forth in the Security Agreement (as defined in the Indenture) (such pledges and all extensions, renewals, modifications, substitutions and amendments thereof, collectively, the “ Security Instruments ”), in favor of the Indenture Trustee for the benefit of Noteholders and the other Secured Parties (as defined in the Pledge Agreement);

WHEREAS, pursuant to the Security Instruments, 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), 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 Issuers and the Manager have entered into a Management Agreement with respect to the Tower Sites, dated as of the date hereof, pursuant to which the Manager has agreed to manage the Tower Sites;

WHEREAS, in order to fulfill all of the Issuers’ obligations under the Indenture, the Issuers and the Manager have agreed that all Receipts will be deposited directly into a Lock Box Account (as defined in the Indenture) established by the Issuers, transferred to the Central Account (as defined in the Indenture) established under the Indenture by the Issuers with the Indenture Trustee and 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:

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:

“ 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 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 due and paid pursuant to Leases which require that annual Rent due thereunder be paid in advance during the month of January 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 ” shall have the meaning ascribed to it in Section 5.1.

“ Deposit Account Control Agreement ” shall mean a deposit account control agreement executed by the Issuers for benefit of the Indenture Trustee with respect to the Lock Box Account.

“ Extraordinary Receipts ” means any receipts of the Issuers not included within the definition of Operating Revenues under the Indenture, including, without limitation, receipts from litigation proceedings and tax certiorari proceedings.

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“ Manager Report ” shall have the meaning ascribed to it in the Management Agreement.

“ 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, the trustee for any financing of Crown International or any of its Subsidiaries or any of their respective 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 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

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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) 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 a “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;

(vi) 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,

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qualification or withdrawal of the initial or, if higher, then current ratings assigned to any class of 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;

(vii) 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 a “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) units of taxable money market funds or mutual funds, 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

(ix) any other security, obligation or investment which has been approved as a Permitted Investment in writing by 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;

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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 Leases which require that quarterly Rent due thereunder be paid in advance during the first (1 ^st ) month of each calendar quarter (i.e., January, April, July and October); 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.

“ Securities Accounts ” means, collectively, the Central Account and the Sub-Accounts.

“ Semi-Annual Advance Rents Reserve Deposit ” means five-sixths (5/6 ^ths ) of the amount of Rent due and paid pursuant to Leases 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.

“ Sub-Accounts ” means, collectively, the Impositions and Insurance Reserve Sub-Account, the Cash Trap Reserve Sub-Account, the Advance Rents Reserve Sub-Account, the Loss Proceeds Reserve Sub-Account and any other sub-accounts of the Central Account which may hereafter be established by the Indenture Trustee hereunder.

“ Tenant Direction Letter ” shall have the meaning ascribed to it in Section 2.2(a).

“ Third-Party Receipts ” means any sums deposited into the Central Account which represent funds delivered to the Issuers or the Manager on account of any Person other than the Issuers, which sums are required to be paid, or reimbursed, to any such Person by the Issuers or the Manager, and for which the Issuers have delivered documentation reasonably satisfactory to the Indenture Trustee establishing the amounts of such Third-Party Receipts.

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“ UCC ” shall have the meaning ascribed to it Section 5.1(a)(iv).

II. THE ACCOUNTS AND SUB-ACCOUNTS

Section 2.1. Establishment of the Accounts . The Accounts governed by this Agreement have been established at the Central Account Bank pursuant to Article III of the Indenture. On the Closing Date, the Indenture Trustee shall deliver notice to the Lock Box Bank in accordance with Section 2 of the Deposit Account Control Agreement of the Indenture Trustee’s exercise of control of the Lock Box Account.

Section 2.2. Deposits into Accounts . The Issuers and the Manager represent, warrant and covenant that:

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Section 2.3. Account Name . The Securities Accounts shall each be in the name of the Indenture Trustee, as secured party; provided , however , that in the event the Indenture Trustee resigns or is replaced pursuant to the terms of the Indenture, the Central Account Bank shall change the name of each Securities Account to the name of the successor or assignee. The Lock Box Account shall be in the name of the Issuers, provided, however , that in the event the Indenture Trustee resigns or is removed in accordance with Section 11.07 of the Indenture, the Indenture Trustee shall notify Lock Box Bank, and the Issuers and Lock Box Bank will enter into a deposit account control agreement with successor or assignee, as secured party. The account number of each Account as of the Closing Date is set forth on Schedule I hereto.

Section 2.4. Eligible Accounts/Characterization of Accounts . Each Account shall be an Eligible Account. Each Securities Account is and shall be treated as a “securities account” as such term is defined in Section 8-501(a) of the UCC. The Indenture Trustee hereby agrees that each item of property (whether investment property, financial asset, securities, securities entitlement, instrument, cash or other property) credited to each Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. All securities or other property underlying any financial assets credited to each Account (other than cash) shall be registered in the name of the Indenture Trustee, endorsed to the Indenture Trustee or in blank or credited to another securities account maintained in the name of the Indenture Trustee and in no case will any financial asset credited to any Account be registered in the name of the Issuers or the Manager, payable to the order of the Issuers or the Manager or specially endorsed to the Issuers or the Manager.

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Section 2.5. Permitted Investments . Sums on deposit in the Securities Accounts shall be invested in Permitted Investments. Except during the existence and continuance of any Event of Default, the Manager shall have the right to direct the Indenture Trustee to invest sums on deposit in the Securities Accounts in Permitted Investments; provided , however , in no event shall the Manager direct the Indenture Trustee to make a Permitted Investment if the maturity date of that Permitted Investment is later than the date on which the invested sums are required for payment of an obligation for which the Account was created. After an Event of Default and during the continuance thereof, the Indenture Trustee may invest sums on deposit in the Securities Accounts in Permitted Investments. The Issuers hereby irrevocably authorize the Indenture Trustee to apply any interest or income earned from Permitted Investments to the Central Account for payment in accordance with the priorities set forth in Section 5.01(a) of the Indenture. The amount of actual losses sustained on a liquidation of a Permitted Investment shall be deposited into the Central Account by the Issuers no later than three (3) Business Days following such liquidation. The Issuers shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. Any interest, dividends or other earnings which may accrue on the Securities Accounts shall be added to the balance in the applicable Account and allocated and/or disbursed in accordance with the terms hereof.

Section 2.6. Third-Party Receipts . Sums on deposit in the Central Account representing Third-Party Receipts shall be released to the Issuers upon receipt. The Issuers covenant that all Third-Party Receipts released to the Issuers shall be paid to the Person or Persons to which such Third-Party Receipts are due not later than ten (10) Business Days after receipt thereof. Within thirty (30) days of the written