EXHIBIT 10.62
EXECUTION COPY
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REGISTRATION RIGHTS AGREEMENT
among
CROWN CASTLE INTERNATIONAL CORP.
and
XXXXXXX XXXXX CREDIT PARTNERS X.X.
XXXXXXX BROTHERS HOLDING COMPANY INC.
CREDIT SUISSE FIRST BOSTON
Dated as of March 15, 1999
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THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of March 15, 1999, among Crown Castle International Corp., a
Delaware corporation (the "Borrower") and Xxxxxxx Xxxxx Credit Partners L.P.,
Salomon Brothers Holding Company Inc. and Credit Suisse First Boston, as
("Arrangers").
RECITALS
This Agreement is made pursuant to the Term Loan Agreement, dated as
of the date hereof (the "Term Loan Agreement"), among the Borrower, the Lenders
referred to therein (the "Lenders") and the Arrangers. In order to induce the
Lenders to enter into the Term Loan Agreement, the Borrower has agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the funding of any Term Loan.
AGREEMENT
The parties agree as follows:
1. Definitions.
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Capitalized terms used herein without definition have the meanings assigned
to them in the Term Loan Agreement. As used in this Agreement, the following
capitalized terms shall have the following meanings:
Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in New York are generally authorized or
obligated by law or executive order to close.
Effectiveness Date: See Section 3(a) hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchange Notes: As defined in the Term Loan Agreement.
Exchange Note Indenture: The Exchange Note Indenture, dated as of March
15, 0000, xxxxxxx xxx Xxxxxxxx xxx Xxxxxx Xxxxxx Trust Company of New York, as
trustee, pursuant to which the Exchange Notes are issued, as the same may be
amended from time to time in accordance with the terms thereof.
Exchange Note Indenture Trustee: See Section 5(r) hereof.
Filing Date: See Section 3(a) hereof.
Interest Payment Date: As defined in the Term Loan Agreement.
Interest Period: As defined in the Term Loan Agreement.
Liquidated Damages: See Section 3(c) hereof.
Loan: As defined in the Term Loan Agreement.
NASD: National Association of Securities Dealers, Inc.
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Person: An individual, partnership, limited liability company,
corporation, trust, unincorporated organization, or a government or agency or
political subdivision thereof.
Prospectus: The prospectus included in the Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.
Recommencement Date: See Section 5 hereof.
Registrable Securities: All Exchange Notes; provided that an Exchange Note
ceases to be a Registrable Security when it is no longer a Transfer Restricted
Security.
Registration Default: See Section 3(c) hereof.
Registration Expenses: See Section 6 hereof.
Registration Statement: Any registration statement of the Borrower which
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.
SEC: The Securities and Exchange Commission.
Securities Act: The Securities Act of 1933, as amended.
Shelf Registration: See Section 3(a) hereof.
Suspension Notice: See Section 5 hereof.
TIA: The Trust Indenture Act of 1939, as amended (15 U.S.C. Section 77aaa-
77bbbb) as in effect on the date of the Exchange Note Indenture.
Transfer Restricted Securities: The Registrable Securities upon original
issuance thereof, and with respect to any particular such Registrable Security,
until such securities are sold to the public in unrestricted sales.
"underwritten registration" or "underwritten offering": A registration in
which securities of the Borrower are sold to an underwriter for reoffering to
the public.
2. Holders of Registrable Securities.
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A Person is deemed to be a holder of Registrable Securities whenever such
Person owns Registrable Securities of record or has provided evidence reasonably
satisfactory to the Borrower that such Person has the right to acquire such
Registrable Securities, whether or not such acquisition has actually been
effected and disregarding any legal restrictions upon the exercise of such
right.
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3. Shelf Registration.
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(a) Filing of Shelf Registration. The Borrower shall file a "shelf"
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registration statement on any appropriate form pursuant to Rule 415 (or
similar rule that may be adopted by the SEC) under the Securities Act (a
"Shelf Registration") as promptly as practicable and in no event later than
the date that is 270 days after the initial funding of the Term Loans (the
"Filing Date") to permit resales of all of the Registrable Securities. The
Borrower agrees to use its best efforts to cause such Shelf Registration to
become effective as promptly as possible after the filing thereof, but in no
event later than 90 days after the Filing Date (the "Effectiveness Date").
The Borrower shall use its best efforts to keep any Shelf Registration
required by this Section 3(a) continuously effective, supplemented and
amended as required by and subject to the provisions of Section 5 hereof to
the extent necessary to ensure that it is available for sales of Registrable
Securities by the holders thereof entitled to the benefit of this Section
3(a) and to ensure that it conforms with the requirements of this Agreement,
the Securities Act and the policies, rules and regulations of the SEC as
announced from time to time until all Registrable Securities covered by the
Shelf Registration have been sold pursuant thereto.
