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Title:

Stockholders Agreement

Entities:

Crown Castle International Corp.; Global Signal Inc.; Cravath, Swaine & Moore LLP; Fried, Frank, Harris, Shriver & Jacobson

Date:

2006

Size:

Preview shows 31KB of 106KB total

Price:

$49

ID:

#2559430

 

 

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STOCKHOLDERS AGREEMENT

BY AND AMONG

CROWN CASTLE INTERNATIONAL CORP.

AND

THE STOCKHOLDERS NAMED ON THE SIGNATURE PAGES HEREIN

DATED AS OF OCTOBER 5, 2006


TABLE OF CONTENTS

 

           Page
ARTICLE I
DEFINITIONS
ARTICLE II
REGISTRATION RIGHTS

Section 2.1

   Shelf Registration    7

Section 2.2

   Demand Registration    10

Section 2.3

   Offering Demands    11

Section 2.4

   Piggyback Registrations    13

Section 2.5

   Withdrawal Rights    14

Section 2.6

   Holdback Agreements    15

Section 2.7

   Registration Procedures    15

Section 2.8

   Registration Expenses    20

Section 2.9

   Indemnification    21

Section 2.10

   No Grant of Future Registration Rights    23
ARTICLE III
BOARD OF DIRECTORS

Section 3.1

   Board    24

Section 3.2

   Committee Membership    25
ARTICLE IV
ADDITIONAL AGREEMENTS

Section 4.1

   Lock-Up Period    26

Section 4.2

   Company Shareholder Rights Agreement    26

Section 4.3

   Ownership of Common Stock    26
ARTICLE V
MISCELLANEOUS

Section 5.1

   Effectiveness    27

Section 5.2

   Headings    27

Section 5.3

   Entire Agreement    27

Section 5.4

   No Inconsistent Agreements    27


Section 5.5

   Further Actions; Cooperation    27

Section 5.6

   Termination of Certain Rights    28

Section 5.7

   Rule 144    28

Section 5.8

   Notices    28

Section 5.9

   Governing Law; Jurisdiction    30

Section 5.10

   Severability    31

Section 5.11

   Successors and Assigns    31

Section 5.12

   Amendments    31

Section 5.13

   Waiver    31

Section 5.14

   Counterparts    31

Section 5.15

   WAIVER OF JURY TRIAL    31

Section 5.16

   Specific Performance    32

Section 5.17

   Recapitalizations, Exchanges, Etc. affecting the shares of Common Stock; New Issuances    32

Section 5.18

   Termination    32

Section 5.19

   Record of Registrable Securities Ownership    32

 

ii


STOCKHOLDERS AGREEMENT

OF

CROWN CASTLE INTERNATIONAL CORP.

THIS STOCKHOLDERS AGREEMENT dated as of October 5, 2006 (this Agreement), by and among (a) Crown Castle International Corp., a Delaware corporation (the Company), (b) Fortress Pinnacle Investment Fund, FRIT PINN LLC, Fortress Registered Investment Trust, FRIT Holdings LLC and FIT GSL LLC (collectively, Fortress), (c) Greenhill Capital Partners, LLC, GCP SPV1, LLC and GCP SPV2, LLC (collectively, Greenhill) and (d) Abrams Capital International, Ltd., Abrams Capital Partners I, LP, Abrams Capital Partners II, LP, Whitecrest Partners, LP, Riva Capital Partners, LP and 222 Partners, LLC (collectively, Abrams and, together with Fortress and Greenhill, collectively, the Global Stockholders). Certain capitalized terms used in this Agreement are defined in Article I hereof. Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

WHEREAS, the Global Stockholders currently own shares of common stock of Global Signal Inc., a Delaware corporation (Global), and have certain registration rights with respect to those shares pursuant to the Amended and Restated Investor Agreement dated as of March 31, 2004 (as amended, the Existing Investor Agreement);

WHEREAS, contemporaneously herewith, the Company, CCSG Holdings LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (Merger Sub), and Global have entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which, Global will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company and a wholly owned subsidiary of the Company (the Merger);

WHEREAS, upon consummation of the transactions contemplated by the Merger Agreement (the date of such consummation, the Effective Time), the Global Stockholders will, in exchange for shares of common stock of Global, acquire shares of Common Stock (as hereinafter defined);

WHEREAS, pursuant to the Merger Agreement and this Agreement, immediately after the Effective Time, the Company will file an automatic shelf registration statement on Form S-3 (the Automatic Shelf Registration Statement) to register the Common Stock received by the Global Stockholders in the Merger;

WHEREAS, the Company has also agreed to provide other registration rights as set forth herein;


WHEREAS, the Global Stockholders have agreed to terminate the Existing Investor Agreement as of the Effective Time;

WHEREAS, the Global Stockholders have also agreed to certain limitations on their ability to offer, sell, contract to sell or otherwise dispose of the shares of Common Stock received by them in the Merger for 180 days following the Effective Time, as set forth in Section 4.1; and

WHEREAS, the Stockholders (as hereinafter defined) deem it in their best interests and in the best interests of the Company to provide for certain arrangements with respect to the management of the Company and desire to enter into this Agreement in order to effectuate such purpose and to set forth certain of their respective rights and obligations in connection with their investment in the Company.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

Abrams shall have the meaning assigned to such term in the preamble to this Agreement.

Abrams Director shall have the meaning assigned to such term in Section 3.1(d).

Affiliate shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, provided, that no Stockholder shall be deemed an Affiliate of any other Stockholder solely by reason of any investment in the Company.

Agreement shall have the meaning assigned to such term in the preamble to this Agreement.

Automatic Shelf Registration Statement shall have the meaning assigned to such term in the fourth Recital.

Board shall have the meaning assigned to such term in Section 3.1(a).

By-laws shall have the meaning assigned to such term in Section 3.1(f).

Crown Indemnified Persons shall have the meaning assigned to such term in Section 2.9(b).

 

2


Certificate of Incorporation shall have the meaning assigned to such term in Section 3.1(f).

Commission shall mean the United States Securities and Exchange Commission or any successor agency.

Common Stock shall mean the Companys common stock, par value $0.01 per share, and any and all securities of any kind whatsoever of the Company that may be issued and outstanding on or after the date hereof in respect of, in exchange for, or upon conversion of shares of Common Stock pursuant to a merger, consolidation, stock split, stock dividend, recapitalization of the Company or otherwise.

Company shall have the meaning assigned to such term in the preamble to this Agreement.

Company Common Stock shall have the meaning assigned to such term in Section 2.2(a)(iii).

Demand shall have the meaning assigned to such term in Section 2.2(a).

Demand Registration shall have the meaning assigned to such term in Section 2.2(a).

Disqualified Stockholder shall have the meaning assigned to such term in Section 5.6.

Effective Time shall have the meaning assigned to such term in the third Recital.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Existing Investor Agreement shall have the meaning assigned to such term in the first Recital.

Fortress shall have the meaning assigned to such term in the preamble to this Agreement.

Fortress Director shall have the meaning assigned to such term in Section 3.1(b).

Fortress Excluded Entity shall mean any current or future fund managed by the Fortress or any of its Affiliates or any of their respective investment advisory affiliates other than any private equity fund.

Free Writing Prospectus shall have the meaning assigned to such term in Section 2.7(a)(iii).

 

3


Global has the meaning assigned to such term in the first Recital.

Global Director has the meaning assigned to such term in Section 3.1(c).

Global Stockholders shall have the meaning assigned to such term in the preamble to this Agreement.

Greenhill shall have the meaning assigned to such term in the preamble to this Agreement.


 

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