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ITEM 1.	FINANCIAL STATEMENTS

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(a)	Exclusive of depreciation, amortization and accretion shown separately.

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(a)	Inclusive of cash and cash equivalents included in discontinued operations.

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(a)	See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)" and notes 3 and 5 with respect to the reclassification adjustments.

(a)	See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)" and note 5 with respect to the reclassification adjustments.

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(a)	See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)" and notes 3 and 5 with respect to the reclassification adjustments.

(a)	See the condensed statement of operations and other comprehensive income (loss) for the components of "other comprehensive income (loss)" and note 5 with respect to the reclassification adjustments.

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1.	General

2.	Summary of Significant Accounting Policies

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3.	Discontinued Operations

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(a)	Exclusive of depreciation, amortization, and accretion.

(b)	No interest expense has been allocated to discontinued operations.

(c)	CCAL results are through May 28, 2015, which was the closing date of the Company's sale of CCAL.

(d)	Exclusive of the gain (loss) from disposal of discontinued operations. net of tax, as presented on the condensed consolidated statement of operations.

(a)	Exclusive of foreign currency swaps and based on exchange rates as of May 28, 2015, which was the closing date of the Company's sale of CCAL. See note 6.

(b)	Represents net assets attributable to CCIC, net of the disposition of noncontrolling interest of $23.5 million.

(c)	Inclusive of $11.1 million of cash.

(d)	Represents foreign currency translation adjustments previously included in "accumulated other comprehensive income (loss)" on the condensed consolidated balance sheet and reclassified to gain (loss) from disposal of discontinued operations.

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4.	Acquisitions

5.	Debt and Other Obligations

(a)	See the 2014 Form 10-K, including note 7, for additional information regarding the maturity and principal amortization provisions and interest rates relating to the Company's indebtedness.

(b)	Represents the weighted-average stated interest rate.

(c)	During January and February 2015, the Company amended its 2012 Credit Facility agreement and increased the capacity of the 2012 Revolver to an aggregate revolving commitment of approximately $2.2 billion. As of June 30, 2015, the undrawn availability under the 2012 Revolver was $2.2 billion. See note 14.

(d)

If the respective series of such debt is not paid in full on or prior to an applicable date then Excess Cash Flow (as defined in the indenture) of the issuers of such notes will be used to repay principal of the applicable series, and additional interest (of an additional approximately 5% per annum) will accrue on the respective series. See the 2014 Form 10-K for additional information regarding these provisions.

(e)	During the second quarter of 2015, the Company repaid the portion of its Tranche B Term Loans that were due January 2019, which had an outstanding balance of $564.1 million. As of June 30, 2015, the entire outstanding amount of the Company's Tranche B Term Loans was due January 2021.

(f)

In May 2015, the Company issued $1.0 billion aggregate principal amount of Senior Secured Tower Revenue Notes ("May 2015 Tower Revenue Notes"), which were issued by certain of its indirect subsidiaries pursuant to the existing indenture governing the 2010 Tower Revenue Notes and having similar terms and security as the 2010 Tower Revenue Notes. The 2015 Tower Revenue Notes consist of (1) $300 million aggregate principal amount of 3.222% Notes with an expected life of seven years and a final maturity date of May 2042, and (2) $700 million aggregate principal amount of 3.663% Notes with an expected

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(a)	Exclusive of accrued interest.

(b)	Inclusive of $4.2 million related to the net write off of deferred financing costs, premiums and discounts.

(a)	Amounts reclassified from "accumulated other comprehensive income (loss)."

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6.	Foreign Currency Swaps

(a)	In conjunction with closing the CCAL sale on May 28, 2015, the Company cash settled the Australian dollar $1.4 billion swap and recorded a gain on foreign currency swaps of $54.5 million.

(b)	As of June 30, 2015, the Company marked-to-market this foreign currency swap and recorded (1) an asset within "other current assets" on the Company's condensed consolidated balance sheet and (2) a corresponding gain on foreign currency swaps on the Company's condensed consolidated statement of operations.

7.	Fair Value Disclosures

8.	Income Taxes

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9.	Per Share Information

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10.	Commitments and Contingencies

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11.	Equity

(a)	Inclusive of dividends accrued for holders of unvested restricted stock units.

(b)	Represents amount paid on August 3, 2015 based on holders of record on July 15, 2015.

12.	Operating Segments

13.	Supplemental Cash Flow Information

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14.	Subsequent Events

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•

Grow cash flows from our wireless infrastructure. We seek to maximize the site rental cash flows derived from our wireless infrastructure by adding tenants on our wireless infrastructure through long-term leases as our customers deploy and improve their wireless networks. We seek to maximize new tenant additions or modifications of existing tenant installations (collectively, "new tenant additions") through our focus on customer service and deployment speed. Due to the relatively fixed nature of the costs to operate our wireless infrastructure (which tend to increase at approximately the rate of inflation), we expect increases in our site rental cash flows from new tenant additions and the related subsequent impact from contracted escalations to result in growth in our operating cash flows. We believe there is considerable additional future demand for our existing wireless infrastructure based on their location and the anticipated growth in the wireless communication services industry. Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure, which we expect to have high incremental returns.

•

Return cash provided by operating activities to stockholders in the form of dividends. We believe that distributing a meaningful portion of our cash provided by operating activities appropriately provides stockholders with increased certainty for a portion of expected long-term stockholder value while still retaining sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to stockholders.

•	Invest capital efficiently to grow long-term dividends per share. We seek to invest our capital available, including the net cash provided by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. Our historical investments have included the following (in no particular order):

◦	purchase shares of our common stock from time to time;

◦	acquire or construct wireless infrastructure;

◦	acquire land interests under towers;

◦	make improvements and structural enhancements to our existing wireless infrastructure; or

◦	purchase, repay or redeem our debt.

