Contract
STOCK
PURCHASE AGREEMENT dated as of January 19, 2007 (this “Agreement”),
by
and among (a) Crown Castle International Corp. (the “Buyer”),
(b)
Fortress Pinnacle Investment Fund LLC, 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) Xxxxxx Capital International, Ltd., Xxxxxx Capital Partners I, LP, Xxxxxx
Capital Partners II, LP, Whitecrest Partners, LP, Riva Capital Partners, LP
and
222 Partners, LLC (collectively, “Xxxxxx”
and,
together with Fortress and Greenhill, collectively, the “Sellers”).
WHEREAS,
each of the parties hereto entered into the Stockholders Agreement dated as
of
October 5, 2006 (the “Stockholders
Agreement”);
WHEREAS,
pursuant to the Stockholders Agreement, the Sellers are entitled to sell their
respective Registrable Securities (such term and each other capitalized term
used but not defined herein having the meaning assigned thereto in the
Stockholders Agreement) in the Initial Marketed Secondary Offering;
WHEREAS,
the Buyer desires to purchase from the Sellers, and the Sellers desire to sell
severally to the Buyer, an aggregate of 17,713,819 shares (the “Shares”)
of
common stock of the Buyer, $0.01 par value per share; and
WHEREAS,
the Buyer and the Sellers have agreed to consummate such purchase and sale
of
the Shares in lieu of the Initial Marketed Secondary Offering on the terms
and
subject to the conditions of this Agreement.
NOW,
THEREFORE, in consideration of the representations, warranties and agreements
contained in this Agreement, the Buyer and each Seller hereby agree as
follows:
1. Purchase
and Sale of the Shares.
On the
terms and subject to the conditions of this Agreement, each Seller shall sell,
transfer and deliver or cause to be sold, transferred and delivered to the
Buyer, and the Buyer shall purchase from each Seller, the number of Shares
owned
by such Seller to be sold to the Buyer (as set forth opposite such Seller’s name
on Schedule
I
hereto)
for a purchase price per share equal to $33.87186 (the “Purchase
Price”),
payable as set forth below in Section 2.
2. Closing.
The
closing (the “Closing”)
of the
purchase and sale of the Shares shall be held at the offices of Skadden, Arps,
Slate, Xxxxxxx & Xxxx LLP, at 10:00 a.m. on January 26, 2007 (the date on
which the Closing occurs, the “Closing
Date”).
At
the Closing, (a) the Buyer shall deliver to each respective Seller by wire
transfer in immediately available funds the amount set forth opposite such
Seller’s name on Schedule
I
hereto
to be paid by the Buyer (such Seller’s “Closing
Date Payment”)
and
(b) each Seller shall deliver or cause to be delivered to the Buyer
certificates representing such Seller’s Shares, duly endorsed in blank or
accompanied by stock powers duly endorsed in blank in proper form for transfer,
with appropriate transfer stamps, if any, affixed.
3. Representations
and Warranties of each Seller.
Each
Seller hereby represents and warrants to the Buyer, severally and not jointly,
as follows:
(a) Title.
(i)
Except as set forth in Schedule
3(a)
hereto,
prior to the Closing, such Seller has good and valid title to such Seller’s
Shares, free and clear of all liens, security interests, charges, options,
claims, restrictions or encumbrances of any kind (collectively, “Liens”),
and
(ii) upon delivery to the Buyer at the Closing of certificates representing
such
Seller’s Shares, duly endorsed by such Seller for transfer to the Buyer, and
upon such Seller’s receipt of its Closing Date Payment, good and valid title to
such Seller’s Shares will pass to the Buyer, free and clear of any Liens, other
than Liens arising from actions of the Buyer.
(b) Authorization.
The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of such Seller. This Agreement has been duly executed and
delivered by such Seller and constitutes a legal, valid and binding obligation
of such Seller, enforceable against such Seller in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws of general application
affecting enforcement of creditors’ rights generally and (ii) the availability
of the remedy of specific performance or injunctive or other forms of equitable
relief may be subject to equitable defenses and would be subject to the
discretion of the court before which any proceeding therefor may be
brought.
(c) No
Conflicts.
The
execution, delivery and performance of this Agreement, the consummation of
the
transactions contemplated hereby and compliance with the terms hereof shall
not
conflict with or result in a breach or violation of (i) such Seller’s charter,
articles or certificate of incorporation or bylaws or other organization or
governing document of such Seller or (ii) any material contract, agreement
or
instrument to which such Seller or any of its subsidiaries is a party or by
which any of them are bound, or judgment, order, decree, statute, law, rule
or
regulation, domestic or foreign, applicable to such Seller or any of its
subsidiaries or their respective properties or assets.
