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CONFORMED COPY
CROWN CASTLE INTERNATIONAL CORP.
COMMON STOCK
UNDERWRITING AGREEMENT
June 5, 2000
Salomon Smith Barney Inc.,
Goldman, Sachs & Co.,
As representatives (the "Representatives")
of the several Underwriters
named in Schedule I hereto,
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York
Ladies and Gentlemen:
The stockholder of Crown Castle International Corp., a Delaware
corporation (the "Company"), named in Schedule II hereto (the "Selling
Stockholder") proposes, subject to the terms and conditions stated herein, to
sell to the Underwriters named in Schedule I hereto (the "Underwriters") an
aggregate of 24,942,360 shares (the "Shares") of the Company's Common Stock, par
value $.01 per share ("Stock"). This is to confirm the agreement concerning the
purchase by the Underwriters of the Shares from the Selling Stockholder.
1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(i) A registration statement on Form S-3 (File No. 333-37354)
(as amended by each pre-effective amendment thereto, the "Initial
Registration Statement") in respect of the Shares has been filed with
the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each
in the form heretofore delivered to you, and, excluding exhibits
thereto but including all documents incorporated by reference in the
prospectus contained therein, to you for each of the other
Underwriters, have been declared effective by the Commission in such
form; other than a registration statement, if any, increasing the size
of the offering (a "Rule 462(b) Registration Statement"), filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Act"), which became effective upon filing, no other document with
respect to the Initial Registration Statement or document incorporated
by reference therein has heretofore been filed with the Commission; and
no stop order suspending the effectiveness of the Initial Registration
Statement, any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding for
that purpose has been initiated or threatened by the Commission; the
various parts of the Initial Registration Statement and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and
including (i) the information contained in the form of prospectus
supplement filed with the Commission pursuant to Rule 424(b) under the
Act in accordance with Section 5(a) hereof (the "Prospectus
Supplement")
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and (ii) the documents incorporated by reference in the prospectus
contained in the Initial Registration Statement at the time such part
of the Initial Registration Statement became effective, each as amended
at the time such part of the Initial Registration Statement became
effective or such part of the Rule 462(b) Registration Statement, if
any, became or hereafter becomes effective, are hereinafter
collectively called the "Registration Statement"; such prospectus, as
supplemented by the Prospectus Supplement, in the form first filed
pursuant to Rule 424(b) under the Act, is hereinafter called the
"Prospectus"; any reference herein to the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Act, as of the date of the
Prospectus Supplement, under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and incorporated by reference in the
Prospectus; any reference to any amendment or supplement to the
Prospectus shall be deemed to refer to and include any documents filed
after the date of the Prospectus, as the case may be under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Prospectus; and any reference to any
amendment to the Registration Statement shall be deemed to refer to and
include any annual report of the Company filed pursuant to Section
13(a) or 15(d) of the Exchange Act after the effective date of the
Initial Registration Statement that is incorporated by reference in the
Registration Statement;
(ii) No order preventing or suspending the use of the
Prospectus has been issued by the Commission, and the Prospectus, at
any time of filing thereof, conformed in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder, and did not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter
through Salomon Smith Barney Inc. ("SSB") expressly for use therein or
by a stockholder of the Company expressly for use in the preparation of
the answers therein to Item 7 of Form S-3;
(iii) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to
the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder, and none of such
documents 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; and any further documents
so filed and incorporated by reference in the Prospectus or any further
amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter
through SSB expressly for use therein, or by the Selling Stockholder
expressly for use therein;
(iv) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration Statement
or the Prospectus will conform, in all material respects to the
requirements of the Act and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date
as to the
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Registration Statement and any amendment thereto and as of the
applicable filing date as to the Prospectus and any amendment or
supplement thereto, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter
through SSB expressly for use therein or by a stockholder of the
Company expressly for use in the preparation of the answers therein to
Item 7 of Form S-3;
(v) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the
capital stock or long-term debt of the Company or any of its
subsidiaries or any material adverse change, or any development
involving a prospective material adverse change, except such as are
described in the Prospectus or such as would not be reasonably
expected, in the aggregate, to result in a material adverse effect on
the condition (financial or other), business, prospects, properties or
results of operations of the Company and its "significant subsidiaries"
as defined in Rule 405 of the rules and regulations of the Commission
promulgated under the Act, taken as a whole ("Material Adverse
Effect");
(vi) The Company and its subsidiaries have good and marketable
title to all real property and good and marketable title to all
personal property owned by them, in each case free and clear of all
liens, encumbrances and defects except such as are described in the
Prospectus; and any real property and buildings held under lease by the
Company and its subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as would not be reasonably
expected, in the aggregate, to result in a Material Adverse Effect;
(vii) The Company is a corporation duly incorporated and
validly existing and in good standing under the laws of the State of
Delaware with all requisite corporate power and authority to own, lease
and operate its properties and to conduct its business as described in
the Prospectus, and is duly registered and qualified to conduct its
business and is in good standing in each jurisdiction or place where
the nature of its properties or the conduct of its business requires
such registration or qualification, except where the failure so to
register or qualify or to be in good standing would not have a Material
Adverse Effect; and each subsidiary of the Company has been duly
incorporated and is validly existing as a corporation (or in the case
of each of Crown Atlantic Holding Company LLC, ("Crown Atlantic
Holdings"), Crown Castle Atlantic LLC ("Crown Atlantic LLC"), Crown
Atlantic Company LLC ("Crown Atlantic"), Crown Atlantic Company II LLC,
Crown Castle GT Holding Company LLC, Crown Castle GT Holding Sub LLC,
Crown Castle GT Company LLC, as a limited liability company) in good
standing under the laws of its jurisdiction of incorporation;
(viii) None of the subsidiaries of the Company (other than
Crown Castle Operating Company, Crown Communication Inc. ("CCI"), Crown
Castle PT Inc., Crown Castle South Inc., Crown Castle GT Corp., Crown
Castle GT Holding Company LLC, Crown Castle GT Holding Sub LLC, Crown
Castle GT Company LLC, Crown Castle UK Holding Corp., Crown Castle UK
Holdings Limited f/k/a Castle Transmission Services (Holdings) Ltd.
("CTSH"),
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Crown Castle UK Limited f/k/a Castle Transmission International Ltd.
("CTI"), Crown Castle Investment Corp. ("CC Investment"), Crown Castle
Investment Corp. II ("CC Investment II"), CCA Investment Corp.
