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Title: |
Stockholders Agreement |
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Entities: |
Crown Castle International Corp.; Global Signal Inc.; Cravath, Swaine & Moore LLP; Fried, Frank, Harris, Shriver & Jacobson |
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Date: |
2006 |
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Size: |
Preview shows 31KB of 106KB total |
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Price: |
$49 |
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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 | ||
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Section 2.2 |
Demand Registration | 10 | ||
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Section 2.3 |
Offering Demands | 11 | ||
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Section 2.4 |
Piggyback Registrations | 13 | ||
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Section 2.5 |
Withdrawal Rights | 14 | ||
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Section 2.6 |
Holdback Agreements | 15 | ||
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Section 2.7 |
Registration Procedures | 15 | ||
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Section 2.8 |
Registration Expenses | 20 | ||
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Section 2.9 |
Indemnification | 21 | ||
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Section 2.10 |
No Grant of Future Registration Rights | 23 | ||
| ARTICLE III | ||||
| BOARD OF DIRECTORS | ||||
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Section 3.1 |
Board | 24 | ||
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Section 3.2 |
Committee Membership | 25 | ||
| ARTICLE IV | ||||
| ADDITIONAL AGREEMENTS | ||||
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Section 4.1 |
Lock-Up Period | 26 | ||
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Section 4.2 |
Company Shareholder Rights Agreement | 26 | ||
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Section 4.3 |
Ownership of Common Stock | 26 | ||
| ARTICLE V | ||||
| MISCELLANEOUS | ||||
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Section 5.1 |
Effectiveness | 27 | ||
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Section 5.2 |
Headings | 27 | ||
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Section 5.3 |
Entire Agreement | 27 | ||
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Section 5.4 |
No Inconsistent Agreements | 27 | ||
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Section 5.5 |
Further Actions; Cooperation | 27 | ||
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Section 5.6 |
Termination of Certain Rights | 28 | ||
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Section 5.7 |
Rule 144 | 28 | ||
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Section 5.8 |
Notices | 28 | ||
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Section 5.9 |
Governing Law; Jurisdiction | 30 | ||
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Section 5.10 |
Severability | 31 | ||
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Section 5.11 |
Successors and Assigns | 31 | ||
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Section 5.12 |
Amendments | 31 | ||
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Section 5.13 |
Waiver | 31 | ||
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Section 5.14 |
Counterparts | 31 | ||
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Section 5.15 |
WAIVER OF JURY TRIAL | 31 | ||
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Section 5.16 |
Specific Performance | 32 | ||
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Section 5.17 |
Recapitalizations, Exchanges, Etc. affecting the shares of Common Stock; New Issuances | 32 | ||
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Section 5.18 |
Termination | 32 | ||
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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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