(d) Consents.
No
approval, authorization, filing, order, registration or qualification of or
with
any court or governmental agency or body is required to be obtained or made
with
respect to such Seller in connection with the execution, delivery or performance
of this Agreement or the consummation of the transactions contemplated
hereby.
(e) Brokers.
Such
Seller has not retained any broker, investment banker, financial advisor or
other person that is entitled to any brokerage, finders or other similar fee
or
commission payable by the Buyer or any of its affiliates in connection with
the
transactions contemplated hereby.
(f) Access
to Information.
Such
Seller has had the opportunity to ask the Buyer (and receive answers from the
Buyer to) any questions it had regarding the Buyer’s operations and
prospects.
4. Representations
and Warranties of the Buyer.
The
Buyer hereby represents and warrants to each Seller as follows:
(a) Authorization.
The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Buyer. This Agreement has been duly executed and
delivered by the Buyer and constitutes a legal, valid and binding obligation
of
the Buyer, enforceable against the Buyer in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws of general application affecting
enforcement of creditors’ rights generally and (ii) the availability of the
remedy of specific performance or injunctive or other forms of equitable relief
may be subject to equitable defenses and would be subject to the discretion
of
the court before which any proceeding therefor may be brought.
(b) No
Conflicts.
The
execution, delivery and performance of this Agreement, the consummation of
the
transactions contemplated hereby and compliance with the terms hereof shall
not
conflict with or result in a breach or violation of (i) the Buyer’s certificate
of incorporation or by-laws or (ii) any material contract, agreement or
instrument to which the Buyer or any of its subsidiaries is a party or by which
any of them are bound, or judgment, order, decree, statute, law, rule or
regulation, domestic or foreign, applicable to the Buyer or any of its
subsidiaries or their respective properties or assets.
(c) Consents.
No
approval, authorization, filing, order, registration or qualification of or
with
any court or governmental agency or body is required to be obtained or made
with
respect to the Buyer in connection with the execution, delivery or performance
of this Agreement or the consummation of the transactions contemplated
hereby.
(d) Brokers.
The
Buyer has not retained any broker, investment banker, financial advisor or
other
person that is entitled to any brokerage, finders or other similar fee or
commission payable by the Sellers or any of their respective affiliates in
connection with the transactions contemplated hereby.
5. Conditions.
(a) The
obligations of the Buyer to purchase the Shares from the Sellers at the Closing
shall be subject to the satisfaction of the following conditions:
(i) the
representations and warranties of the Sellers in this Agreement shall be true
and correct in all material respects as of the date hereof and on and as of
the
Closing Date;
(ii) each
Seller shall have complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied under this Agreement at
or
prior to the Closing Date; and
(iii) Crown
Castle Operating Company (the “Borrower”)
shall
have received at least $600,000,000 in gross cash proceeds from debt financing
on substantially the terms and conditions set forth in the Commitment Letter
dated January 19, 2007, addressed to the Borrower from Xxxxxx Xxxxxxx Senior
Funding, Inc., RBS Securities Corporation, The Royal Bank of Scotland, plc,
X.X.
Xxxxxx Securities Inc. and JPMorgan Chase Bank, N.A., or upon terms that are
otherwise reasonably satisfactory to the Borrower.
In
the
event that any of the conditions set forth in this clause (a) shall not have
been fulfilled (or waived by the Buyer) on the Closing Date, this Agreement
may
be terminated by the Buyer by delivering a written notice of termination to
the
Sellers.
(b) The
obligations of the Sellers to sell the Shares to the Buyer at the Closing shall
be subject to the satisfaction of the following conditions:
(i) the
representations and warranties of the Buyer in this Agreement shall be true
and
correct in all material respects as of the date hereof and on and as of the
Closing Date; and
(ii) the
Buyer
shall have complied with all the agreements and satisfied all the conditions
on
its part to be performed or satisfied under this Agreement at or prior to the
Closing Date.
In
the
event that any of the conditions set forth in this clause (b) shall not have
been fulfilled (or waived by the Sellers) on the Closing Date, this Agreement
may be terminated by the Sellers by delivering a written notice of termination
to the Buyer.