("CCAIC"), Crown Atlantic Holding Company LLC, Crown Castle Atlantic
LLC, Crown Atlantic Company LLC, Crown Atlantic Company II LLC, (each a
"Significant Subsidiary" and, collectively, the "Significant
Subsidiaries")) is a "significant subsidiary," as such term is defined
in Rule 405 of the rules and regulations under the Act;
(ix) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued, are fully
paid and non-assessable and conform to the description of the Stock
contained in the Prospectus; and all of the issued shares of capital
stock of each subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and (except
for directors' qualifying shares and except as set forth in the
Prospectus) are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims, except as set
forth in the Prospectus;
(x) The compliance by the Company with all of the provisions
of this Agreement and the consummation of the transactions herein
contemplated by the Company will not conflict with or result in a
breach or violation of any of the terms or provisions of, or (with the
giving of notice or the lapse of time or both) constitute a default
under, (A) any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, (B) the provisions of
the charter, by-laws or other constitutive documents of the Company or
any of its subsidiaries or (C) any statute or any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of
their properties or assets except in the cases of clause (A) or (C),
such breaches, violations or defaults that in the aggregate would not
have a Material Adverse Effect; and no consent, approval,
authorization, order, registration or qualification of or with any such
court or governmental agency or body is required for the consummation
by the Company of the transactions contemplated by this Agreement,
except (A) the registration under the Act of the Shares and (B) such
consents, approvals, authorizations, registrations or qualifications as
(1) may be required under the Exchange Act and applicable state or
foreign securities laws in connection with the purchase and
distribution of the Shares by the Underwriters, (2) as may have already
been obtained or made and (3) the failure to obtain or make would not,
individually or in the aggregate, have a Material Adverse Effect;
(xi) Neither the Company nor any of its subsidiaries (A) is in
violation of its charter, by-laws or other constitutive documents, (B)
is in default in any material respect, and no event has occurred which,
with notice or lapse of time or both, would constitute such a default,
in the due performance or observance of any term, covenant or condition
contained in any material indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which it is a party or by
which it is bound or to which any of its properties or assets is
subject or (C) is in violation in any material respect of any law,
ordinance, governmental rule, regulation or court decree to which it or
its property or assets may be subject or has failed to obtain any
material license, permit, certificate, franchise or other governmental
authorization or permit necessary to the ownership of its property or
to the conduct of its business, except for, in the cases of clause (B)
or (C), such defaults, violations or failures to obtain that in the
aggregate would not have a Material Adverse Effect;
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(xii) The statements set forth in the Prospectus under the
caption "Description of Capital Stock", insofar as they purport to
constitute a summary of the terms of the Stock, and under the caption
"Plan of Distribution", insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate,
complete and fair;
(xiii) Other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would individually
or in the aggregate have a Material Adverse Effect; and, to the best of
the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
(xiv) The Company is not and, after giving effect to the
offering and sale of the Shares, will not be an "investment company",
as such term is defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act");
(xv) Neither the Company nor any of its affiliates does
business with the government of Cuba or with any person or affiliate
located in Cuba within the meaning of Section 517.075, Florida
Statutes;
(xvi) KPMG LLP, who have certified certain financial
statements of the Company and its subsidiaries are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder;
(xvii) This Agreement has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and
delivery by the Underwriters, constitutes the valid and binding
agreement of the Company, enforceable against the Company in accordance
with its terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws
affecting creditors' rights generally from time to time in effect and
to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing,
regardless of whether in a proceeding in equity or at law);
(xviii) Except as described in the Prospectus, there are no
contracts, agreements or understandings between the Company or any of
its subsidiaries and any person granting such person the right to
require the Company or any of its subsidiaries to file a registration
statement under the Act with respect to any securities of the Company
and its subsidiaries owned or to be owned by such person or to require
the Company or any of its subsidiaries to include such securities in
the securities registered pursuant to the Registration Statement or in
any securities being registered pursuant to any other registration
statement filed by the Company or any of its subsidiaries under the
Act;
(xix) Except (a) as described in the Prospectus, (b) in
connection with dividends paid in lieu of cash in the form of Stock to
holders of preferred stock of the Company that is issued and
outstanding as of the date hereof and (c) in connection with issuances
of Stock required under joint venture, tower acquisition or similar
agreements of the Company existing as of the date hereof, the Company
has not sold or issued any shares of Stock during the six-month period
preceding the date of the Prospectus, including any sales pursuant to
Rule 144A under, or Regulation D or Regulation S of, the Act other than
shares issued pursuant to employee benefit
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plans or other employee compensation plans or pursuant to outstanding
options, rights or warrants;
(xx) The consolidated historical and pro forma financial
statements, together with the related notes thereto, filed as part of
the Registration Statement or included in the Prospectus or a document
incorporated by reference therein comply as to form in all material
respects with the applicable requirements of Regulation S-X under the
Act. Such historical financial statements fairly present the financial
position of the Company at the respective dates indicated and the
results of operations and cash flows for the respective periods
indicated, in each case in accordance with generally accepted
accounting principles ("GAAP") consistently applied throughout such
periods. Such pro forma financial statements have been prepared on a
basis consistent with such historical statements, except for the pro
forma adjustments specified therein, and give effect to assumptions
made on a reasonable basis and in good faith and present fairly the pro
forma position, results of operations and the other information
purported to be shown therein at the respective dates or for the
respective periods therein specified. The other financial and
statistical information and data filed as part of the Registration
Statement or included in the Prospectus, historical and pro forma, are,
in all material respects, fairly presented and prepared on a basis
consistent with such financial statements and the books and records of
the Company;
(xxi) The Company and each of the Significant Subsidiaries has
such permits, licenses, franchises, certificates of need and other
approvals or authorizations of any governmental or regulatory authority
("Permits"), including, without limitation, any permits required by the
Federal Communications Commission ("FCC"), the Federal Aviation
Administration ("FAA") or the Office of Telecommunications ("OFTEL"),
as are necessary under applicable law to own their respective
properties and to conduct their respective businesses in the manner
described in the Prospectus, except to the extent that the failure to
have such Permits would not have a Material Adverse Effect. The Company
and the Significant Subsidiaries have fulfilled and performed, in all
material respects, all their respective obligations with respect to the
Permits, and no event has occurred which allows, or after notice or
lapse of time would allow, revocation or termination thereof or results
in any other material impairment of the rights of the holder of any
such Permit, subject in each case to such qualification as may be set
forth in the Prospectus and except to the extent that any such
revocation or termination would not have a Material Adverse Effect.