(b) Provision by Holders of Certain Information in Connection with
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the Shelf Registration. No holder of Registrable Securities may include
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any of its Registrable Securities in any Shelf Registration pursuant to
this Agreement unless and until such holder furnishes to the Borrower in
writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable,
of the Securities Act for use in connection with any Shelf Registration or
Prospectus or preliminary Prospectus included therein. No holder of
Registrable Securities shall be entitled to Liquidated Damages pursuant to
Section 3(c) hereof unless and until such holder shall have provided all
such information. Each selling holder of Registrable Securities agrees to
promptly furnish additional information required to be disclosed in order
to make the information previously furnished to the Borrower by such holder
not materially misleading.
(c) Liquidated Damages. If (i) the Registration Statement required
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by this Agreement is not filed with the SEC on or prior to the Filing Date,
(ii) the Registration Statement has not been declared effective by the SEC
on or prior to the Effectiveness Date or (iii) the Registration Statement
required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded immediately by a post-effective amendment
to the Registration Statement that cures such failure and that is itself
declared effective immediately (such period of time during which a
Registration Statement or the related Prospectus is not usable being
referred to as a "Blackout Period") except as permitted in the paragraph
immediately below (each such event referred to in clauses (i) through
(iii), a "Registration Default"), then the Borrower agrees to pay to each
holder of Registrable Securities and Loans liquidated damages ("Liquidated
Damages") in an amount equal to 50 basis points per annum times the
principal amount of Registrable Securities or Loans, as the case may be,
for each week or portion thereof that the Registration Default continues
for the first 90-day period immediately following the occurrence of such
Registration Default (such 90-day period to begin on the date on which the
first such Registration Default occurs). The amount of such Liquidated
Damages shall increase by an additional 50 basis points per annum on the
principal amount of Registrable Securities or Loans, as the case may be,
with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of Liquidated Damages of
200 basis points per annum on the principal amount of Registrable
Securities or Loans, as the case may be; provided that the Borrower shall
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in no event be required to pay Liquidated Damages for more than one
Registration Default on any Registrable Securities or Loans, as the case
may be, at any given time. All Liquidated Damages shall be calculated
based on the actual number of days elapsed in a 360 day year and all
accrued Liquidated Damages shall be paid on the applicable Interest Payment
Date in accordance with the Exchange Note Indenture or the Term Loan
Agreement, as the case may be, to each holder of Registrable Securities or
Loans, as the case may be, in cash. Notwithstanding anything to the
contrary set forth herein, (1) upon filing the Registration Statement, in
the case of (i) above, (2) upon the effectiveness of the Registration
Statement, in the case of (ii) above or (3) upon the filing of a post-
effective amendment to the Registration Statement or an additional
Registration Statement that causes the Registration Statement to again be
declared effective or made usable in the case of (iii) above, the
Liquidated Damages payable with respect to the Registrable Securities or
Loans, as the case may be, as a result of such clause (i), (ii) or (iii),
as applicable, shall cease.
A Registration Default referred to in Section 3(c)(iii) shall be deemed not
to have occurred and be continuing in relation to a Registration Statement or
the related Prospectus if (i) the Blackout Period has occurred solely as a
result of (x) the filing of a post-effective amendment to such Registration
Statement to incorporate annual audited financial information with respect to
the Borrower where such post-effective amendment is not yet effective and needs
to be declared effective to permit holders to use the related Prospectus or (y)
the occurrence of other material events with respect to the Borrower that would
need to be described in such Registration Statement or the related Prospectus
and (ii) in the case of clause (y), the Borrower is proceeding promptly and in
good faith to amend or supplement (including by way of filing documents under
the Exchange Act which are incorporated by reference into the Registration
Statement) such Registration Statement and the related Prospectus to describe
such events; provided, however, that in any case if such Blackout Period occurs
for a continuous period in excess of 30 days, a Registration Default shall be
deemed to have occurred on the 31st day of such Blackout Period and liquidated
damages shall be payable in accordance with the above paragraph from the day
such Registration Default occurs until such Registration Default is cured or
until the Borrower is no longer required pursuant to this Agreement to keep such
Registration Statement effective or such Registration Statement or the related
Prospectus usable; provided further, however, that in no event shall the total
of all Blackout Periods exceed 60 days in the aggregate in any 12-month period.
All obligations of the Borrower set forth in the preceding paragraphs that
are outstanding with respect to any Registrable Security or Loan at the time
such security ceases to be a Registrable Security or Loan shall survive until
such time as all such obligations with respect to such Registrable Securities or
Loans have been satisfied in full. Any holder of Registrable Securities or any
Lender may notify the Exchange Note Indenture Trustee (and any paying agent
under the Exchange Note Indenture) and/or the Administrative Agents under the
Term Loan Agreement immediately after the occurrence of each and every event
which pursuant to this Section 3(c) results in the accrual of Liquidated Damages
with respect to such Registrable Securities or Loans, as the case may be.
