INDENTURE SUPPLEMENT between CROWN CASTLE TOWERS LLC CROWN CASTLE SOUTH LLC CROWN COMMUNICATION LLC CROWN CASTLE PT INC. CROWN COMMUNICATION NEW YORK, INC. CROWN CASTLE INTERNATIONAL CORP. DE PUERTO RICO CROWN CASTLE TOWERS 05 LLC CROWN CASTLE PR LLC CROWN CASTLE MU LLC CROWN CASTLE MUPA LLC as Issuers and The Bank of New York Mellon, as successor to The Bank of New York, as successor to JPMorgan Chase Bank, N.A. as Indenture Trustee dated as of June 30, 2014 TABLE OF CONTENTS

INDENTURE SUPPLEMENT

 

between

CROWN CASTLE TOWERS LLC

CROWN CASTLE SOUTH LLC

CROWN COMMUNICATION LLC

CROWN CASTLE PT INC.

CROWN COMMUNICATION NEW YORK, INC.

CROWN CASTLE INTERNATIONAL CORP. DE PUERTO RICO

CROWN CASTLE TOWERS 05 LLC

CROWN CASTLE PR LLC

CROWN CASTLE MU LLC

CROWN CASTLE MUPA LLC

as Issuers

The Bank of New York Mellon,

as successor to

The Bank of New York,

as successor to

JPMorgan Chase Bank, N.A.

as Indenture Trustee

dated as of June 30, 2014

 

 

 

 

 

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ARTICLE I
Definitions
Section 1.01	Definitions.	2
ARTICLE II
REFERENCES TO ASSET ENTITIES, ISSUERS AND ISSUER PARTIES
Section 2.01	Removal of Transferred Asset Entities.	2
ARTICLE III
RELEASE OF COLLATERAL
Section 3.01	Release of Collateral.	3
ARTICLE IV
GENERAL PROVISIONS
Section 4.01	Further Assurances.	3
Section 4.02	Date of Execution.	3
Section 4.03	Governing Law.	3
Section 4.04	Severability.	4
Section 4.05	Counterparts.	4
Section 4.06	Effectiveness.	4
ARTICLE V
Applicability Of Indenture
Section 5.01	Applicability.	4

THIS INDENTURE SUPPLEMENT, dated as of June 30, 2014 (this “Indenture Supplement”), is between CROWN CASTLE TOWERS LLC, a Delaware limited liability company (the “Issuer Entity”), CROWN CASTLE SOUTH LLC, a Delaware limited liability company, CROWN COMMUNICATION LLC, a Delaware limited liability company, CROWN CASTLE PT INC., a Delaware corporation (“Crown PT”), CROWN COMMUNICATION NEW YORK, INC., a Delaware corporation (“Crown NY”), and CROWN CASTLE INTERNATIONAL CORP. DE PUERTO RICO, a Puerto Rico corporation (“Crown PR”) (together with the Issuer Entity, the “Initial Issuers”), CROWN CASTLE TOWERS 05 LLC, a Delaware limited liability company, CROWN CASTLE PR LLC, a Puerto Rico limited liability company, CROWN CASTLE MU LLC, a Delaware limited liability company and CROWN CASTLE MUPA LLC, a Delaware limited liability company (collectively, the “Additional Issuers”, and, together with the Initial Issuers, the “Issuers”), and The Bank of New York Mellon (as successor to 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 (in such capacity, the “Indenture Trustee”). Each of the Issuers, other than the Issuer Entity, is an Asset Entity, as defined in the Indenture (as defined below).

WHEREAS, the Issuers are party to the Indenture, dated as of June 1, 2005 (“Base Indenture”), between the Initial Issuers and the Indenture Trustee, as amended and supplemented by (i) the Series 2005-1 Indenture Supplement, dated as of June 1, 2005, between the Initial Issuers and the Indenture Trustee, (ii) the Series 2005-1 Indenture Supplement, dated as of September 26, 2006, between the Initial Issuers and the Indenture Trustee, (iii) the Series 2006-1 Indenture Supplement, dated as of November 29, 2006, between the Issuers and the Indenture Trustee, (iv) the Series 2010-1, Class C-2015 Indenture Supplement, dated as of January 15, 2010, between the Issuers and the Indenture Trustee, (v) the Series 2010-2, Class C-2017 Indenture Supplement, dated as of January 15, 2010, between the Issuers and the Indenture Trustee, (vi) the Series 2010-3, Class C-2020 Indenture Supplement, dated as of January 15, 2010, between the Issuers and the Indenture Trustee, (vii) the Series 2010-4, Class C-2015 Indenture Supplement, dated as of August 16, 2010, between the Issuers and the Indenture Trustee, (viii) the Series 2010-5, Class C-2017 Indenture Supplement, dated as of August 16, 2010, between the Issuers and the Indenture Trustee, and (ix) the Series 2010-6, Class C-2020 Indenture Supplement, dated as of August 16, 2010, between the Issuers and the Indenture Trustee (the Base Indenture, as so amended and supplemented, the “Indenture”);