Except as described in the Prospectus, none of the Permits contains any
restriction that has not previously been satisfied and that is
materially burdensome to the Company or any of the Significant
Subsidiaries;
(xxii) For each existing tower of the Company not yet
registered with the FCC where registration will be required, the FCC's
grant of an application for registration of such tower will not have a
significant environmental effect as defined under Section 1.1307(a) of
the FCC's rules;
(xxiii) The consummation of the transactions contemplated by
this Agreement shall not cause any third party to have any rights of
first refusal with respect to the acquisition of towers under any
agreement filed as an exhibit to, or incorporated by reference in, the
Registration Statement (the "Material Agreements") that has not already
been described in the Prospectus as to which the Company and any of the
Significant Subsidiaries or any of their property or assets may be
subject;
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(xxiv) The Company and each of the Significant Subsidiaries
owns or possesses all patents, trademarks, trademark registration,
service marks, service mark registrations, trade names, copyrights,
licenses, inventions, trade secrets and rights described in the
Prospectus as being owned by any of them or necessary for the conduct
of their respective businesses, and neither the Company nor any of the
Significant Subsidiaries is aware of any claim to the contrary or any
challenge by any other person to the rights of the Company or any of
the Significant Subsidiaries with respect to such rights that, if
determined adversely to the Company or any such Significant Subsidiary,
would in the aggregate have a Material Adverse Effect;
(xxv) Neither the Company nor any of its subsidiaries is
involved in any strike, job action or labor dispute with any group of
employees, and, to the knowledge of the Company and the Subsidiaries,
no such action or dispute is threatened;
(xxvi) The Company and each of its subsidiaries are in
compliance in all material respects with all presently applicable
provisions of the Employee Retirement Income Security Act of 1974, as
amended, including the regulations and published interpretations
thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has
occurred with respect to any "pension plan" (as defined in ERISA) for
which the Company would have any liability; the Company has not
incurred and does not expect to incur liability under (i) Title IV of
ERISA with respect to termination of, or withdrawal from, any "pension
plan" or (ii) Sections 412 or 4971 of the Internal Revenue Code of
1986, as amended, including the regulations and published
interpretations thereunder (the "Code"); and each "pension plan" for
which the Company would have any liability that is intended to be
qualified under Section 401(a) of the Code is so qualified in all
material respects and nothing has occurred, whether by action or by
failure to act, which would cause the loss of such qualification;
(xxvii) The Company and each of its subsidiaries have filed
all federal, state and local income and franchise tax returns required
to be filed through the date hereof and have paid all taxes due
thereon, and no tax deficiency has been determined adversely to the
Company or any of its subsidiaries nor does the Company or any of its
subsidiaries have any knowledge of any tax deficiency which, if
determined adversely to the Company or any of its subsidiaries, would
have a Material Adverse Effect;
(xxviii) Since the date as of which information is given in
the Prospectus through the date hereof, and except (a) as may otherwise
be disclosed in the Registration Statement and (b) dividends paid in
the form of Stock to holders of preferred stock of the Company, the
Company has not (i) issued or granted any securities, (ii) incurred any
liability or obligation, direct or contingent, or entered into any
transaction, in each case not in the ordinary course of business which
is material to the Company and its subsidiaries taken as a whole or
(iii) declared or paid any dividend on its capital stock (excluding
payment in lieu of fractional shares upon conversion of certain senior
preferred convertible stock of the Company);
(xxix) The Company (i) makes and keeps accurate books and
records and (ii) maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (A) transactions are
executed in accordance with management's authorization, (B)
transactions are recorded as necessary to permit preparation of its
financial statements in conformity with GAAP and to maintain
accountability for assets, (C) access to its assets is permitted only
in accordance with management's general or specific authorization and
(D) the reported
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accountability for its assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to
any differences;
(xxx) Neither the Company nor any of its subsidiaries, nor any
director, officer, agent, employee or other person associated with or
acting on behalf of the Company or any of its subsidiaries, has used
any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity; made any
direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; violated or is in
violation of any provision of the Foreign Corrupt Practices Act of
1977; or made any bribe, rebate, payoff, influence payment, kickback or
other unlawful payment;
(xxxi) There has been no storage, disposal, generation,
manufacture, refinement, transportation, handling or treatment of toxic
wastes, medical wastes, hazardous wastes or hazardous substances by the
Company or any of its subsidiaries (or, to the knowledge of the
Company, any of their predecessors in interest) at, upon or from any of
the property now or previously owned or leased by the Company or any of
its subsidiaries in violation of any applicable law, ordinance, rule,
regulation, order, judgment, decree or permit or which would require
remedial action under any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit, except for any violation or remedial
action which would not have, or could not be reasonably likely to have,
singularly or in the aggregate, a Material Adverse Effect; there has
been no material spill, discharge, leak, emission, injection, escape,
dumping or release of any kind onto such property or into the
environment surrounding such property of any toxic wastes, medical
wastes, solid wastes, hazardous wastes or hazardous substances due to
or caused by the Company or any of its subsidiaries or with respect to
which the Company or any of its subsidiaries has knowledge, except for
any such spill, discharge, leak, emission, injection, escape, dumping
or release which would not have or would not be reasonably likely to
have, singularly or in the aggregate, a Material Adverse Effect; and
the terms "hazardous wastes," "toxic wastes," "hazardous substances"
and "medical wastes" shall have the meanings specified in any
applicable local, state, federal and foreign laws or regulations with
respect to environmental protection; and
(xxxii) The Company and each of the Significant Subsidiaries
carry, or are covered by, insurance in such amounts and covering such
risks as is adequate for the conduct of its businesses and the value of
its properties and as is customary for companies engaged in similar
businesses in similar industries.
(b) The Selling Stockholder represents and warrants to, and agrees
with, each of the Underwriters and the Company that:
(i) All consents, approvals, authorizations and orders
necessary for the execution and delivery by the Selling Stockholder of
this Agreement, and for the sale and delivery of the Shares to be sold
by the Selling Stockholder hereunder, have been obtained; and the
Selling Stockholder has full right, power and authority to enter into
this Agreement, and to sell, assign, transfer and deliver the Shares to
be sold by the Selling Stockholder hereunder;
(ii) The sale of the Shares to be sold by the Selling
Stockholder hereunder and the compliance by the Selling Stockholder
with all of the provisions of this Agreement and the consummation of
the transactions herein contemplated will not conflict with or result
in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the
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Selling Stockholder is a party or by which the Selling Stockholder is
bound or to which any of the property or assets of the Selling
Stockholder is subject (except such as will not individually or in the
aggregate have a material adverse effect on the business operations or
financial condition of the Selling Stockholder), nor will such action
result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Selling Stockholder or any statute or
any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Selling Stockholder or the property
of the Selling Stockholder;
(iii) The Selling Stockholder has, and immediately prior to
the Time of Delivery (as defined in Section 4 hereof) the Selling
Stockholder will have, good and valid title to the Shares to be sold by
the Selling Stockholder hereunder, free and clear of all liens,
encumbrances, equities or claims; and, upon delivery of such Shares and
payment therefor pursuant hereto, good and valid title to such Shares,
free and clear of all liens, encumbrances, equities or claims, will
pass to the several Underwriters;
(iv) During the period beginning from the date hereof and
continuing to and including the date 365 days after the date of the
Prospectus Supplement, the Selling Stockholder will not offer, sell,
contract to sell or otherwise dispose of, except as provided hereunder
or pursuant to that certain Disposition Agreement, dated as of May 17,
2000, as amended as of June 5, 2000, by and among the Company, CTSH,
France Telecom S.A. and certain of its subsidiaries and the financial
institutions party thereto (the "Disposition Agreement") or any
transactions or agreements contemplated in the Disposition Agreement,
any securities of the Company that are substantially similar to the
Shares, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to
receive, Stock or any such substantially similar securities (other than
pursuant to employee stock option plans existing on, or upon the
conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement), without the prior
written consent of the Underwriters;
(v) The Selling Stockholder has not taken and will not take,
directly or indirectly, any action which is designed to or which has
constituted or which might reasonably be expected to cause or result in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares;
(vi) To the extent that any statements or omissions made in
the Registration Statement, the Prospectus or any amendment or
supplement thereto are made in reliance upon and in conformity with
written information furnished to the Company by the Selling Stockholder
expressly for use therein, the Registration Statement did, and the
Prospectus and any further amendments or supplements to the
Registration Statement and the Prospectus, when they become effective
or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder and will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; and
(vii) In order to document the Underwriters' compliance with
the reporting and withholding provisions of the Tax Equity and Fiscal
Responsibility Act of 1982 with respect to the transactions herein
contemplated, the Selling Stockholder will deliver to you prior to or
at the Time of Delivery (as hereinafter defined) a properly completed
and executed United States Treasury Department Form W-8 (or other
applicable form or statement specified by Treasury Department
regulations in lieu thereof).