4. Hold-Back Agreements.
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(a) Restrictions on Public Sale by Holder of Registrable Securities.
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Each holder of Registrable Securities whose Registrable Securities are
covered by a Registration Statement filed pursuant to Section 3 hereof
agrees, if requested by the managing underwriters in an underwritten
offering, not to effect any public sale or distribution of securities of
the Borrower of the same class as the securities included in such
Registration Statement, including a sale pursuant to Rule 144 under the
Securities Act (except as part of such underwritten registration),
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during the 10-day period prior to, and during the 90-day period beginning
on, the closing date of each underwritten offering made pursuant to such
Registration Statement, to the extent timely notified in writing by the
Borrower or the managing underwriters; provided, however, that each holder
of Registrable Securities shall be subject to the hold-back restrictions of
this Section 4(a) only once during the term of this Agreement.
The foregoing provisions shall not apply to any holder of Registrable
Securities if such holder is prevented by applicable statute or regulation
from entering any such agreement; provided, however, that any such holder
shall undertake, in its request to participate in any such underwritten
offering, not to effect any public sale or distribution of any Registrable
Securities held by such holder and covered by a Registration Statement
commencing on the date of sale of the Registrable Securities covered by
such Registration Statement unless it has provided 90 days prior written
notice of such sale or distribution to the underwriter or underwriters.
(b) Restrictions on Sale of Securities by the Borrower and Others.
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The Borrower agrees (1) not to effect any public or private offer, sale or
distribution of any of its debt securities or any class or series of its
capital stock having a preference in liquidation or with respect to
dividends, including a sale pursuant to Regulation D under the Securities
Act, during the 10-day period prior to, and during the 90-day period
beginning with, the effectiveness of a Registration Statement filed under
Section 3 to the extent timely notified in writing by a holder of
Registrable Securities or the managing underwriters in an underwritten
offering and (2) to cause each holder of the Borrower's privately placed
debt securities or any class or series of the Borrower's capital stock
having a preference in liquidation or with respect to dividends purchased
from the Borrower at any time on or after the date of this Agreement to
agree not to effect any public sale or distribution of any such securities
during such period, including a sale pursuant to Rule 144 under the
Securities Act (except as part of such registration, if permitted).
5. Registration Procedures.
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In connection with the Borrower's registration obligations set forth in
Section 3 hereof, the Borrower shall use its best efforts to effect such
registration to permit the sale of such Registrable Securities being sold in
accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Borrower pursuant to Section 3(b)
hereof), and pursuant thereto the Borrower shall, as expeditiously as possible
prepare and file with the SEC a Registration Statement or Registration
Statements relating to the Shelf Registration on any appropriate form under the
Securities Act, which form shall be available for the sale of the Registrable
Securities in accordance with the intended method or methods of distribution
thereof within the time periods and otherwise in accordance with the provisions
hereof and shall cooperate and assist in any filings required to be made with
the NASD and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter") that is required
to be retained in accordance with the rules and regulations of the NASD. In
connection with any Registration Statement and any related Prospectus required
by this Agreement, the Borrower shall:
(a) use its best efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for
the period specified in Section 3 of this Agreement, as applicable. Upon
the occurrence of any event that would cause any such Registration
Statement or the Prospectus contained therein (1) to contain a material
misstatement or omission or (2) not to be effective and usable for resale
of Registrable Securities during the period required by this Agreement, the
Borrower shall promptly file an appropriate amendment
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to such Registration Statement curing such defect, and, if SEC review is
required, use its best efforts to cause such amendment to be declared
effective as soon as practicable;
(b) prepare and file with the SEC such amendments and post-effective
amendments to the applicable Registration Statement as may be necessary to
keep such Registration Statement effective for the applicable period set
forth in Section 3 hereof; cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant
to Rule 424 under the Securities Act, and to comply fully with Rules 424,
430A and 462, as applicable under the Securities Act in a timely manner;
and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during
the applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration
Statement or supplement to the Prospectus; the Borrower shall not be deemed
to have used its best efforts to keep such Registration Statement effective
during the applicable period if it voluntarily takes any action that would
result in selling holders of the Registrable Securities covered thereby
being unable to sell such Registrable Securities during that period unless
such action is required under applicable law, provided that the foregoing
shall not apply to actions taken by the Borrower in good faith and for
valid business reasons, including without limitation the acquisition or
divestiture of assets, so long as the Borrower promptly thereafter complies
with the requirements of Section 5(k) hereof, if applicable;
(c) advise the selling holders of Registrable Securities and the
managing underwriters, if any, promptly, and, if requested by any such
Person, confirm such advice in writing, (1) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to any applicable Registration Statement or any post-effective
