EXHIBIT 99.2
EXECUTION VERSION
AMENDMENT NO. 1 to DISPOSITION AGREEMENT (this "Agreement")
dated as of the 5th day of June, 2000, among CROWN CASTLE
INTERNATIONAL CORP., a Delaware corporation (the "Company"),
CROWN CASTLE UK HOLDINGS LIMITED, a company incorporated under
the laws of England and Wales ("CCUK"), which was formerly known
as Castle Transmission Services (Holdings) Ltd, FRANCE TELECOM
S.A., a company incorporated under the laws of France ("FT"),
TELEDIFFUSION DE FRANCE INTERNATIONAL S.A. ("TDF"), a wholly
owned indirect subsidiary of FT and a company incorporated in
France, and TRANSMISSION FUTURE NETWORKS B.V., a wholly owned
indirect subsidiary of FT and a company organized under the laws
of the Netherlands ("TFN"), and the FINANCIAL INSTITUTIONS (the
"Financial Institutions") that have executed counterpart
signature pages thereto.
W I T N E S S E T H :
WHEREAS the Company, CCUK, FT, TDF and TFN have entered into a
Disposition Agreement (the "Disposition Agreement") dated as of the 17th day of
May, 2000; and
WHEREAS, the Company, CCUK, FT, TDF and TFN desire to enter into this
Amendment to amend the Disposition Agreement.
Capitalized terms used and not otherwise defined in this Amendment
shall have the respective meanings assigned to them in the Disposition
Agreement, as amended hereby.
NOW, THEREFORE, the Company, CCUK, FT, TDF and TFN, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, agree as follows:
ARTICLE I
Amendment to Disposition Agreement
SECTION 1.01. Amendment to Disposition Agreement. Upon the
effectiveness of this Amendment, the Disposition Agreement shall be and is
hereby amended as set forth in paragraph (a) below.
(a) The reference to "one Business Day" in the first clause of
the first sentence of Section 4.01(a) shall be replaced by the phrase
"30 calendar days".
SECTION 1.02. Disposition Agreement. Except as expressly amended or
modified herein, the Disposition Agreement (as amended hereby) shall continue in
full force and effect in accordance with the provisions hereof and thereof as in
existence on the date hereof. After the date hereof, any reference to the
Disposition Agreement, shall mean the Disposition Agreement as amended by this
Amendment.
ARTICLE II
Miscellaneous
SECTION 2.01. Amendment and Waiver. This Amendment may not be
amended, supplemented or discharged, and no provision hereof may be modified,
except expressly by an instrument in writing signed by the parties hereto. Any
term or provision of this Amendment may be waived, but only in writing by the
party which is entitled to the benefit thereof. No waiver of any provision
hereof by any party shall constitute a waiver thereof by any other party nor
shall any such waiver constitute a continuing waiver of any matter by such
party.
SECTION 2.02. Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute but one instrument. It shall not be necessary for each party
to sign each counterpart so long as every party has signed at least one
counterpart.
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SECTION 2.03. Notices. All notices, requests, demands, waivers and
other communications required or permitted to be given under this Amendment
shall be in writing and may be given by any of the following methods: (a)
personal delivery; (b) facsimile transmission; (c) registered or certified mail,
postage prepaid, return receipt requested; or (d) overnight delivery service.
Notices shall be sent to the appropriate party at its address or facsimile
number given below (or at such other address or facsimile number for such party
as shall be specified by notice given hereunder):
If to the Company: Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, TX 77057
Fax: (713) 570-3150
Attn: General Counsel
with a copy to: Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Fax: (212) 474-3700
Attn: Stephen L. Burns, Esq.
If to the France Telecom
FT Group: 6, place d'Alleray
77505 Paris Cedex 15
France
Fax: 33 1 44 44 98 03
Attn: Eric Bouvier
with a copy to: Allen & Overy
10 East 50th Street
New York, NY 10022
Fax: (212) 610-6399
Attn: Cathleen E. McLaughlin, Esq.
if to a holder of
Restricted Shares: To the address set forth
in the counterpart pursuant to which such holder
becomes a party to the Disposition Agreement.
All such notices, requests, demands, waivers and communications shall be deemed
received upon (i) actual receipt thereof by the addressee, (ii) actual delivery
thereof to the appropriate address or (iii) in the case of a facsimile
transmission, upon transmission thereof by the sender and issuance by the
transmitting machine of a confirmation slip that the number of pages
constituting the notice have been transmitted
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without error. In the case of notices sent by facsimile transmission, the sender
shall contemporaneously mail a copy of the notice to the addressee at the
address provided for above. However, such mailing shall in no way alter the time
at which the facsimile notice is deemed to be received or the validity of such
facsimile notice.
SECTION 2.04. Binding Effect; Assignment. This Amendment and all of the
provisions hereof shall be binding upon and shall inure to the benefit of the
parties and their respective successors and permitted assigns; provided,
however, that the provisions hereof shall not be binding upon and shall not
inure to the benefit of any Financial Institution unless and until it has
executed a counterpart to the Disposition Agreement. Neither this Amendment nor
any of the rights, interests or obligations hereunder shall be assigned,
directly or indirectly, including by operation of law, by any party hereto.