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2. Subject to the terms and conditions herein set forth, the Selling
Stockholder agrees to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Selling
Stockholder, at a purchase price per share of $27.7875, the number of Shares to
be purchased by such Underwriter as set forth opposite the name of such
Underwriter in Schedule I hereto.
The Selling Stockholder shall not be obligated to deliver any of the
Shares to be delivered at the Time of Delivery except upon payment for all the
Shares to be purchased at the Time of Delivery as provided herein.
3. Upon the authorization by you of the release of the Shares, the
several Underwriters propose to offer the Shares for sale upon the terms and
conditions set forth in the Prospectus.
4. (a) The Shares to be purchased by each Underwriter hereunder,
in definitive form, and in such authorized denominations and registered in such
names as SSB may request upon at least forty-eight hours' prior notice to the
Selling Stockholder, shall be delivered by or on behalf of the Selling
Stockholder to SSB, for the account of such Underwriter, against payment by or
on behalf of such Underwriter of the purchase price therefor by wire transfer of
Federal (same-day) funds to the account specified by the Selling Stockholder, as
their interests may appear, to SSB, at least forty-eight hours in advance. The
Selling Stockholder will cause the certificates representing the Shares to be
made available for checking and packaging at least twenty-four hours prior to
the Time of Delivery (as defined below) with respect thereto at the office of
Salomon Smith Barney, 388 Greenwich St., New York, NY 10013 (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Shares, 9:30 a.m., New York City time, on June 8, 2000, or such other
time and date as SSB and the Selling Stockholder may agree upon in writing. Such
time and date for delivery of the Shares is herein called the "Time of
Delivery".
(b) The documents to be delivered at the Time of Delivery by
or on behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Shares and any additional documents requested by the
Underwriters pursuant to Section 7 hereof, will be delivered at the offices of
Latham & Watkins, 885 Third Avenue, New York, New York 10022 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
the Time of Delivery. A meeting will be held at the Closing Location at 4:00
p.m., New York City time, on the New York Business Day next preceding the Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus Supplement in a form approved by
you and to file such Prospectus Supplement pursuant to Rule 424(b) under the Act
not later than the Commission's close of business on the second business day
following the execution and delivery of this Agreement, or, if applicable, such
earlier time as may be required by Rule 430A(a)(3) under the Act; to make no
further amendment or any supplement to the Registration Statement or Prospectus
prior to the Time of Delivery which shall be disapproved by you promptly after
reasonable notice thereof; to file promptly all reports and any definitive proxy
or information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as the delivery of a
prospectus is required in connection with the offering or sale of the Shares; to
advise you, promptly after it receives notice thereof, of the time when any
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<PAGE> 11
amendment to the Registration Statement has been filed or becomes effective or
any supplement to the Prospectus or any amended Prospectus has been filed and to
furnish you copies thereof; to advise you, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus, of the suspension of the
qualification of the Shares for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the event of the
issuance of any stop order or of any order preventing or suspending the use of
any prospectus or suspending any such qualification, promptly to use its best
efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Shares, provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;
(c) Prior to Noon, New York City time, on the New York
Business Day next succeeding the date of this Agreement and from time to time,
to furnish the Underwriters with copies of the Prospectus in New York City in
such quantities as you may reasonably request, and, if the delivery of a
prospectus is required at any time prior to the expiration of nine months after
the time of issue of the Prospectus in connection with the offering or sale of
the Shares and if at such time any events shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act, to
notify you and upon your request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is required
to deliver a prospectus in connection with sales of any of the Shares at any
time nine months or more after the time of issue of the Prospectus, upon your
request but at the expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;
(d) To make generally available to its securityholders as soon
as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Act), an earnings statement of the Company and its subsidiaries (which need
not be audited) complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including, at the option of the
Company, Rule 158);
(e) During the period beginning from the date hereof and
continuing to and including the date 90 days after the date of the Prospectus,
not to offer, sell, contract to sell or otherwise dispose of, except as provided
hereunder, any securities of the Company that are substantially similar to the
Shares, including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, Stock or any such
substantially similar securities (other than (i) pursuant to employee stock
option plans existing on the date of this Agreement, (ii) upon the conversion or
exchange of convertible or exchangeable securities outstanding as of the date of
this Agreement (iii) in connection with dividends paid in lieu of cash in the
form of Common Stock to holders of preferred stock
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<PAGE> 12
of the Company that is issued and outstanding as of the date of this Agreement,
(iv) in connection with issuances of Common Stock required under joint venture,
tower acquisition or similar agreements of the Company existing as the date of
this Agreement or (v) in connection with acquisition transactions to transferees
that agree to be bound by the transfer restrictions set forth herein for the
remainder of such 90-day period), without the prior written consent of SSB or
Goldman, Sachs & Co.;
(f) To cause each of the persons listed on Schedule III hereto
to enter into a lock-up agreement with you, in form and substance satisfactory
to you, providing that, during the period beginning from the date hereof and
continuing to and including the date 90 days after the date of the Prospectus,
such person will not offer, sell, contract to sell or otherwise dispose of,
except as provided hereunder, any securities of the Company that are
substantially similar to the Shares, including but not limited to any securities
that are convertible into or exchangeable for, or that represent the right to
receive, Stock or any such substantially similar securities (other than pursuant
to employee stock option plans existing on, or upon the conversion or exchange
of convertible or exchangeable securities outstanding as of, the date of this
Agreement), without the prior written consent of SSB or Goldman, Sachs & Co.;
(g) During a period of three years from the effective date of
the Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to deliver to
you as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Company is listed; and
(h) If the Company elects to rely upon Rule 462(b), the
Company shall file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of
this Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.
6. The Company and the Selling Stockholder covenant and agree with the
several Underwriters that (a) the Selling Stockholder will pay or cause to be
paid the following: (i) the fees, disbursements and expenses of the Company's
counsel and accountants in connection with the registration of the Shares under
the Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or producing any Agreement
among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents
(including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the Shares; (iii) all expenses in
connection with the qualification of the Shares for offering and sale under
state securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters (not in excess, in the aggregate,
of $7,500) in connection with such qualification and in connection with the Blue
Sky surveys; (iv) all fees and expenses in connection with listing the Shares on
the NASDAQ; (v) the cost of preparing stock certificates; (vi) the cost and
charges of any transfer agent or registrar; and (vii) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section, (b) the Company will pay or
cause to be paid (i) the filing fees incident to securing any required review by
the National Association of Securities Dealers, Inc. of the terms of the sale of
the Shares and (ii) the filing fees of the Commission in respect of the
Registration Statement and (c) the Selling Stockholder will pay or cause to be
paid all costs and expenses incident to the performance of the Selling
Stockholder's obligations hereunder which are not otherwise specifically
provided for in this Section, including (i) any fees and expenses of counsel for
the Selling Stockholder
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<PAGE> 13
and (ii) all expenses and taxes incident to the sale and delivery of the Shares
to be sold by the Selling Stockholder to the Underwriters hereunder. In
connection with clause c(ii) of the preceding sentence, SSB agrees to pay New
York State stock transfer tax, and the Selling Stockholder agrees to reimburse
SSB for associated carrying costs if such tax payment is not rebated on the date
of payment and for any portion of such tax payment not rebated. It is
understood, however, that the Company shall bear, and the Selling Stockholder
shall not be required to pay or to reimburse the Company for, the cost of any
other matters not directly relating to the sale and purchase of the Shares
pursuant to this Agreement, and that except as provided in this Section, and
Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, stock transfer taxes on resale of
any of the Shares by them, and any advertising expenses connected with any
offers they may make.