amendment, when the same has become effective, (2) of any request by the
SEC for amendments to the Registration Statement or for amendments or
supplements to the Prospectus or for additional information relating
thereto, (3) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of
the suspension by any state securities commission of the qualification of
the Registrable Securities for offering or sale in any jurisdiction or the
initiation of any proceedings for that purpose and (4) of the existence of
any fact or the happening of any event that makes any statement of a
material fact made in the Registration Statement, the Prospectus, any
amendment or supplement thereto or any document incorporated by reference
therein untrue or that requires the making of any addition to or changes in
the Registration Statement in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading or
that requires the making of any additions to or changes in the Prospectus
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. If at any time the SEC shall
issue any stop order suspending the effectiveness of the Registration
Statement, or any state securities commission or other regulatory authority
shall issue an order suspending the qualification or exemption from
qualification of the Registrable Securities under state securities or Blue
Sky laws, the Borrower shall use its best efforts to obtain the withdrawal
or lifting of such order at the earliest possible time;
(d) furnish to each selling holder of Registrable Securities covered
by any Registration Statement or Prospectus in connection with such sale,
and each underwriter, if any, before filing with the SEC, copies of any
Registration Statement or any Prospectus included therein or any amendments
or supplements to any such Registration Statement or Prospectus (including
all documents incorporated by reference after the initial filing of such
Registration
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Statement), which documents will be subject to the review and comment of
such Persons in connection with such sale, if any, for a period of at least
five Business Days, and the Borrower will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents
incorporated by reference) to which the selling holders of the Registrable
Securities covered by such Registration Statement in connection with such
sale, or the underwriters, if any, shall reasonably object within five
Business Days after the receipt thereof. A selling holder of Registrable
Securities or underwriter, if any, shall be deemed to have reasonably
objected to such filing if such Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed, contains
a material misstatement or omission or fails to comply with the applicable
requirements of the Securities Act;
(e) if reasonably requested by the managing underwriter or
underwriters in connection with an underwritten offering or any selling
holders of Registrable Securities in connection with such sale, promptly
include in any Registration Statement or Prospectus pursuant to a
supplement or post-effective amendment, if necessary, such information as
the managing underwriters or such selling holders may reasonably request to
have included therein, including, without limitation, information relating
to the "Plan of Distribution," with respect to the principal amount of
Registrable Securities being sold to such underwriters, the purchase price
being paid therefor by such underwriters and any other terms of the
underwritten (or best efforts underwritten) offering of the Registrable
Securities to be sold in such offering; and make all required filings of
such Prospectus supplement or post-effective amendment as soon as
practicable after the Borrower is notified of the matters to be included in
such Prospectus supplement or post-effective amendment; provided, however,
that the Borrower shall not be required to take any action pursuant to this
Section 5(e) that would, in the opinion of counsel for the Borrower
reasonably satisfactory to such selling holders, violate applicable law;
(f) furnish to each selling holder of Registrable Securities and each
managing underwriter, if any, without charge, at least one signed copy of
the Registration Statement, as first filed with the SEC, and of each
amendment thereto, all documents incorporated by reference therein and all
exhibits (including exhibits incorporated by reference therein);
(g) deliver to each selling holder of Registrable Securities and the
underwriters, if any, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement
thereto as such Persons may reasonably request; the Borrower hereby
consents to the use (in accordance with law) of the Prospectus or any
amendment or supplement thereto by each of the selling holders of
Registrable Securities and the underwriters, if any, in connection with the
offering and the sale of the Registrable Securities covered by the
Prospectus or any amendment or supplement thereto;
(h) prior to any public offering of Registrable Securities, cooperate
with the selling holders of Registrable Securities, the underwriters, if
any, and their respective counsel in connection with the registration and
qualification of such Registrable Securities under the securities or Blue
Sky laws of such jurisdictions as any such seller or underwriter, if any,
may request and do any and all other acts or things necessary or advisable
to enable the disposition in such jurisdictions of such Registrable
Securities covered by the applicable Registration Statement; provided,
however, that the Borrower will not be required to register or qualify as a
foreign corporation where the Borrower is not then so qualified or to take
any action that would subject the Borrower to the service of process in
suits or to taxation, other than as to matters and
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transactions relating to the Registration Statement in any jurisdiction
where the Borrower is not then so subject;
(i) in connection with any sale of Registrable Securities that will
result in such securities no longer being Transfer Restricted Securities,
cooperate with the selling holders of Registrable Securities and the
managing underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing such Registrable Securities to be
sold and not bearing any restrictive legends; and to register such
Registrable Securities in such denominations and such names as such
managing underwriters or selling holders may request at least two Business
Days prior to such sale of Registrable Securities;
