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Custodial Undertaking
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Custodial Undertaking
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EXECUTION VERSION
CUSTODIAL UNDERTAKING, dated as of January 4, 2001 (this "CUSTODIAL
UNDERTAKING"), among Salomon Brothers International Limited ("BORROWER"), Banco
Santander Central Hispano S.A., acting through its London branch ("LENDER") and
The Bank of New York ("CUSTODIAN").
WHEREAS, Borrower and Lender have entered into a Loan and Security
Agreement (as amended and supplemented from time to time, the "LOAN AND SECURITY
AGREEMENT") dated as of January 4, 2001, pursuant to which Borrower will be
obligated from time to time to pledge certain collateral to Lender to secure
Borrower's obligations to Lender thereunder; and
WHEREAS, Custodian has agreed to act as custodian with respect to such
collateral, all as more particularly set forth herein;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto agree as follows:
1. DEFINITIONS
Whenever used in this Custodial Undertaking, the following words shall
have the meanings set forth below.
A. "AUTHORIZED PERSON" shall mean any person, whether or not any such
person is an officer or employee of Lender or Borrower, as the case may be, duly
authorized to give Oral Instructions and Written Instructions on behalf of
Lender or Borrower, such persons and their specimen signatures to be designated
in Schedule I attached hereto; as such Schedule I may be amended from time to
time.
B. "BOOK ENTRY SECURITIES" shall mean Book-Entry Treasury Securities as
defined in 31 C.F.R. Part 357.2 and any other securities registered in the form
of an entry on the records of the Book-Entry System.
C. "BOOK-ENTRY SYSTEM" shall mean the Treasury/Reserve Automated Debt
Entry System maintained at The Federal Reserve Bank of New York ("FRBNY").
D. "BUSINESS DAY" shall mean any day on which Custodian, the Book-Entry
System and appropriate Clearing Corporations(s) are open for business.
E. "CLEARING CORPORATION" shall mean The Depository Trust Company,
Government Securities Clearing Corporation, and any other U.S. domestic clearing
corporation within the meaning of Section 8-102 of the UCC or otherwise
authorized to act as a securities depository or clearing agency.
F. "CLEARING CORPORATION SECURITIES" shall mean securities which are
credited to a securities account of the Custodian in the records of a Clearing
Corporation.
G. "COLLATERAL" means all Eligible Collateral, distributions, dividends or
income thereon and any proceeds thereof transferred to or otherwise received by
Lender (or Custodian on behalf of Lender) pursuant to the Loan and Security
Agreement and not returned to Borrower thereunder or hereunder.
H. "COLLATERAL ACCOUNT" shall mean the securities account maintained by
Custodian hereunder in which Eligible Collateral shall be deposited by Borrower
and pledged to Lender pursuant to the Loan and Security Agreement. The
Collateral Account shall be deemed to be a "securities account" within the
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CCI
As referenced in this Custodial Undertaking:
Crown Castle International Corp – of this Custodial Undertaking, the Collateral
Account shall include any account for the deposit of cash in connection
therewith.
I. "CROWN CASTLE" means Crown Castle International Corp ., a Delaware
corporation.
J. "ELIGIBLE COLLATERAL" means (i) shares of the Underlying Equity, (ii)
U.S. Dollar cash, (iii) negotiable debt securities
_____________
dt 505354
;
 Banco Santander
As referenced in this Custodial Undertaking:
Banco
Santander Central Hispano S.A. – L
Custodial Undertaking
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EXECUTION VERSION
CUSTODIAL UNDERTAKING, dated as of January 4, 2001 (this "CUSTODIAL
UNDERTAKING"), among Salomon Brothers International Limited ("BORROWER"), Banco
Santander Central Hispano S.A. , acting through its London branch ("LENDER") and
The Bank of New York ("CUSTODIAN").
WHEREAS, Borrower and Lender have entered into a Loan
_____________
Banco Santander Central Hispano S.A. – Smith Barney Holdings Inc.
388 Greenwich Street, 38th Floor
New York, New York 10013
Attention: Joseph Martinelli
Facsimile: 212-816-3619
To Lender:
Banco Santander Central Hispano S.A.
Santander House
100 Ludgate Hill
London EC4M 7RE
Attention: Alberto Alvarez
Facsimile: 20 7332 7412
To Custodian:
The Bank of New York
_____________
Banco Santander Central Hispano S.A. – to Section 4E of the Custodial Undertaking, dated
as of January 4, 2001 (the "CUSTODIAL UNDERTAKING"), by and among Salomon
Brothers International Limited, Banco Santander Central Hispano S.A. , acting
through its London branch, and The Bank of New York. Capitalized terms used but
not defined herein shall have the meanings
_____________
dt 599376
;
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BNY
As referenced in this Custodial Undertaking:
Bank of New York – this "CUSTODIAL
UNDERTAKING"), among Salomon Brothers International Limited ("BORROWER"), Banco
Santander Central Hispano S.A., acting through its London branch ("LENDER") and
The Bank of New York ("CUSTODIAN").
WHEREAS, Borrower and Lender have entered into a Loan and Security
Agreement (as amended and supplemented from time to time, the "
_____________
Bank of New York – of the Book-Entry System.
C. "BOOK-ENTRY SYSTEM" shall mean the Treasury/Reserve Automated Debt
Entry System maintained at The Federal Reserve Bank of New York ("FRBNY").
D. "BUSINESS DAY" shall mean any day on which Custodian, the Book-Entry
System and appropriate Clearing Corporations(s) are open
_____________
BANK OF NEW YORK
– Senior Manager
By: /s/ CLIFF VERRON By: /s/ JIM INCHES
-------------------------- --------------------------
Name: Cliff Verron Name: Jim Inches
Title: MD Treasury Title: Senior Manager
THE BANK OF NEW YORK
By: /s/ JOHN MORIK
--------------------------
Name: John Morik
Title: Vice President
10
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SCHEDULE I
The following individuals have been designated as Authorized
_____________
Bank of New York
– Santander Central Hispano S.A.
Santander House
100 Ludgate Hill
London EC4M 7RE
Attention: Alberto Alvarez
Facsimile: 20 7332 7412
To Custodian:
The Bank of New York
One Wall Street, 4th Floor
New York, New York 10286
Attention: Vincent Torretta.
Facsimile: 212-635-4893.
Or
Attention: Joseph Cangelosi
Facsimile:
_____________
Bank of New York
– Vincent Torretta.
Facsimile: 212-635-4893.
Or
Attention: Joseph Cangelosi
Facsimile: 212-635-7170
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APPENDIX I
Form of Instructions
[DATE]
To: The Bank of New York
One Wall Street, 4th Floor
New York, New York 10286
Attention: Vincent Torretta or Joseph Cangelosi
This notice is given pursuant to
_____________
dt 573645
;
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