6. Agreements.
Each
Seller and the Buyer agrees as follows:
(a) Subject
to Section 6(c), (i) the purchase by the Buyer, and sale by the Sellers, of
the
Shares pursuant to this Agreement is being made in lieu of the Initial Marketed
Secondary Offering (as defined in the Stockholders Agreement) and (ii) upon
the
consummation of the Closing, the Initial Marketed Secondary Offering shall
be
deemed to have occurred for purposes of Section 2.3(a) and Section 4.1 of the
Stockholders Agreement;
(b) upon
consummation of the Closing, the Shares will no longer constitute Registrable
Shares (as defined in the Stockholders Agreement);
(c) notwithstanding
anything to the contrary in the Stockholders Agreement, the Buyer shall have
until the date that is 10 days after the Closing Date to satisfy the requirement
in Section 2.1(a) of the Stockholders Agreement that the Buyer file the
Automatic Shelf Registration Statement (as defined in the Stockholders
Agreement) with the United States Securities and Exchange Commission (the
“SEC”);
provided, however, that if this Agreement is terminated pursuant to Section
5
hereof, the Buyer shall (i) file the Automatic Shelf Registration Statement
with
the SEC promptly after such termination and (ii) use its reasonable best efforts
to commence the Initial Marketed Secondary Offering within 5 days after such
termination; and
(d) each
party hereto shall be responsible for all fees and expenses incident to its
performance of, or compliance with, its obligations under this Agreement
(including, in the case of each Seller, all applicable transfer taxes, if any,
involved in the transfer to the Buyer of its Shares to be purchase by the Buyer
from such Seller).
7. Notices.
All
notices and other communications hereunder shall be in writing and shall be
given as provided in Section 5.8 of the Stockholders Agreement.
8. Counterparts.
This
Agreement may be executed in one or more counterparts, each
of
which shall be deemed an original but all of which shall constitute one and
the
same instrument.
9. No
Third Party Beneficiaries.
This
Agreement shall be binding upon and inure solely to the benefit of each party
hereto, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
10. Governing
Law; Jurisdiction.
This
Agreement shall be governed and construed in accordance with the laws of the
State of New York, without giving effect to applicable principles of
conflict of laws, except to the extent the substantive laws of the State of
Delaware are mandatorily applicable under Delaware law.
Each of
the parties hereto (a) irrevocably and unconditionally submits to the exclusive
jurisdiction of the courts of the States of New York and the Court of Chancery
of the State of Delaware and any court of the United States located in the
Borough of Manhattan in New York City with respect to all actions and
proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby, (b) agrees that all claims with respect to any such action
or proceeding shall be heard and determined in such courts and agrees not to
commence any action or proceeding relating to this Agreement or the transactions
contemplated hereby except in such courts, (c) irrevocably and unconditionally
waives any objection to the laying of venue of any action or proceeding arising
out of this Agreement or the transactions contemplated hereby and irrevocably
and unconditionally waives the defense of an inconvenient forum and (d) agrees
that a final judgment in any such action or proceeding shall be conclusive
and
may be enforced in other jurisdictions by suit on the judgment or in any other
matter provided by law.
11. Severability.
Any
term
of this Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining
terms hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction. If the final
judgment of a court of competent jurisdiction declares that any term or
provision hereof is invalid or unenforceable, the parties agree that the court
making the determination of invalidity or unenforceability shall have the power
to reduce the scope, duration or area of the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term
or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified after the
expiration of the time within which the judgment may be appealed.
12. Assignment;
Amendments.
(a) Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto, in whole or in part (whether by
operation of law or otherwise), without the prior written consent of the other
parties, and any attempt to make any such assignment without such consent shall
be null and void. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by, the parties and
their respective successors and assigns.
(b) No
amendment to this Agreement shall be effective unless it shall be in writing
and
signed by each of the parties hereto.
(c) Specific
Performance.
Each of
the parties hereto acknowledges and agrees that the other parties hereto would
be damaged irreparably in the event any of the provisions of this Agreement
are
not performed in accordance with their specific terms or otherwise are breached.
Accordingly, each of the parties hereto agrees that the other parties hereto
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and
the
terms hereof in any action instituted in any court of the United States or
any
state thereof having jurisdiction over the parties and the matter, in addition
to any other remedy to which it may be entitled, at law or in
equity.
(d) Headings.
The
descriptive headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.