(j) use its best efforts to cause the disposition of the Registrable
Securities covered by the applicable Registration Statement to be
registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or
the underwriters, if any, to consummate the disposition of such Registrable
Securities, subject to the proviso in clause (h) above;
(k) subject to Section 5(a) hereof, if any fact or event contemplated
by Section 5(c)(4) hereof shall exist or have occurred, prepare a
supplement or post-effective amendment to the Registration Statement or
related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, the Prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the circumstances
under which they were made, not misleading;
(l) if requested by the holders of a majority in aggregate principal
amount of the Registrable Securities or the managing underwriters, if any,
use commercially reasonable efforts to cause the Registrable Securities
covered by a Registration Statement to be rated with such rating agencies
as such holders or managing underwriters may designate;
(m) provide a CUSIP number for all Registrable Securities not later
than the effective date of a Registration Statement covering such
Registrable Securities, and provide the Exchange Note Indenture Trustee
with printed certificates for the Registrable Securities which are in a
form eligible for deposit with The Depository Trust Company;
(n) enter into such agreements (including an underwriting agreement)
and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of such Registrable Securities
pursuant to the Registration Statement contemplated by this Agreement and
in such connection, whether or not an underwriting agreement is entered
into and whether or not the registration is an underwritten registration
(1) make such representations and warranties in a certificate signed on
behalf of the Borrower by (x) the President and (y) the principal financial
officer of the Borrower, to the holders of such Registrable Securities and
the underwriters, if any, in form, substance and scope as are customarily
made by issuers to underwriters in primary underwritten offerings; (2) if
requested by any selling holder, obtain opinions of counsel to the Borrower
and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing underwriters,
if any, and the holders of a majority in principal amount of the
Registrable Securities) addressed to each selling holder and the
underwriters, if any, covering the matters customarily covered in opinions
requested in underwritten offerings and such other matters as may be
reasonably requested by
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such selling holders and underwriters and in any event including a
statement to the effect that such counsel has participated in conferences
with officers and other representatives of the Borrower, representatives of
the independent public accountants for the Borrower; and that such counsel
advises that, on the basis of the foregoing, no facts came to such
counsel's attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any
post-effective amendment thereto became effective, contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus contained in such Registration Statement
as of its date contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; without limiting the foregoing, such counsel may state further
that such counsel assumes no responsibility for, and has not independently
verified, the accuracy, completeness or fairness of the financial
statements, notes and schedules and financial data set forth or referred to
in any Registration Statement contemplated by this Agreement or the related
Prospectus; (3) obtain "comfort" letters and updates thereof from the
Borrower's independent certified public accountants addressed to such
selling holders and underwriters, if any, such letters to be in customary
form and covering matters of the type customarily covered in "comfort"
letters to underwriters in connection with primary underwritten offerings;
(4) if an underwriting agreement is entered into, the same shall set forth
in full the indemnification provisions and procedures of Section 7 hereof
with respect to all parties to be indemnified pursuant to Section 7; and
(5) deliver such documents and certificates as may be requested by the
holders of a majority of the Registrable Securities being sold and the
managing underwriters, if any, to evidence compliance with Section 5(k)
hereof and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Borrower. The above shall
be done at each closing under such underwriting or similar agreement or as
and to the extent required thereunder. If at any time the representations
and warranties of the Borrower set forth in the certificate contemplated in
clause (o)(1) above cease to be true and correct, the Borrower shall so
advise the underwriters, if any, and each selling holder promptly and, if
requested by such Persons, shall confirm such advice in writing;
(o) make available at reasonable times for inspection by the selling
holders of Registrable Securities and any underwriter participating in any
disposition of such Registrable Securities pursuant to a Shelf
Registration, and any attorney or accountant retained by such selling
holders or underwriters, if any, all financial and other records and
pertinent corporate documents of the Borrower, and cause the Borrower's
officers, directors and employees to supply all information reasonably
requested by any such selling holders, underwriter, attorney or accountant
in connection with such Registration Statement or any post-effective
amendment thereto subsequent to the filing thereof and prior to its
effectiveness; provided, however, that the foregoing inspection and
information gathering shall be coordinated on behalf of such selling
holders by the Administrative Agents and on behalf of the other parties by
one counsel designated by and on behalf of such other parties as described
in Section 6 hereof, provided, further, that any records, documents,
properties or information that are designated by the Borrower as
confidential at the time of delivery of such records, documents, properties
or information shall be kept confidential by such person, unless (i) such
records, documents, properties or information are in the public domain or
otherwise publicly available, (ii) disclosure of such records, documents,
properties or information is required by court or administrative order or
(iii) disclosure of such records, documents, properties or information, in
the written
