XXXX ATLANTIC MOBILE, INC.
000 XXXXXXXXXX XXXXXX XXXX
XXXXXXXXXX, XX 00000
May 1, 2003
Crown Atlantic Holding Company LLC
CCA Investment Corp.
Crown Castle International Corp.
c/o Crown Castle International Corp.
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxx
President and Chief Executive Officer
Re: REDEMPTION AGREEMENT DATED AS OF MAY 1, 0000 XXXXXXX XXXXX XXXXXXXX
HOLDING COMPANY LLC AND XXXX ATLANTIC MOBILE, INC.
Gentlemen/Ladies:
Pursuant to the Formation Agreement dated December 8, 1998, as amended (the
"Formation Agreement"), relating to the formation of Crown Atlantic Company LLC,
Crown Atlantic Holding Sub LLC and Crown Atlantic Holding Company LLC, Crown
Castle International Corp., a Delaware corporation ("Bidder") granted to Cellco
Partnership, a Delaware general partnership ("Cellco"), and Cellco's successors
and assigns, certain registration rights set forth in Exhibit 9.8 to the
Formation Agreement. Pursuant to the provisions of the Redemption Agreement
dated May 1, 2003 (the "Redemption Agreement") between Crown Atlantic Holding
Company LLC, a Delaware limited liability company (the "Company"), and Xxxx
Atlantic Mobile, Inc., a Delaware corporation ("BAM"), the Company agreed to
redeem on the terms specified therein the Percentage Interest and Membership
Interest in the Company held by BAM in consideration of the transfer to BAM by
the Company of the CCIC Shares (which include the Bidder Contributed Shares).
All capitalized terms that are used in this letter agreement but not defined
herein shall have the respective meanings given to them in the Redemption
Agreement and, if not defined therein, shall have the respective meanings given
to them in the Formation Agreement, including Exhibit 9.8 thereto.
This letter agreement is written to amend the obligations of Bidder to register
under the Securities Act the Registrable Shares, including (without limitation)
the CCIC Shares, which will be held by BAM upon consummation of the transactions
contemplated by the Redemption Agreement.
In this regard, by executing this letter agreement in the appropriate spaces
provided below, (i) each of the Company and Bidder shall hereby acknowledge its
agreement with the terms of this
Crown Atlantic Holding Company LLC
CCA Investment Corp.
Crown Castle International Corp.
c/o Crown Castle International Corp.
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letter agreement, (ii) Bidder Member shall hereby acknowledge its consent to the
matters contemplated by this letter agreement and (iii) Bidder shall further
hereby acknowledge its agreement to perform its obligations under Exhibit 9.8 to
the Formation Agreement as such obligations may be amended by the terms of this
letter agreement, each of the foregoing as follows:
1. As modified by this letter agreement, the provisions of the Formation
Agreement, including (without limitation) Exhibit 9.8 thereto, are and
shall remain in full force and effect. Accordingly, except as stated
herein, this letter agreement shall have no effect on the registration
rights and obligations of the applicable parties set forth in Exhibit 9.8
to the Formation Agreement.
2. As the successor in interest to Cellco in respect of the Redeemed
Interest, BAM shall accede to all rights and benefits conferred upon
Cellco under Exhibit 9.8 to the Formation Agreement (as modified by this
letter agreement) in respect of the CCIC Shares assigned and transferred
to BAM by the Company pursuant to the Redemption Agreement in
consideration of the Redeemed Interest.
3. The term "Registrable Shares" shall include the CCIC Shares (which include
the Bidder Contributed Shares).
4. Upon consummation of the transactions contemplated by the Redemption
Agreement, there will be no holders of Registrable Shares other than BAM.
BAM shall have the right to transfer all or part of the CCIC Shares (which
include the Bidder Contributed Shares) to one or more of its affiliates.
In addition, each holder of Registrable Shares shall have the right to
sell or otherwise transfer to one or more non-affiliated Persons all or a
portion of such holder's Registrable Shares in one or more transactions at
any time and from time to time. The rights of BAM under Exhibit 9.8 to the
Formation Agreement shall inure to the benefit of each transferee
(including, without limitation, transferees that are and are not
affiliates of BAM) that is the holder, and each group of transferees
(comprised of any mix of BAM, transferees that are affiliates of BAM, and
transferees that are not affiliates of BAM) that collectively are the
holders, of 2,000,000 or more Registrable Shares. Further, the rights of
BAM under Exhibit 9.8 to the Formation Agreement shall inure to the
benefit of each transferee that is an affiliate of BAM that is the holder
of less than 2,000,000 Registrable Shares provided that, in exercising any
such rights or availing itself of the benefit of any such rights, such
transferee shall be obligated to include the balance of the Registrable
Shares held by such transferee.