WHEREAS, pursuant to the terms of the Indenture, Asset Entities may dispose of Tower Assets and/or the Issuer Entity may dispose of one or more Asset Entities that owns Tower Assets to one or more persons (including affiliates of the Asset Entities) so long as one of the tests enumerated in Section 7.32(b) of the Indenture is satisfied;

WHEREAS, the Issuer Entity intends to dispose of each of Crown PT, Crown PR and Crown NY (each a “Transferred Asset Entity” and, collectively, the “Transferred Asset Entities”) in accordance with the terms of Section 7.32(b) of the Indenture;

 

 

 

WHEREAS, the requirements, including receipt of Rating Agency Confirmation, for such disposition enumerated in Section 7.32(b) of the Indenture have been satisfied;

WHEREAS, upon such disposition by the Issuer Entity of the Transferred Asset Entities, the Transferred Asset Entities shall no longer be Issuers, Asset Entities or Issuer Parties under, and for all purposes of, the Indenture and the Notes;

WHEREAS, upon such disposition by the Issuer Entity of the Transferred Asset Entities in accordance with the terms of the Indenture, all Liens on the Collateral related to the Tower Sites of such Transferred Asset Entities, including all Liens on the equity, membership or ownership interests of such Transferred Asset Entities disposed of by the Issuer Entity, shall be released; and

WHEREAS, the execution and delivery of this Indenture Supplement have been duly authorized and all conditions and requirements necessary to make this Indenture Supplement a valid and binding agreement have been duly performed and complied with.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders, as follows:

                      Section 1.01   Definitions.  All defined terms used herein and not defined herein shall have the meaning ascribed to such terms in the Indenture. All words and phrases defined in the Indenture shall have the same meaning in this Indenture Supplement, except as otherwise appears in this Article.

Additional terms are defined in the body of this Indenture Supplement.

In the event that any term or provision contained herein shall conflict with any term or provision contained in the Indenture, the terms and provisions of this Indenture Supplement shall govern.

                      Section 2.01   Removal of Transferred Asset Entities.  The parties hereto agree that, following the execution and delivery of this Indenture Supplement, and upon the disposition by the Issuer Entity of the Transferred Asset Entities, the Transferred Asset Entities shall no longer be parties to, or obligors under, the Indenture and the Notes, and references in the Indenture to “Asset Entities”, “Issuers” or “Issuer Parties” (or similar forms thereof) shall thereafter refer to the Asset Entities, Issuers or Issuer Parties (or similar forms thereof) other than the Transferred Asset Entities.

 

 

 

 

Section 3.01   Release of Collateral.

(a)           Upon the disposition by the Issuer Entity of the Transferred Asset Entities in accordance with the terms of the Indenture, all Liens on the Collateral related to the Tower Sites of such Transferred Asset Entities, including all Liens on the equity, membership or ownership interests of such Transferred Asset Entities disposed of by the Issuer Entity (the “Transferred Asset Entity Collateral”), shall be released.

(b)           The Indenture Trustee hereby agrees that at the written request of the respective Transferred Asset Entity, and at the reasonable cost and expense of such Transferred Asset Entity, the Indenture Trustee shall promptly execute such additional instruments, documents or agreements as are reasonably necessary or desirable to terminate, discharge and remove the security interests and assignment related to the Transferred Asset Entities and the Transferred Asset Entity Collateral (including removing of record any documents constituting public notice thereof).

                      Section 4.01   Further Assurances.  Each party to this Supplemental Indenture shall execute and deliver such further instruments, documents and agreements and shall take such other reasonable actions as may be necessary, proper or advisable to carry out the purposes and intent of this Agreement and the transactions contemplated by this Supplemental Indenture.

                      Section 4.02   Date of Execution.  This Indenture Supplement for convenience and for the purpose of reference is dated as of June 30, 2014.

                      Section 4.03   Governing Law.  THIS INDENTURE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY OF ITS PRINCIPLES OF CONFLICTS OF LAWS WHICH WOULD INVOKE THE SUBSTANTIVE LAW OF A DIFFERENT JURISDICTION) AS TO ALL MATTERS, INCLUDING WITHOUT LIMITATION, MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDIES. THE ISSUERS IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE COURT OR UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR IN RELATION TO THIS INDENTURE SUPPLEMENT.

 

 

 

                      Section 4.04   Severability.  In case any provision in this Indenture Supplement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

                      Section 4.05   Counterparts.  This Indenture Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument.

                      Section 4.06   Effectiveness.  The provisions of Article II and Article III of this Indenture Supplement shall become operative and effective upon the disposition by the Issuer Entity of the Transferred Asset Entities.

                      Section 5.01   Applicability.  The provisions of the Indenture are hereby ratified, approved and confirmed, except as otherwise expressly modified by this Indenture Supplement. The representations, warranties and covenants contained in the Indenture (except as expressly modified herein or as otherwise modified in context by the provisions of this Indenture Supplement) are hereby reaffirmed with the same force and effect as if fully set forth herein and made again as of the date hereof.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the Issuers and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written.

 

 

	CROWN CASTLE TOWERS LLC, as Issuer
	By:	/s/ Jay A. Brown
		Name:	Jay A. Brown
		Title:	Senior Vice President, Chief Financial Officer and Treasurer