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opinion of counsel to such person, is otherwise required by law (including,
without limitation, pursuant to the requirements of the Securities Act);
(p) otherwise use their respective best efforts to comply with all
applicable rules and regulations of the SEC, and make generally available
to their security holders, with regard to any applicable Registration
Statement, as soon as practicable, a consolidated earnings statement
meeting the requirements of Rule 158 (which need not be audited) covering a
twelve-month period beginning after the effective date of the Registration
Statement (as such term is defined in paragraph (c) of Rule 158 under the
Securities Act);
(q) cause the Exchange Note Indenture to be qualified under the TIA,
and provide an indenture trustee for the Registrable Securities (the
"Exchange Note Indenture Trustee") not later than the effective date of the
first Registration Statement required by this Agreement and, and in
connection therewith, cooperate with the Exchange Note Indenture Trustee
and the holders of the Exchange Notes to effect such changes to the
Exchange Note Indenture as may be required for the Exchange Note Indenture
to be so qualified in accordance with the terms of the TIA and execute, and
use their respective best efforts to cause the Exchange Note Trustee to
execute, all documents as may be required to effect such changes and all
other forms and documents required to be filed with the SEC to enable the
Exchange Note Indenture to be so qualified in a timely manner;
(r) promptly prior to the filing of any document which is to be
incorporated by reference into the Registration Statement or Prospectus,
provide copies of such document to the selling holders of Registrable
Securities covered by such Registration Statement and to the managing
underwriters, if any, make the Borrower's representatives available for
discussion of such document and other customary due diligence matters, and
include such information in such document prior to the filing thereof as
such selling holders or underwriters, if any, may reasonably request;
(s) make appropriate officers of the Borrower available to such
holders and the underwriters, if any, for meetings with prospective
purchasers of the Registrable Securities and prepare and present to
potential investors "road show" material in a manner consistent with other
new issuances of high yield debt securities; provided, however, that the
Borrower shall not be obligated to conduct more that one "road show" in any
90-day period; and
(t) provide promptly to each holder, upon request, each document
filed with the SEC pursuant to the requirements of Section 13 or Section
15(d) of the Exchange Act.
Each holder of Registrable Securities agrees by acceptance of such
Registrable Securities that, upon receipt of any notice referred to in Section
5(a) hereof or any notice from the Borrower of the existence of any fact or
event of the kind described in Section 5(c)(4) hereof (in each case, a
"Suspension Notice"), such holder will forthwith discontinue disposition of
Registrable Securities pursuant to the applicable Registration Statement until
(i) such holder has received copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof, or (ii) such holder is advised in writing
by the Borrower that the use of such Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by
reference in such Prospectus, (in each case, the "Recommencement Date"). Each
holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
holder's possession that have been replaced by the Borrower with more recently
dated Prospectuses or (ii) deliver
Registration Rights Agreement Page 10
to the Borrower (at the Borrower's expense) all copies, other than permanent
file copies, then in such holder's possession of the Prospectus covering such
Registrable Securities that was current at the time of receipt of the Suspension
Notice. The time period regarding the effectiveness of such Registration
Statement set forth in Section 3(a) hereof shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the Recommencement Date.
(6) Registration Expenses.
---------------------
(a) All expenses incident to the Borrower's performance of or
compliance with this Agreement will be borne by the Borrower, regardless of
whether a Registration Statement becomes effective, including without
limitation, (i) all registration and filing fees and expenses, fees and
expenses associated with filings required to be made with the NASD
(including, if applicable, the fees and expenses of any "qualified
independent underwriter" and their counsel as may be required by the rules
and regulations of the NASD); (ii) all fees and expenses of compliance with
federal securities and state Blue Sky laws or securities laws (including
fees and disbursements of counsel for the underwriters or selling holders
in connection with Blue Sky qualifications of the Registrable Securities
and determination of their eligibility for investment under the laws of
such jurisdictions as the managing underwriters or holders of a majority in
aggregate principal amount of the Registrable Securities being sold may
designate); (iii) all expenses of printing (including printing certificates
for the Registrable Securities in a form eligible for deposit with The
Depository Trust Company and of printing Prospectuses), messenger and
delivery services and telephone; (iv) all reasonable fees and disbursements
of counsel for the Borrower and for the sellers of the Registrable
Securities (subject to the provisions of Section 6(b) hereof); (v) all fees
and disbursements of independent certified public accountants of the
Borrower (including the expenses of any special audit and "comfort" letters
required by or incident to such performance), and of underwriters
(excluding discounts, commissions or fees of underwriters, selling brokers,
dealer managers or similar securities industry professionals relating to
the distribution of the Registrable Securities or legal expenses of any
Person other than the Borrower and the selling holders); (vi) all "road
show" travel and other expenses incurred in connection with the marketing
and sale of the Registrable Securities; (vii) all fees and expenses in
connection with the rating of the Registrable Securities by rating
agencies, if any; and (viii) all application and filing fees in connection
with listing the Registrable Securities on a national securities exchange
or automated quotation system pursuant to the requirements hereof; (all
such expenses being herein called "Registration Expenses").