5. Section 3(a) of Exhibit 9.8 to the Formation Agreement is hereby revised
and restated in its entirety as follows:
The holders of at least half of the Registrable Shares at any time
after the date of the Agreement and prior to the time Bidder is
eligible to file a registration
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CCA Investment Corp.
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c/o Crown Castle International Corp.
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statement on Form S-3 or similar short-form registration, may
request Bidder to register under the Securities Act all or a portion
of the Registrable Shares held by them for sale in the manner
specified in such notice, provided that, subject to Section 3(c), no
such request may be may made more than once every nine months.
Notwithstanding anything to the contrary herein, no request may be
made under this Section 3 within 90 days after the effective date of
a registration statement filed by Bidder covering a firm commitment
underwritten public offering in which the holders of Registrable
Shares shall have been entitled to join pursuant to Section 2 and in
which there shall have been effectively registered all Registrable
Shares as to which registration shall have been requested.
Notwithstanding the foregoing, in the event Bidder is entitled to
use Form S-3 or similar short-form registration but later is unable
to do so, then the holders shall be eligible to exercise their
demand rights under this Section 3(a) until such time as Bidder is
again entitled to use Form S-3 or similar short-form registration.
6. Bidder and the Company hereby represent and warrant to BAM as of the date
of this letter agreement that (a) Bidder meets the eligibility
requirements for the use of Form S-3 set forth in General Instruction I.A.
to Form S-3 under the Securities Act and (b) registration under the
Securities Act of the sale of the Registrable Securities by the holders
thereof meets the transaction requirements for the use of Form S-3 set
forth in General Instruction I.B.3. to Form S-3 under the Securities Act.
Bidder and the Company hereby represent and warrant to BAM that as of the
date of this letter agreement neither Bidder nor the Company is aware of
any reason why the representations and warranties in the preceding
sentence will not continue to be true as of the dates that Bidder files
the Designated Registration Statement (defined below) with the SEC and the
Designated Registration Statement becomes effective.
7. Section 4(a) of Exhibit 9.8 to the Formation Agreement is hereby revised
and restated in its entirety as follows:
The holders of Registrable Shares may request at any time that
Bidder file a registration statement on Form S-3 or any successor
form thereto for a public offering of all or a portion of the
Registrable Shares, provided that Bidder is a registrant entitled to
use Form S-3 or any successor thereto to register such Registrable
Shares. Promptly following receipt of any notice under this Section
4, Bidder shall use its best efforts to register under the
Securities Act on Form S-3 or any successor form thereto, for public
sale in accordance with the method of disposition specified in such
notice, the number of shares of Registrable Shares specified in such
notice. Whenever Bidder is required by this Section 4 to use its
best efforts to effect the registration of Registrable Shares, each
of the procedures and requirements of Sections 4 and 5 shall apply
to such registration.
8. Section 4(b) of Exhibit 9.8 to the Formation Agreement is hereby revised
and restated in its entirety as follows:
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CCA Investment Corp.
Crown Castle International Corp.
c/o Crown Castle International Corp.
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Bidder shall be entitled to include in any registration statement
referred to in this Section 4, for sale in accordance with the
method of disposition specified by the requesting holders, shares of
Bidder's securities to be sold by any person (other than Bidder)
having registration rights with respect to Bidder's securities
entitling such person as of the date of this letter agreement to
have its shares of Bidder's securities so registered, except as and
to the extent that, in the opinion of the managing underwriter (if
such method of disposition shall be an underwritten public
offering), such inclusion would adversely affect the marketing of
the Registrable Shares to be sold, in which case, the number of
shares to be sold shall be reduced as follows: First, the shares of
Bidder's securities requested to be registered by shareholders with
"piggyback" or similar registration rights entitling such
shareholders, prior to the date of this letter agreement, to have
their shares of Bidder's securities so registered (other than any
holder of Registrable Shares making demand for its shares of
Bidder's securities to be so included in such registration
statement) shall be reduced at the direction of Bidder in accordance
with the opinions of the underwriters participating in the public
offering. In the event the number of shares requested to be
registered after such reduction shall still be in excess of the
number of shares recommended to be registered by the underwriters,
then the number of shares shall be reduced among the requesting
Stockholders (if and only to the extent that such Stockholders have
the right to make such request on the date of this letter agreement)
in accordance with Article IV of the Stockholders Agreement. In the
event that the number of shares requested to be registered after
such reduction shall still be in excess of the number of shares
requested to be registered by the underwriters, then the number of
shares of Registrable Shares shall be reduced pro rata according to
the number of shares requested by each such holder to be registered.