7. The respective obligations of the Underwriters hereunder, as to the
Shares to be delivered at the Time of Delivery, shall be subject, in their
discretion, to the condition that all representations and warranties of the
Company and of the Selling Stockholder herein are, at and as of the Time of
Delivery, true and correct, the condition that the Company and the Selling
Stockholder shall have performed all of their respective obligations hereunder
theretofore to be performed and the following additional conditions:
(a) The Prospectus Supplement shall have been filed with the
Commission pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b),
the Rule 462(b) Registration Statement shall have become effective by 10:00
P.M., Washington, D.C. time, on the date of this Agreement; no stop order
suspending the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
reasonable satisfaction of the Representatives, as the case may be;
(b) Latham & Watkins, counsel for the Underwriters, shall have
furnished to you such written opinion or opinions, dated the Time of Delivery,
with respect to the matters covered in paragraphs (i), (ii), (vi), (vii) and
(viii) and the paragraph immediately following clause (x) of subsection (c)
below as well as such other related matters as you may reasonably request, and
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Cravath, Swaine & Moore, counsel for the Company, shall
have furnished to you their written opinion, dated the Time of Delivery, in form
and substance satisfactory to you, to the effect that:
(i) The Company is a corporation validly existing and
in good standing under the laws of the state of its incorporation
(which opinion may be based solely on a certificate of the Secretary of
State of such state), and has all requisite corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus. The Company is duly registered
and qualified to conduct its business and is in good standing (which
opinion may be based solely on a certificate of the Secretary of State
of such state), in each jurisdiction or place where, based on a
certificate of an officer of the Company, the nature of its properties
or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify or to
be in good standing would not have a Material Adverse Effect;
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<PAGE> 14
(ii) The Company has an authorized capitalization as
set forth in the Prospectus; and the Shares conform to the description
of the Stock contained in the Prospectus;
(iii) Except as described in the Prospectus, there
are no preemptive or other rights to subscribe for or to purchase, nor
any restriction upon the voting or transfer of, any shares of the Stock
pursuant to the Company's charter or by-laws or any agreement or other
instrument known to such counsel;
(iv) To the knowledge of such counsel, there are no
agreements, contracts, indentures, leases or other instruments to which
the Company or any of the Significant Subsidiaries is a party or to
which any of their respective properties or assets is subject that are
required to be described in, or filed as exhibits to, the Registration
Statement and the Prospectus that have not been so described or filed;
(v) The Registration Statement was declared effective
under the Act as of the date and time specified in such opinion, the
Prospectus Supplement was filed with the Commission pursuant to the
subparagraph of Rule 424(b) of the Rules and Regulations specified in
such opinion on the date specified therein and no stop order suspending
the effectiveness of the Registration Statement has been issued and, to
the knowledge of such counsel, no proceeding for that purpose is
pending or threatened by the Commission;
(vi) The Registration Statement and the Prospectus
and any further amendments and supplements thereto made by the Company
prior to the Time of Delivery (other than any documents incorporated by
reference and the financial statements and related schedules therein,
as to which such counsel need express no opinion) comply as to form in
all material respects with the requirements of the Act and the rules
and regulations thereunder;
(vii) The statements contained (A) in the Prospectus
under the captions "Description of Capital Stock" and "Plan of
Distribution" and (B) in the Registration Statement in Item 15, in each
case insofar as they are descriptions of contracts, agreements or other
legal documents, or refer to statements of law or legal conclusions,
are accurate in all material respects and present fairly the
information purported to be described therein;
(viii) This Agreement has been duly and validly
authorized, executed and delivered by the Company;
(ix) None of the execution, delivery or performance
by the Company of this Agreement or compliance by the Company with the
provisions hereof or the consummation of the transactions herein
contemplated by the Company (i) requires any consent, approval,
authorization or other order of, or registration or filing with, any
court, regulatory body, administrative agency or other governmental
body, agency or official, or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the
certificate of incorporation or by-laws or other organizational
documents of the Company or (ii) conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, any
Material Agreement or violates or will violate any law, rule or
regulation of the United States, or the State of New York or the
General Corporation Law of the State of Delaware, or, to such counsel's
knowledge, any order or decree of any court or government agency or
instrumentality or will result in the creation or imposition of any
Lien upon any property or assets of the Company pursuant to the terms
of any agreement or instrument to which it is a party or by which it
may be bound or under any to which any of its property or assets is
subject, except in each case such
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<PAGE> 15
breaches, conflicts or defaults that, individually or in the aggregate,
would not have a Material Adverse Effect. For purposes of the foregoing
opinion, such counsel may assume that any agreements referred to in
clause (ii) above that are governed by laws other than the laws of the
State of New York, are governed by and would be interpreted in
accordance with the laws of the State of New York; and
(x) The Company is not, and after giving effect to
the offering and sale of the Shares will not be, an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended.