The Borrower will, in any event, bear its own internal expenses
(including, without limitation, all salaries and expenses of their
respective officers and employees performing legal or accounting duties),
the expense of any annual audit and fees and expenses of any Person,
including special experts, retained by the Borrower.
(b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Shelf Registration), the
Borrower will reimburse the selling holders of Registrable Securities being
registered in such registration for the reasonable fees and disbursements
of not more than one counsel who shall be Xxxxxx & Xxxxxxx unless another
firm shall be chosen by the selling holders of a majority in principal
amount of Registrable Securities for whose benefit such Registration
Statement is being prepared.
Registration Rights Agreement Page 11
(c) Each holder of Registrable Securities will pay all underwriting
discounts, if any, and commissions and transfer taxes, if any, relating to the
sale or disposition of such holder's Registrable Securities.
(7) Indemnification.
---------------
(a) The Borrower agrees to indemnify and hold harmless each holder of
Registrable Securities to be included in such registration and each person
who participates as a placement or sales agent or as an underwriter in any
offering or sale of such Registrable Securities, (any such person may
hereinafter be referred to as an "Indemnified Holder"), against any losses,
claims, damages or liabilities to which such Indemnified Holder may become
subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement, preliminary
prospectus or Prospectus (or any amendment or supplement thereto), or arise
out of or are based upon the omission or alleged omission to state therein
a material fact necessary to make the statements therein not misleading,
and will reimburse each Indemnified Holder for any legal or other expenses
reasonably incurred by such Indemnified Holder in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Borrower shall not be liable in any
such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or
supplement thereto), in reliance upon and in conformity with written
information furnished to the Borrower by any Indemnified Holder expressly
for use therein.
(b) Each Indemnified Holder will indemnify and hold harmless the
Borrower against any losses, claims, damages or liabilities to which the
Borrower may become subject, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or
supplement thereto), or arise out of or are based upon the omission or
alleged omission to state therein a material fact or necessary to make the
statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement
thereto), in reliance upon and in conformity with written information
furnished to the Borrower by such Indemnified Holder expressly for use
therein; and will reimburse the Borrower for any legal or other expenses
reasonably incurred by the Borrower in connection with investigating or
defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with
Registration Rights Agreement Page 12
counsel satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party under such subsection
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the
defense thereof unless (i) the employment of such counsel shall have been
specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such action
or employ counsel reasonably satisfactory to the indemnified party or (iii)
the named parties to any such action (including any impleaded parties)
include both the indemnified party and the indemnifying party, and the
indemnified party shall have been advised by such counsel that there may be
one or more legal defenses available to it which are different from or
additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such
action on behalf of the indemnified party). In any such case, the
indemnifying party shall not, in connection with any one action or separate
but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for
the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all indemnified parties and all such
fees and expenses shall be reimbursed as they are incurred. Such firm
shall be designated in writing by holders of a majority in aggregate
principal amount of Registrable Securities in the case of the parties
indemnified pursuant to Section 7(a), and by the Borrower in the case of
parties indemnified pursuant to Section 7(b). No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement
or compromise of, or consent to the entry of any judgment with respect to,
any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to, or
an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party. No indemnifying party shall be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the
consent of the indemnifying party or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify
and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment.
(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Borrower on
the one hand and the Indemnified Holders on the other from the sale of the
Registrable Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Borrower on the one hand and the Indemnified Holders on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as
any other relevant equitable
Registration Rights Agreement Page 13
considerations. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Borrower on the one hand or the
Indemnified Holders on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Borrower and the Indemnified Holders agree that
it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the
Indemnified Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Indemnified Holder shall be required
to contribute any amount in excess of the amount by which the total amount
received by such Indemnified Holder with respect to its sale of Registrable
Securities pursuant to a Registration Statement exceeds the sum of the (i)
amount paid by such Indemnified Holder for such Registrable Security and
(ii) amount of any damages which such Indemnified Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The holders' and any underwriter's
obligations in this subsection (d) to contribute are several in proportion
to the respective principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.
(e) The obligations of the Borrower under this Section 7 shall be in
addition to any liability which the Borrower may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Indemnified Holder within the meaning of the Securities Act;
and the obligations of the Indemnified Holders under this Section 7 shall
be in addition to any liability which the respective Indemnified Holders
may otherwise have and shall extend, upon the same terms and conditions, to
each officer and director of the Borrower and to each person, if any, who
controls the Borrower within the meaning of the Securities Act.
8. Rule 144.
--------
The Borrower covenants for so long as any Registrable Securities remain
outstanding that it will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
SEC thereunder (or, if any of them is not required to file such reports, the
applicable party will, upon the request of any holder of Registrable Securities
make publicly available other information so long as necessary to permit sales
pursuant to Rule 144 under the Securities Act), and it will take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any holder of Registrable
Securities, the Borrower will deliver to such holder a written statement as to
whether they have complied with such information and filing requirements.