9. The language contained in Section 5(i) of Exhibit 9.8 to the Formation
Agreement that states, "for one hundred and eighty (180) days," is hereby
deleted and replaced in its entirety with "until all Registrable Shares
included in such registration statement have been sold in one or more of
transactions of the type contemplated by such registration statement,
provided, the requirement shall terminate upon the Registrable Shares
becoming eligible for disposition pursuant to Rule 144 of the Securities
Act of 1933, as amended, so long as all of the Registrable Shares held by
each holder may be sold during one calendar quarter pursuant to such Rule
144."
10. BAM agrees to limit its sales of Registrable Shares pursuant to an
effective registration statement to 300,000 shares (subject to adjustment
below) on any trading day, plus for such trading day any additional
Registrable Shares sold by BAM in one or more privately negotiated or
other transactions not involving the sale thereof by BAM in the open
market; provided that the aforementioned 300,000-share limitation shall be
increased ratably from time to time (a) upon any stock split, stock
dividend (other than stock dividends relating to
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CCA Investment Corp.
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c/o Crown Castle International Corp.
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existing preferred shares), distribution, reorganization, merger,
consolidation, consideration, exchange, recapitalization or other similar
event occurring following the date of this letter agreement and (b) upon
any subsequent issuance of shares of common stock of Bidder.
Notwithstanding the above, the 300,000 share per trading day limitation shall
increase as follows:
(i) to 400,000 shares per day if the Designated Registration
Statement is declared effective after August 1, 2003;
(ii) to 500,000 shares per day if the Designated Registration
Statement is declared effective after September 1, 2003; and
(iii) to an unlimited number if the Designated Registration
Statement is declared effective after September 15, 2003.
11. In addition to the foregoing, this letter shall serve as a request by BAM,
as a holder of Registrable Shares, in accordance with Section 4 of Exhibit
9.8 to the Formation Agreement that Bidder file a registration statement
(the "Designated Registration Statement") on Form S-3 to register for sale
in one or more public, private, negotiated and other transactions from
time to time all of the Registrable Shares held by BAM upon the
consummation of the transactions contemplated by the Redemption Agreement.
Additional information contemplated by such Section 4 shall be provided to
Bidder under separate cover. Bidder hereby agrees that it shall prepare
and file the Designated Registration Statement with the SEC as soon as
practicable but in no event later than July 1, 2003.
12. Anything to the contrary notwithstanding, nothing herein or in the
Formation Agreement, including (without limitation) Exhibit 9.8 thereto,
shall be deemed to limit or restrict in any manner any other rights or
remedies that any party may have against any other party at law, in equity
or otherwise, in connection with the failure of the other party to perform
its obligations under this Agreement or to observe the provisions of this
Agreement. No such right or remedy pursued by a party is intended to be
exclusive of any other such right or remedy, and each and every such right
and remedy available to a party shall be cumulative and shall be in
addition to such other rights and remedies available to such party.
13. Each of Bidder and the Company hereby represents and warrants to BAM, and
BAM hereby represents to Bidder and the Company, that this letter
agreement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, except as such enforceability may be
limited by the effects of bankruptcy, insolvency, fraudulent conveyance
and similar laws affecting the rights and remedies of creditors generally
and general principles of equity.
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Crown Atlantic Holding Company LLC
CCA Investment Corp.
Crown Castle International Corp.
c/o Crown Castle International Corp.
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Please execute one copy of this letter agreement in the appropriate space below
and return the executed copy to the undersigned.
Sincerely,
XXXX ATLANTIC MOBILE, INC.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President and Assistant Secretary
The undersigned hereby acknowledges its agreement with the terms of this letter
agreement.
CROWN ATLANTIC HOLDING COMPANY LLC
By: /s/ W. Xxxxxxxx Xxxxxxxx Date: May ___, 2003
---------------------------------------------
Name: W. Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
The undersigned hereby acknowledges its consent to the matters contemplated by
this letter agreement.
CCA INVESTMENT CORP.
By: /s/ W. Xxxxxxxx Xxxxxxxx Date: May ___, 2003
---------------------------------------------
Name: W. Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
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Crown Atlantic Holding Company LLC
CCA Investment Corp.
Crown Castle International Corp.
c/o Crown Castle International Corp.
Page 7
The undersigned hereby acknowledges its agreement with the terms of this letter
agreement, and further agrees to perform its obligations under Exhibit 9.8 of
the Formation Agreement as such obligations may be amended by the terms of this
letter agreement.
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ W. Xxxxxxxx Xxxxxxxx Date: May __, 2003
---------------------------------------------
Name: W. Xxxxxxxx Xxxxxxxx
Title: Senior Vice President
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