[signatures
follow]
IN
WITNESS HEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the date first written above.
| CROWN CASTLE INTERNATIONAL CORP. | ||
| |
|
|
| By: | /s/ Xxx X. Xxxxx | |
|
Name: Xxx X. Xxxxx |
||
| Title: Vice President and Treasurer | ||
| FORTRESS PINNACLE INVESTMENT FUND LLC | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxx Xxxxxxx |
||
| Title: Chief Operating Officer | ||
| FRIT PINN LLC | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxx Xxxxxxx |
||
| Title: Chief Operating Officer | ||
| FORTRESS REGISTERED INVESTMENT TRUST | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxx Xxxxxxx |
||
| Title: Chief Operating Officer | ||
| FRIT HOLDINGS LLC | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxx Xxxxxxx |
||
| Title: Chief Operating Officer | ||
| FIT GSL LLC | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxxxx | |
|
Name: Xxxxxx Xxxxxxx |
||
| Title: Chief Operating Officer | ||
| GREENHILL CAPITAL PARTNERS, LLC | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxx | |
|
Name: Xxxxx X. Xxx |
||
| Title: Managing Director | ||
| GCP SPV1, LLC | ||
| |
By: | GCP Managing Partner, L.P., its manager |
|
By:
|
Greenhill
Capital Partners, LLC, its general
partner
|
|
|
By:
|
/s/ Xxxxx X. Xxx | |
|
Name: Xxxxx X. Xxx |
||
| Title: Managing Director | ||
| GCP SPV2, LLC | ||
| |
By: | GCP Managing Partner II, L.P., its manager |
|
By:
|
Greenhill
Capital Partners, LLC, its general
partner
|
|
|
By:
|
/s/ Xxxxx X. Xxx | |
|
Name: Xxxxx X. Xxx |
||
| Title: Managing Director | ||
|
XXXXXX
CAPITAL INTERNATIONAL, LTD.,
a Cayman Islands exempted
company
|
||
| |
By: | Pamet Capital Management, LP, its Investment Manager |
|
By:
|
Pamet
Capital Management LLC, its General
Partner
|
|
|
By:
|
/s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
| Title: Managing Member | ||
|
XXXXXX
CAPITAL PARTNERS I, LP,
a Delaware limited
partnership
|
||
| |
By: | Pamet Capital Management, LP, its Investment Manager |
|
By:
|
Pamet
Capital Management, LLC, its General
Partner
|
|
|
By:
|
/s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
| Title: Managing Member | ||
|
XXXXXX
CAPITAL PARTNERS II, LP.,
a Delaware limited
partnership
|
||
| |
By: | Pamet Capital Management, LP, its Investment Manager |
|
By:
|
Pamet
Capital Management LLC, its General
Partner
|
|
|
By:
|
/s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
| Title: Managing Member | ||
|
WHITECREST
PARTNERS, LP,
a Delaware limited partnership
|
||
| |
By: | Pamet Capital Management, LP, its Investment Manager |
|
By:
|
Pamet
Capital Management, LLC, its General
Partner
|
|
|
By:
|
/s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
| Title: Managing Member | ||
|
RIVA
CAPITAL PARTNERS, LP,
a Delaware limited
partnership
|
||
| |
By: | Xxxxxx Capital Management, LLC, its Investment Manager |
|
By:
|
/s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
| Title: Managing Member | ||
| 222 PARTNERS, LLC | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxx | |
|
Name: Xxxxx Xxxxxx |
||
| Title: Managing Member | ||
Schedule
3(a)
Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms
in the Stock Purchase Agreement to which this Schedule 3(a) is
attached.
All
of
the Shares owned by GCP SPV I, LLC and GCP SPV 2, LLC (the “GCP Borrowers”) are
pledged as collateral pursuant to security agreements entered into in connection
with the credit agreements entered into by the GCP Borrowers with Xxxxxx Xxxxxxx
Mortgage Capital Inc., as administrative agent (“Xxxxxx Xxxxxxx”), and certain
lenders named in the respective credit agreements.
All
of
the Shares owned by FRIT Holdings LLC, FRIT PINN LLC and FIT GSL LLC (the
“Fortress Pledgors”) are pledged as collateral pursuant to security
agreements entered into by the Fortress Pledgors in connection with
the margin loan agreements entered into by FRIT Holdings LLC and
FIT Holdings LLC with Deutsche Bank AG, London Branch., as agent
(“Deutsche Bank”), and the lenders named in the respective margin
loan agreements.