In addition, such counsel shall also state that such counsel has
participated in conferences with officers of the Company and with the
independent public accountants for the Company, concerning the preparation of
the Registration Statement and the Prospectus, and, although such counsel has
made certain inquiries and investigations in connection with the preparation of
the Registration Statement and the Prospectus, it is not passing upon and does
not assume any responsibility for the accuracy or completeness of the statements
contained in the Registration Statement and the Prospectus, and has not made any
independent check or verification thereof, except insofar as such statements
relate to such counsel and to clause (vii) above, and on the basis of the
foregoing such counsel's work in connection with this matter did not disclose
any information that gave such counsel reason to believe that the Registration
Statement and the Prospectus, as of its date or as of the closing date, included
or includes an untrue statement of a material fact or omitted or omits to state
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (it being understood
that such counsel need express no belief or opinion with respect to the
financial statements and other financial data included therein);
The opinion of such counsel may be limited to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
laws of the United States;
(d) E. Blake Hawk, general counsel to the Company, shall have
furnished to you his written opinion, dated the Time of Delivery, in form and
substance reasonably satisfactory to you to the effect that:
(i) The Company is a corporation validly existing and
in good standing under the laws of the state of its incorporation
(which opinion may be based solely on a certificate of the Secretary of
State of such state), and has all requisite corporate power and
authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus. The Company is duly registered
and qualified to conduct its business and is in good standing (which
opinion may be based solely on a certificate of the Secretary of State
of such state), in each jurisdiction or place where, based on a
certificate of an officer of the Company, the nature of its properties
or the conduct of its business requires such registration or
qualification, except where the failure so to register or qualify or to
be in good standing would not have a Material Adverse Effect. Each
domestic Significant Subsidiary is a corporation, partnership or
limited liability company validly existing and in good standing under
the laws of the state of its incorporation or formation (which opinion
may be based solely on a certificate of the Secretary of State of such
state), and has all requisite corporate or other power and authority to
own, lease and operate its properties and to conduct its business as
described in the Prospectus. Each Significant Subsidiary is duly
registered and qualified to conduct its business and is in good
standing (which opinion may be based solely on a certificate of the
Secretary of State of such state), in each jurisdiction or place where,
based on a certificate of an officer of the Company, the nature of its
properties or the conduct of its business requires such registration or
15
<PAGE> 16
qualification, except where the failure so to register or qualify or to
be in good standing would not have a Material Adverse Effect;
(ii) All of the issued shares of capital stock of the
Company and each Subsidiary of the Company have been duly and validly
authorized and issued and are fully paid, non-assessable and (except
for directors' qualifying shares) are owned directly or indirectly by
the Company, free and clear of all liens, encumbrances, equities or
claims, except as set forth in the Registration Statement (including
the exhibits thereto);
(iii) To the knowledge of such counsel, there are no
legal or governmental proceedings pending or threatened against the
Company or any of its Subsidiaries (other than CTSH, CTI, Crown Castle
Australia Ltd. and CCAL Towers PTY Ltd.), or to which any of their
respective properties is subject, that are not disclosed in the
Prospectus and which are reasonably likely to have a Material Adverse
Effect or to materially affect the consummation of the transactions
contemplated by the Company by this Agreement;
(iv) To the knowledge of such counsel, except as
described in the Prospectus there are no contracts, agreements or
understandings between the Company or any of its Subsidiaries (other
than CTSH, CTI, Crown Castle Australia Ltd. and CCAL Towers PTY Ltd.)
and any person granting such person the right to require the Company or
any of such Subsidiaries to file a registration statement under the Act
with respect to any securities of the Company owned or to be owned by
such person or to require the Company or any of such Subsidiaries to
include such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant
to any other registration statement filed by the Company or any of such
Subsidiaries under the Act;
(v) None of the execution, delivery or performance by
the Company of this Agreement or compliance by the Company with the
provisions hereof (i) requires any consent, approval, authorization or
other order of, or registration or filing with, any court, regulatory
body, administrative agency or other governmental body, agency or
official, or conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, the certificate of
incorporation or by-laws or other organizational documents of the
Company or (ii) conflicts or will conflict with or constitutes or will
constitute a breach of, or a default under, any Material Agreement or
violates or will violate any law, rule or regulation of the United
States, or the State of New York or the General Corporation Law of the
State of Delaware, or, to such counsel's knowledge, any order or decree
of any court or government agency or instrumentality or will result in
the creation or imposition of any Lien upon any property or assets of
the Company or any Significant Subsidiary pursuant to the terms of any
agreement or instrument to which any of them is a party or by which any
of them may be bound or under any to which any of their respective
property or assets is subject, except in each case such breaches,
conflicts or defaults that, individually or in the aggregate, would not
have a Material Adverse Effect; and
(vi) The documents incorporated by reference in the
Prospectus or any further amendment or supplement thereto made by the
Company prior to the Time of Delivery (other than the financial
statements and related schedules therein, as to which such counsel need
express no opinion) when they became effective or were filed with the
Commission, as the case may be, complied as to form in all material
respects with the requirements of the Act or the Exchange Act, as
applicable and the rules and regulations of the Commission thereunder;
and such counsel has no reason to believe that any of such documents,
when such documents became effective or were so filed, as the case may
be, contained, in the case of a registration statement
16
<PAGE> 17
which became effective under the Act, 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, in the
case of other documents which were filed under the Exchange Act with
the Commission, 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
when such documents were so filed, not misleading;
The opinion of such counsel may be limited to the laws of the State of
Texas, the General Corporation Law of the State of Delaware and the Federal laws
of the United States;
(e) Norton Rose, English counsel for CTSH and CTI, shall have
furnished to you their written opinion, dated the Time of Delivery, in form and
substance reasonably to you to the effect that:
(i) CTI (or its predecessor) was duly incorporated on
9 May 1996 under the Companies Act 1985 as a private limited company;
CTSH (or its predecessor) was duly incorporated on 27 August 1996 as a
private limited company; a certificate of good standing in respect of
each of the Companies issued by the Companies Registration Office on a
date within three business days of the date of this opinion is
attached;
(ii) by a Certificate of Incorporation on Change of
Name issued on 21 March 1997 CTI changed its name to "Castle
Transmission International Ltd."; by a Certificate of Incorporation on
Change of Name issued on 25 February 1997, CTSH changed its name to
"Castle Transmission Services (Holdings) Ltd."; and
(iii) CTI is empowered by its Memorandum of
Association to conduct its business as described in the Registration
Statement and the Prospectus;
(f) Allen & Overy, or other counsel satisfactory to the
Representatives, as counsel for the Selling Stockholder, shall have furnished to
you their written opinion with respect to the Selling Stockholder, dated the
Time of Delivery, in form and substance satisfactory to you, to the effect that:
(i) This Agreement has been duly executed and
delivered by or on behalf of the Selling Stockholder; and the sale of
the Shares to be sold by the Selling Stockholder hereunder and the
compliance by the Selling Stockholder with all of the provisions of
this Agreement and the consummation of the transactions herein
contemplated will not conflict with or result in a breach or violation
of any terms or provisions of, or constitute a default under, any
statute, indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the Selling
Stockholder is a party or by which the Selling Stockholder is bound or
to which any of the property or assets of the Selling Stockholder is
subject, nor will such action result in any violation of the provisions
of the Certificate of Incorporation or By-laws of the Selling
Stockholder or any order, rule or regulation known to such counsel of
any court or governmental agency or body having jurisdiction over the
Selling Stockholder or the property of the Selling Stockholder;
(ii) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
consummation of the transactions contemplated by this Agreement in
connection with the Shares to be sold by the Selling Stockholder
hereunder, except such as have been obtained under the Act and such as
may be required under state securities or Blue Sky laws in connection
with the purchase and distribution of such Shares by the Underwriters;
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<PAGE> 18
(iii) Immediately prior to the Time of Delivery, the
Selling Stockholder had good and valid title to the Shares to be sold
at the Time of Delivery by the Selling Stockholder under this
Agreement, free and clear of all liens, encumbrances, equities and
claims, and full right, power and authority to sell, assign, transfer
and deliver the Shares to be sold by the Selling Stockholder hereunder;
and
(iv) Good and valid title to such Shares, free and
clear of all liens, encumbrances, equities and claims, has been
transferred to each of the several Underwriters who have purchased such
Shares in good faith and without notice of any such lien, encumbrance,
equity or claim or any other adverse claim within the meaning of the
Uniform Commercial Code.
