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Exhibit 10.2
EXECUTION VERSION
JOINDER TO CASH MANAGEMENT AGREEMENT
Dated as of November 29,
2006
among
CROWN CASTLE TOWERS LLC AND
THE SUBSIDIARIES THEREOF LISTED ON THE SIGNATURE
PAGES,
collectively, 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,
THE BANK OF NEW YORK
as successor to JPMorgan Chase Bank, N.A.
as Indenture Trustee
and
CROWN CASTLE USA INC.
as Manager
JOINDER TO CASH MANAGEMENT
AGREEMENT
This JOINDER TO CASH MANAGEMENT AGREEMENT, dated as of November
29, 2006 (this "Agreement"), 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 "Initial Issuers"), CROWN CASTLE TOWERS 05 LLC,
a Delaware limited liability company ("Crown 05"), CROWN CASTLE PR
LLC, a Puerto Rico limited liability company ("Crown PR LLC"),
CROWN CASTLE MU LLC, a Delaware limited liability company ("Crown
MU"), CROWN CASTLE MUPA LLC, a Delaware limited liability company
("Crown MUPA" and, together with Crown 05, Crown PR LLC and Crown
MU, the "Additional Issuers", and, together with the Initial
Issuers, 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"), THE BANK OF NEW YORK (as successor
to JPMorgan Chase Bank, N.A.), a New York banking corporation, as
indenture trustee and not in its individual capacity (the
"Indenture Trustee"), and CROWN CASTLE USA INC., a Pennsylvania
corporation (the "Manager").
W I T
N E S S
E T H :
WHEREAS, the Initial Issuers, the Members, the Indenture Trustee
and the Manager are parties to that certain Cash Management
Agreement dated as of June 8, 2005 (the "Cash Management
Agreement");
WHEREAS, the Initial Issuers and the Indenture Trustee are
parties to that certain Indenture dated as of June 1, 2005, as
amended, supplemented and modified prior to the date hereof (the
"Indenture");
WHEREAS, the Initial Issuers, the Additional Issuers and the
Indenture Trustee have entered into an Indenture Supplement (the
"Indenture Supplement"), dated as of the date hereof, in order to
issue Additional Notes (as defined in the Indenture) pursuant to
the terms of Section 2.12 of the Indenture and to designate
the Additional Issuers as Issuers; and
WHEREAS, pursuant to Section 4.02 of the Indenture
Supplement, it is a condition precedent to the Additional Issuers
becoming Issuers under the Indenture and the issuance of the
Additional Notes thereunder that the Additional Issuers become
parties to the Cash Management Agreement;
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 Initial Issuers, the Members,
the Indenture Trustee and the Manager hereby agree with the
Additional Issuers as follows:
Section 1. Defined Terms .
Capitalized terms used in this Agreement but not defined herein
shall have the respective meanings ascribed to them in the Cash
Management Agreement.
Section 2. Agreement .
(a) Each Additional Issuer hereby agrees to all of the
provisions of the Cash Management Agreement and, upon the execution
and delivery of this Agreement by such Additional Issuer, such
Additional Issuer shall be jointly and severally liable under the
Cash Management Agreement as an Issuer, shall be entitled to all of
the respectiv
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