Registration Rights Agreement Page 14
9. Miscellaneous.
-------------
(a) Remedies. Each holder of Registrable Securities and Loans, in
--------
addition to being entitled to exercise all rights provided herein, in the
Exchange Note Indenture or granted by law, including recovery of damages,
in connection with the breach by the Borrower of their obligations to
register the Registrable Securities will be entitled to specific
performance of its rights under this Agreement. The Borrower acknowledges
and agrees that monetary damages (including the Liquidated Damages
contemplated hereby) would not be adequate compensation for any loss
incurred by reason of a breach by any of them of the provisions of this
Agreement and each agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.
(b) No Inconsistent Agreements. The Borrower will not on or after
--------------------------
the date of this Agreement enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The Borrower has not previously entered into, any
agreement with respect to its securities granting any registration rights
to any Person other than the Registration Rights Agreement entered into
pursuant to the sale of the Senior Exchangeable Preferred Stock. The
rights granted to the holders of Registrable Securities hereunder do not in
any way conflict with and are not inconsistent with the rights granted to
the holders of the Borrower's respective securities under any other
agreements.
(c) Amendments and Waivers. The provisions of this Agreement may not
----------------------
be amended, modified or supplemented, and waivers or consents to departures
from the provisions of this Agreement may not be given unless (i) in the
case of Section 3(c) and this Section 9(c)(i), the Borrower has obtained
the written consent of the holders of all of the outstanding (x)
Registrable Securities and (y) Loans (excluding Registrable Securities held
by the Borrower or one of its affiliates) and (ii) in the case of all other
provisions hereof, the Borrower has obtained the written consent of holders
of majority of the outstanding principal amount of the (x) Registrable
Securities and (y) Loans (excluding Registrable Securities held by the
Borrower or one of its affiliates).
(d) Third Party Beneficiary. The holders of Registrable Securities
-----------------------
shall be third party beneficiaries to the agreements made hereunder between
the Borrower, on the one hand, and the Arrangers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they
may deem such enforcement necessary or advisable to protect its rights or
the rights of holders hereunder.
(e) Notices. All notices and other communications provided for or
-------
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, facsimile or air courier guaranteeing overnight delivery:
(i) if to a holder of Registrable Securities, at the most
current address given by such holder to the Borrower in accordance
with the provisions of this Section 9(e), which address initially is,
with respect to the Arrangers to them at the address set forth in the
Term Loan Agreement, with a copy to Xxxxxx & Xxxxxxx, 000 Xxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxx X.
Xxxxxxxxx, Esq.; and
(ii) if to the Borrower, initially to them at the address set
forth in the Term
Registration Rights Agreement Page 15
Loan Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 9(e), with
a copy to Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attn.: Xxxxxxx X. Xxxxx, Esq.
All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
receipt acknowledged, if delivered by facsimile; and on the next Business
Day if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Exchange Note
Indenture Trustee at the address specified in the Exchange Note Indenture.
(f) Successors and Assigns. This Agreement shall inure to the
----------------------
benefit of and be binding upon the successors and assigns of each of the
parties hereto, including without limitation and without the need for an
express assignment, all subsequent holders of Registrable Securities or
Loans; provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in
violation of the terms hereof or the Exchange Note Indenture. If any
transferee of any holder shall acquire Registrable Securities in any
manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and
by taking and holding such Registrable Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and such Person shall be entitled to
receive the benefits hereof.
(g) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for convenience of
--------
reference only and shall not limit or otherwise affect the meaning hereof.
(i) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
---------------------------------------------------------------
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW RULES
THEREOF. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION
OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF
ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
Registration Rights Agreement Page 16
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
(j) Severability. In the event that any one or more of the
------------
provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of any such
provision in such jurisdiction in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
Registration Rights Agreement Page 17
(k) Entire Agreement. This Agreement is intended by the parties as a
----------------
final expression of their agreement with respect to the subject matter
contained herein and intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the
subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Borrower with
respect to the securities sold pursuant to the Term Loan Agreement. This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
Registration Rights Agreement Page 18
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ Xxxxxxx X. Xxxxx, III
---------------------------------
Name: Xxxxxxx X. Xxxxx, III
Title: Executive Vice President and
Chief Financial Officer
Registration Rights Agreement Page 19
ARRANGERS:
Xxxxxxx Xxxxx Credit Partners L.P.
By: Xxxxxxx, Sachs & Co.
By: /s/ Xxxxxxx X. Xxxx
----------------------------------------------
(Authorized Signatory)
Salomon Brothers Holding Company Inc.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------------
(Authorized Signatory)
Credit Suisse First Boston
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------------
(Authorized Signatory)
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------------
(Authorized Signatory)
Registration Rights Agreement Page 20