In rendering the opinion in paragraph (iv), such counsel may rely upon
a certificate of the Selling Stockholder in respect of matters of fact as to
ownership of, and liens, encumbrances, equities or claims on, the Shares sold by
the Selling Stockholder, provided that such counsel shall state that they
believe that both you and they are justified in relying upon such certificate;
(g) On the date of the Prospectus at a time prior to the
execution of this Agreement, at 9:30 a.m., New York City time, on the effective
date of any post-effective amendment to the Registration Statement filed
subsequent to the date of this Agreement and also at the Time of Delivery, KPMG
Peat Marwick LLP shall have furnished to you a letter, dated the respective date
of delivery thereof, in form and substance satisfactory to you;
(h) (i) Neither the Company nor any of its subsidiaries shall
have sustained since the date of the latest audited financial statements
included in the Prospectus any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus, and (ii) since the
respective dates as of which information is given in the Prospectus there shall
not have been any change in the capital stock or long-term debt of the Company
or any of its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial
position, stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the
effect of which, in any such case described in clause (i) or (ii), is in the
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Shares being delivered at the Time of Delivery on the terms and in the
manner contemplated in the Prospectus;
(i) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities or preferred stock
by any "nationally recognized statistical rating organization", as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii)
no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of any
of the Company's debt securities or preferred stock;
(j) On or after the date hereof there shall not have occurred
any of the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange or on NASDAQ; (ii) a
suspension or material limitation in trading in the Company's securities on
NASDAQ; (iii) a general moratorium on commercial banking activities declared by
either Federal or New York State authorities; or (iv) the outbreak or escalation
of hostilities involving the United States or the declaration by the United
States of a national emergency or war, if the effect of any such event specified
in this clause (iv) in the judgment of the Representatives makes it
impracticable or inadvisable
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<PAGE> 19
to proceed with the public offering or the delivery of the Shares being
delivered at the Time of Delivery on the terms and in the manner contemplated in
the Prospectus;
(k) The Company has obtained and delivered to the Underwriters
executed copies of an agreement from the persons identified on Schedule III
hereto to the effect set forth in Subsection 5(f) hereof in form and substance
satisfactory to you and none of the persons identified on Schedule III shall
have repudiated their lock-up agreement;
(l) The Company shall have complied with the provisions of
Section 5(c) hereof with respect to the furnishing of prospectuses on the New
York Business Day next succeeding the date of this Agreement;
(m) The Company and the Selling Stockholder shall have
furnished or caused to be furnished to the Representatives at the Time of
Delivery certificates of officers of the Company and of the Selling Stockholder
satisfactory to the Representatives as to (i) the accuracy of the
representations and warranties of the Company and the Selling Stockholder,
respectively, herein at and as of the Time of Delivery, (ii) the performance by
the Company and the Selling Stockholder of all of their respective obligations
hereunder to be performed at or prior to the Time of Delivery, (iii) the absence
of untrue statements of material facts or omissions of material facts required
to be stated or necessary to make statements not misleading in the Registration
Statement and Prospectus, (iv) the absence of events since the Effective Date
which should be set forth in a supplement or amendment to the Registration
Statement or the Prospectus and have not been so set forth, and (v) such other
matters as you may reasonably request; and the Company shall have furnished or
caused to be furnished certificates as to the matters set forth in subsections
(a) and (g) of this Section, and as to such other matters as the Representatives
may reasonably request; and
(n) The Company shall have furnished to the Representatives a
certificate, in form and substance reasonably acceptable to counsel to the
Representatives, dated the Time of Delivery, of its Chief Financial Officer with
respect to certain tower data of the Company set forth in the Prospectus.
8. (a) The Company shall indemnify and hold harmless the Selling
Stockholder and each Underwriter, their respective officers and employees and
each person, if any, who controls the Selling Stockholder or any Underwriter
within the meaning of the Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof (including, but
not limited to, any loss, claim, damage, liability or action relating to
purchases and sales of Shares), to which the Selling Stockholder, that
Underwriter, officer, employee or controlling person may become subject, under
the Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) with respect to each Underwriter, their
respective officers, employees and controlling persons only, any breach of the
representations and warranties of the Company contained herein, (ii) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus or in any amendment or supplement
thereto, or (iii) the omission or alleged omission to state in the Registration
Statement or the Prospectus, or in any amendment or supplement thereto, any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse the Selling Stockholder, each
Underwriter and each such officer, employee or controlling person promptly upon
demand for any legal or other expenses reasonably incurred by the Selling
Stockholder, that Underwriter, officer, employee or controlling person in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement
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<PAGE> 20
or the Prospectus, or in any such amendment or supplement, in reliance upon and
in conformity with written information concerning the Selling Stockholder or
such Underwriter furnished to the Company by or on behalf of the Selling
Stockholder or through the Representatives by or on behalf of any Underwriter
specifically for inclusion therein.
(b) The Selling Stockholder will indemnify and hold harmless
the Company, its officers who sign the Registration Statement, each of its
directors (including any person who, with his or her consent, is named in the
Registration Statement as about to become a director of the Company), each
person, if any, who controls the Company with the meaning of the Act and each
Underwriter, its officers, directors and each person, if any, who control such
Underwriter within the meaning of the Act against any losses, claims, damages or
liabilities, to which the Company or any director, officer or controlling person
of the Company or each Underwriter or any director, officer or controlling
person of such Underwriter, may become subject, under the 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 the Registration Statement or the
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 required
to be stated therein 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 the
Registration Statement or the Prospectus or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by the Selling Stockholder expressly for use therein; and will reimburse
the Company or any director, officer or controlling person of the Company or
each Underwriter or any director, officer or controlling person of such
Underwriter for any legal or other expenses reasonably incurred by the Company
or any director, officer or controlling person of the Company or each
Underwriter or any director, officer or controlling person of such Underwriter
in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Selling Stockholder 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 the Registration Statement or
the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through SSB expressly for use therein.
(c) Each Underwriter, severally and not jointly, shall
indemnify and hold harmless the Company, its officers who sign the Registration
Statement, each of its directors (including any person who, with his or her
consent, is named in the Registration Statement as about to become a director of
the Company), each person, if any, who controls the Company within the meaning
of the Act and the Selling Stockholder, its officers, directors and each person,
if any, who controls the Selling Stockholder within the meaning of the Act from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which the Company or any such director, officer or
controlling person or the Selling Stockholder or any such director, officer or
controlling person may become subject, under the Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state in the
Registration Statement or the Prospectus, or in any amendment or supplement
thereto, any material fact required to be stated therein or necessary to make
the statements therein not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information concerning
such Underwriter furnished to the Company through the Representatives by or on
behalf of that Underwriter specifically for inclusion therein, and shall
reimburse the Company and any such director, officer or controlling person for
any legal or other expenses reasonably incurred by the Company or any such
20
<PAGE> 21
director, officer or controlling person and the Selling Stockholder and any such
director, officer or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. The foregoing indemnity agreement is in
addition to any liability which any Underwriter may otherwise have to the
Company or any such director, officer, employee or controlling person and the
Selling Stockholder or any such director, officer or controlling person.
