JOINDER AND AMENDMENT TO MANAGEMENT AGREEMENT Dated as of November 29, 2006 among CROWN CASTLE TOWERS LLC AND THE SUBSIDIARIES THEREOF LISTED ON THE SIGNATURE PAGES,
Exhibit 10.1
EXECUTION VERSION
JOINDER AND AMENDMENT TO
MANAGEMENT AGREEMENT
Dated as of November 29, 2006
among
CROWN CASTLE TOWERS LLC AND
THE SUBSIDIARIES THEREOF LISTED ON THE SIGNATURE PAGES,
collectively, as Owners,
CROWN CASTLE GT HOLDING SUB LLC
CROWN CASTLE ATLANTIC LLC
as Members of Crown Castle GT Company LLC
and Crown Atlantic Company LLC, respectively,
and
CROWN CASTLE USA INC.
as Manager
JOINDER AND AMENDMENT TO MANAGEMENT AGREEMENT
This JOINDER AND AMENDMENT TO 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 Owners), 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 Owners, and, together with the Initial Owners, the Owners), 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), and CROWN CASTLE USA INC., a Delaware corporation (the Manager).
W I T N E S S E T H:
WHEREAS, the Initial Owners, the Members and the Manager are parties to a Management Agreement, dated as of June 8, 2005, as amended, supplemented and modified prior to the date hereof (the Management Agreement);
WHEREAS, the Owners and the Manager have determined that it is in their best interests to authorize and approve a proposed amendment to a provision of the Management Agreement;
WHEREAS, Section 23(a) of the Management Agreement provides that the Owners and the Manager may, pursuant to an amendment in writing executed and delivered by all parties thereto, amend the Management Agreement; provided that a Rating Agency Confirmation and the consent of the Servicer and 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) are also obtained;
WHEREAS, the Initial Owners 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); and
WHEREAS, the Owners, the Members 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 pursuant to the terms of the Indenture and to designate the Additional Owners as Issuers;
EXECUTION VERSION
WHEREAS, pursuant to Section 4.02 of the Indenture Supplement, it is a condition precedent to the Additional Owners becoming Issuers under the Indenture and the issuance of the Additional Notes thereunder that the Additional Owners become parties to the Management Agreement;
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, 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 Management Agreement, as the case may be.
Section 2. Agreement.
(a) Each Additional Owner hereby agrees to all of the provisions of the Management Agreement and, upon the execution and delivery of this Agreement by such Additional Owner, such Additional Owner shall be jointly and severally liable under the Management Agreement as an Owner, shall be entitled to all of the respective rights and privileges, and subject to all of the respective duties and obligations of an Owner under the Management Agreement and shall perform in accordance with their terms all of the obligations which by the terms of the Management Agreement are required to be performed by it as an Owner.
(b) Each Additional Owner hereby represents and warrants to the Manager that, as to itself, each of the representations and warranties set forth in the Management Agreement is true as of the date hereof.
Section 3. Ratification of Agreement.
Except as modified and expressly amended by this Agreement, the Management Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. The execution of this Agreement shall in no manner constitute a waiver or extinguishment of any rights of Manager under the Management Agreement and all such rights are hereby reserved.
Section 4. Amendment to Section 10.
The first sentence of Section 10 of the Management Agreement is hereby amended to read in its entirety as set forth below:
In consideration of the Managers agreement to perform the Services described herein, during the Term hereof, the Owners hereby jointly and severally agree to pay to the Manager a fee (the Management Fee), on each Payment Date, equal to 7.5% of the Operating Revenues for the immediately preceding calendar month, unless a replacement Manager is appointed and such replacement is not an affiliate of Crown International, in which case the Management Fee will be such amount not to exceed 10% that is agreed to by the replacement Manager.
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EXECUTION VERSION
Section 5. Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
Section 6. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE INITIAL OWNERS AND EACH OF THE ADDITIONAL OWNERS IRREVOCABLY SUBMITS 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 AGREEMENT OR THE MANAGEMENT AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.
Manager: | CROWN CASTLE USA INC. | |||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
Initial Owners: | CROWN CASTLE TOWERS LLC | |||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
CROWN CASTLE SOUTH LLC | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
CROWN COMMUNICATION INC. | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
CROWN CASTLE PT INC. | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President |
EXECUTION VERSION
CROWN COMMUNICATION NEW YORK, INC. | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
CROWN CASTLE INTERNATIONAL CORP. DE PUERTO RICO | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
Additional Owners: | CROWN CASTLE TOWERS 05 LLC | |||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
CROWN CASTLE PR LLC | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
CROWN CASTLE MU LLC | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President |
EXECUTION VERSION
CROWN CASTLE MUPA LLC | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
Members: | CROWN CASTLE GT HOLDING SUB LLC | |||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
CROWN CASTLE ATLANTIC LLC | ||||
By: | /s/ Jay A. Brown | |||
Name: | Jay A. Brown | |||
Title: | Vice President | |||
Accepted By: | ||||
Servicer: | ||||
MIDLAND LOAN SERVICES, INC. | ||||
By: | /s/ Lawrence D. Ashley | |||
Name: | Lawrence D. Ashley | |||
Title: | Senior Vice President |
EXECUTION VERSION
Indenture Trustee: | ||
THE BANK OF NEW YORK, as successor to JPMorgan Chase Bank, N.A., a New York banking corporation | ||
By: | /s/ Pei Huang | |
Name: | Pei Huang | |
Title: | Assistant Vice President |