SECTION 2.05. Entire Agreement. This Amendment constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties or any of them with respect to the subject matter hereof.
SECTION 2.06. Expenses. Except as otherwise set forth in the Disposition
Agreement, each of the parties hereto shall pay its own costs and expenses
incurred in connection with this Amendment and the transactions contemplated
hereby, including the fees and expenses of counsel, irrespective of when
incurred.
SECTION 2.07. Applicable Law and Jurisdiction; Service of Process. (a) This
Amendment shall be construed in accordance with and governed by the law of the
State of New York, regardless of the laws that might otherwise apply under
applicable principles of conflicts of laws thereof.
(b) Any controversy, dispute or claim arising out of, in connection with, or in
relation to the interpretation, performance or breach of this Amendment or
otherwise arising out of the execution hereof, including any claim based on
contract, tort or statute, shall be determined, at the request of any
party, by arbitration conducted in New York, New York, before and in
accordance with the then-existing Rules for commercial Arbitration of the
American Arbitration Association (the "Rules"), and any judgment or award
rendered by the arbitrator shall be final, binding and
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unappealable. Any state or federal court having jurisdiction may enter a
judgment, or issue an injunction or other equitable relief, on such award.
Each of the parties hereby irrevocably and unconditionally submits, for
itself and its property, to the jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate
court from any thereof, for purposes of entering such judgment or issuing
such injunction or other equitable relief. The pre-trial discovery
procedures of the Federal Rules of Civil Procedure shall apply to any
arbitration hereunder. Any controversy concerning whether a dispute is an
arbitrable dispute or as to the interpretation or enforceability of this
paragraph shall be determined by the arbitrator. The arbitrator shall be a
neutral arbitrator who has expertise in the subject matter(s) of the
dispute. The parties intend that the provisions to arbitrate set forth
herein be valid, enforceable and irrevocable. The designation of the situs
or a governing law for this Amendment or the arbitration shall not be
deemed an election to preclude application of the Federal Arbitration Act,
if it would be applicable. In the arbitrator's award the arbitrator shall
allocate, in such arbitrator's discretion, among the parties to the
arbitration all costs of the arbitration, including the fees and expenses
of the arbitrator and reasonable attorneys' fees, costs and expert witness
expenses of the parties.
The parties agree to comply with any award made in any such arbitration
proceedings that has become final in accordance with the Rules and agree to the
entry of a judgment in any jurisdiction upon any award rendered in such
proceedings becoming final under the Rules. The arbitrator shall be entitled,
if appropriate, to award any remedy in such proceedings permitted in a civil
proceeding under the laws of the State of New York including, if appropriate,
monetary damages, specific performance and all other forms of legal and
equitable relief.
SECTION 2.08. Article and Section Headings. The article, section and other
headings contained in this Amendment and the exhibits and annexes hereto are for
reference purposes only and shall not affect the meaning or interpretation of
this Amendment. When a reference is made in this Amendment to a Section, such
reference shall be to a Section of this Amendment unless otherwise indicated.
SECTION 2.09. Specific Enforcement. The parties hereto acknowledge and agree
that irreparable damage would occur in
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the event any of the provisions of this Amendment were not performed in
accordance with their specific terms or were otherwise breached for which money
damages would not be an adequate remedy. It is accordingly agreed that,
notwithstanding Section 2.07, so long as permitted by applicable law, the
parties shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Amendment and to enforce specifically the terms and
provisions hereof without the necessity of proving the inadequacy of money
damages as a remedy.
SECTION 2.10. Severability. Should any provision of this Amendment for any
reason be declared invalid or unenforceable, such decision shall not affect the
validity or enforceability of any of the other provisions of this Amendment,
which remaining provisions shall remain in full force and effect and the
application of such invalid or unenforceable provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall be valid and enforced to the fullest extent permitted by law.
SECTION 2.11. Publicity. Except as otherwise required by any applicable law,
court process or the rules of a national securities exchange or the Nasdaq
National Market, for so long as this Amendment is in effect, none of any member
of the FT Group, the Financial Institutions, the Company or CCUK shall issue or
cause the publication of any press release or other public announcement with
respect to the transactions contemplated by this Amendment without the consent
of each other party to this Amendment, which consent shall not be unreasonably
withheld.
IN WITNESS WHEREOF, each party hereto has executed this Amendment as of the day
and year first above written.
CROWN CASTLE INTERNATIONAL CORP.,
by /s/ E. BLAKE HAWK
-----------------------------------
Name: E. Blake Hawk
Title: Executive Vice President
CROWN CASTLE UK HOLDINGS LIMITED,
by /s/ CHARLES C. GREEN, III
-----------------------------------
Name: Charles C. Green, III
Title: Director
FRANCE TELECOM S.A.,
by /s/ ERIC BOUVIER
-----------------------------------
Name: Eric Bouvier
Title: Senior Vice President
TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.,
by /s/ ERIC BOUVIER
-----------------------------------
Name: Eric Bouvier
Title: Senior Vice President
TRANSMISSION FUTURE NETWORKS B.V.
by /s/ ERIC BOUVIER
-----------------------------------
Name: Eric Bouvier
Title: Senior Vice President