(d) Promptly after receipt by an indemnified party under this
Section 8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof; provided, however, that if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have in good faith reasonably concluded that there may be defenses
available to it which are different from or additional to those available to the
indemnifying party or if the interests of the indemnified party may be deemed to
conflict with the interests of the indemnifying party, the indemnified party
shall have the right to select a separate counsel in the defense of such action,
with the expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the indemnifying party as incurred,
provided further that in no event shall the foregoing proviso require the
indemnifying party to bear the fees and expenses of more than one separate
counsel, in addition to local counsel, for each of the following classes of
parties hereto: (i) the Representatives and those other Underwriters and their
respective officers, employees and controlling persons who may be subject to
liability arising out of any claim in respect of which indemnity may be sought
under this Section 8, (ii) the Company and its subsidiaries and (iii) the
Selling Stockholder. No indemnifying party shall (i) without the prior written
consent of the indemnified parties (which consent shall not be unreasonably
withheld), settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding, or (ii) 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 of 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
to the extent provided in this Section 8.
(e) If the indemnification provided for in this Section 8
shall for any reason be unavailable to or insufficient (other than by reason of
the exceptions provided therein) to hold harmless an indemnified party under
Section 8(a), 8(b) or 8(c) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of
21
<PAGE> 22
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by each party to this Agreement from the
offering of the Shares or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of each party to this Agreement with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Selling Stockholder on the one
hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Shares purchased
under this Agreement (before deducting expenses) received by the Company and the
Selling Stockholder bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table in the
"Underwriting" section of the Prospectus Supplement. The relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Selling Stockholder on the one
hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, the Selling Stockholder and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
Section 8 were to be determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 8 shall be deemed to include, for purposes of
this Section 8(e), 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 Section 8(e), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
was offered to the public, exceeds the amount of any damages which such
Underwriter has otherwise paid or become liable to pay by reason of any 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 Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute as
provided in this Section 8(e) are several in proportion to their respective
underwriting obligations and not joint.
(f) The obligations of the Company and the Selling Stockholder
under this Section 8 shall be in addition to any liability which the Company and
the Selling Stockholder may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; the obligations of the Underwriters under this Section 8
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company (including any person who, with his or her
consent, is named in the Registration Statement as about to become a director of
the Company) and to each person, if any, who controls the Company or the Selling
Stockholder within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Shares which it has agreed to purchase hereunder, you may in your discretion
arrange for you or another party or other parties to purchase such Shares on the
terms contained herein. If within thirty-six hours after such default by any
Underwriter you do not arrange for the purchase of such Shares, then the Company
and the Selling Stockholder shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties satisfactory to you
to purchase such Shares on such terms. In the event that, within the respective
prescribed periods, you notify the Company and the Selling Stockholder that
22
<PAGE> 23
you have so arranged for the purchase of such Shares, or the Company and the
Selling Stockholder notify you that they have so arranged for the purchase of
such Shares, you or the Company and the Selling Stockholder shall have the right
to postpone the Time of Delivery for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by you and
the Selling Stockholder as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased does not exceed one-eleventh of
the aggregate number of all of the Shares to be purchased, then the Selling
Stockholder shall have the right to require each non-defaulting Underwriter to
purchase the number of Shares which such Underwriter agreed to purchase
hereunder and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters by you and
the Selling Stockholder as provided in subsection (a) above, the aggregate
number of such Shares which remains unpurchased exceeds one-eleventh of the
aggregate number of all of the Shares, or if the Selling Stockholder shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter or the Company and the Selling Stockholder,
except for the expenses to be borne by the Company, the Selling Stockholder and
the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Selling Stockholder, the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter, or any controlling person of any
Underwriter, the Company or the Selling Stockholder, or any officer or director
or controlling person of the Company or the Selling Stockholder, and shall
survive delivery of and payment for the Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Selling Stockholder shall then be under any
liability to any Underwriter except as provided in Sections 6 and 8 hereof; but,
if for any other reason any Shares are not delivered by or on behalf of the
Selling Stockholder as provided herein, the Selling Stockholder will reimburse
the Underwriters through you for all out-of-pocket expenses approved in writing
by you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares but the Company and the Selling Stockholder shall then be under no
further liability to any Underwriter in respect of the Shares not so delivered
except as provided in Sections 6 and 8 hereof.
23
<PAGE> 24
12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by SSB on behalf of you as the representatives.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of SSB, 388
Greenwich St., New York, NY Attention: Registration Department; if to the
Selling Stockholder shall be delivered or sent by mail, telex or facsimile
transmission to counsel for the Selling Stockholder at its address set forth in
Schedule II hereto; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(d) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire or telex constituting such
Questionnaire, which address will be supplied to the Company or the Selling
Stockholder by you upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof. The Company and the Selling
Stockholder shall be entitled to act and rely upon any request, consent, notice
or agreement given or made on behalf of the Underwriters by any of the
Representatives.
13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and the Selling Stockholder and, to
the extent provided in Sections 8 and 10 hereof, the officers and directors of
the Company and the Selling Stockholder and each person who controls the
Company, the Selling Stockholder or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Shares from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.
14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day on which the New York Stock Exchange,
Inc. is open for trading.
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to any provisions
relating to conflicts of law.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
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<PAGE> 25
CONFORMED COPY
If the foregoing is in accordance with your understanding, please sign
and return to us 10 counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Underwriters, the Company
and the Selling Stockholder. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is pursuant to the authority set
forth in a form of Agreement among Underwriters, the form of which shall be
submitted to the Company and the Selling Stockholder for examination upon
request, but without warranty on your part as to the authority of the signers
thereof.
Very truly yours,
Crown Castle International Corp.
By: /s/ E. Blake Hawk
---------------------------------------
Name: E. Blake Hawk
Title:
Transmission Future Networks B.V.
By: /s/ Eric Bouvier
---------------------------------------
Name: Eric Bouvier
Title:
Accepted as of the date hereof
Salomon Smith Barney, Inc.
By: /s/ David Johnson
-------------------------------
Name: David Johnson
Title:
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
-------------------------------
Name: Goldman, Sachs & Co.
Title:
<PAGE> 26
CONFORMED COPY
SCHEDULE I
<TABLE>
<CAPTION>
Total Number of Shares
Underwriter to be Purchased
----------- ---------------
<S> <C>
Salomon Smith Barney, Inc.............................................. 12,471,180
Goldman, Sachs & Co.................................................... 12,471,180
Total......................................................... 24,942,360
==========
</TABLE>
<PAGE> 27
CONFORMED COPY
SCHEDULE II
<TABLE>
<CAPTION>
Total Number of Shares
Selling Stockholder to be Sold
------------------- ----------
<S> <C>
Transmission Future Networks B.V. 24,942,360
Total......................................................... 24,942,360
==========
</TABLE>
<PAGE> 28
SCHEDULE III
Ted B. Miller, Jr.
David L. Ivy
Charles C. Green, III
W. Benjamin Moreland
Alan Rees
George E. Reese
John P. Kelly
Edward W. Wallander
Eugene Blake Hawk
Michael Schueppert
Robert E. Giles