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•	Effective January 1, 2014, we commenced operating as a REIT for U.S. federal income tax purposes.

◦	As a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our taxable income that is distributed to our stockholders.

◦	To qualify and be taxed as a REIT, we will generally be required to distribute at least 90% of our REIT taxable income, after the utilization of our NOLs, (determined without regard to the dividends paid deduction and excluding net capital gain) each year to our stockholders.

◦	See note 8 to our condensed consolidated financial statements for further discussion of our REIT status.

•	Potential growth resulting from wireless network expansion and new entrants

◦	We expect wireless carriers will continue their focus on improving network quality and expanding capacity by adding additional antennas or other equipment on our wireless infrastructure.

◦

We expect existing and potential new wireless carrier demand for our wireless infrastructure will result from (1) new technologies, (2) increased usage of wireless data applications (including mobile entertainment, mobile internet usage, and machine-to-machine applications), (3) adoption of other emerging and embedded wireless devices (including laptops, tablets, and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding quality and capacity, or (6) the availability of additional spectrum.

◦	Substantially all of our wireless infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications to the structure.

◦	U.S. wireless carriers continue to invest in their networks.

◦	Our site rental revenues grew $42.9 million, or 3%, from the six months ended June 30, 2014 to the six months ended June 30, 2015. This growth was predominately comprised of the following, exclusive of the impact of straight-line accounting:

▪	An approximate 6% increase from new leasing activity.

▪	An approximate 3% increase from cash escalations.

▪	An approximate 4% decrease in site rental revenues caused by the non-renewal of tenant leases.

•	Site rental revenues under long-term tenant leases with contractual escalations

◦	Initial terms of five to 15 years with multiple renewal periods at the option of the tenant of five to ten years each.

◦	Weighted-average remaining term of approximately seven years, exclusive of renewals at the tenant's option, currently representing approximately $20 billion of expected future cash inflows.

•	Revenues predominately from large wireless carriers

◦	Approximately 92% of our consolidated site rental revenues were derived from AT&T, Sprint, T-Mobile, and Verizon Wireless. See also "Item 2. MD&A—General Overview—Outlook Highlights" presented below.

•	Majority of land interests under our towers under long-term control

◦	Nearly 90% and 75% of our site rental gross margin is derived from towers that reside on land that we own or control for greater than ten and 20 years, respectively. The aforementioned amounts include towers that reside on land interests that are owned, including fee interests and perpetual easements, which represent approximately one-third of our site rental gross margin.

•	Relatively fixed wireless infrastructure operating costs

◦	Our wireless infrastructure operating costs tend to increase at approximately the rate of inflation and are not typically influenced by new tenant additions.

•	Minimal sustaining capital expenditure requirements

◦	Sustaining capital expenditures represented approximately 2% of net revenues.

•	Debt portfolio with long-dated maturities extended over multiple years, with the majority of such debt having a fixed rate (see "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)

◦	74% of our debt is fixed rate.

◦	Our debt service coverage and leverage ratios were comfortably within their respective financial maintenance covenants.

◦	During January and February 2015, we amended our 2012 Credit Facility agreement and increased the capacity of the 2012 Revolver to an aggregate revolving commitment of approximately $2.2 billion.

◦

During the second quarter 2015, we (1) issued $1.0 billion aggregate principal amount of the May 2015 Tower Revenue Notes, (2) repaid $250.0 million of August 2010 Tower Revenue Notes with an anticipated repayment date of August 2015, (3) repaid all of the previously outstanding WCP Securitized Notes, and (4) repaid a portion of our outstanding borrowings under our 2012 Credit Facility. See note 5 to our condensed consolidated financial statements.

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•	Significant cash flows from operations

◦	Net cash provided by operating activities was $918.9 million.

◦	We expect to grow our core business of providing access to our wireless infrastructure as a result of contractual escalators and future anticipated demand for our wireless infrastructure.

•	Returning cash flows provided by operations to stockholders in the form of dividends

◦

During each of March and June 2015, we paid a common stock cash dividend of $0.82 per share, totaling approximately $547.4 million. During July 2015, we declared a common stock cash dividend of $0.82 per share to be paid in September 2015. See notes 11 and 14 to our condensed consolidated financial statements for discussion of our common stock dividends. We currently expect our anticipated quarterly dividends to result in aggregate annual cash payments of approximately $1.1 billion during 2015, or an annual amount of $3.28 per share. Over time, we expect to increase our dividend per share generally commensurate with our realized growth in cash flows. Future dividends are subject to the approval of our board of directors. See note 8 to our condensed consolidated financial statements for discussion surrounding the tax treatment of our dividends.

•	Investing capital efficiently to grow long-term dividends per share

◦	Discretionary capital expenditures were $376.8 million, including wireless infrastructure improvements in order to support additional site rentals, construction of wireless infrastructure and land purchases.

•

We expect that our full year 2015 site rental revenue growth will be benefited by similar levels of tenant additions as in 2014, as large U.S. wireless carriers upgrade their networks, partially offset by an increase in non-renewals of tenant leases. During 2015, we expect non-renewals of tenant leases to result from (1) Sprint's decommissioning of its legacy Nextel iDEN network and (2) the decommissioning of the former Leap Wireless, MetroPCS and Clearwire networks, at least in part, which we expect to occur predominately from 2015 through 2018. See "Item 1A—Risk Factors" in our 2014 Form 10-K.

•	We expect sustaining capital expenditures to be slightly higher than 2% of net revenues for full year 2015 due to expansion of our office facilities.

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*	Percentage is not meaningful

(a)	Exclusive of depreciation, amortization and accretion shown separately.

(b)	Inclusive of the impact of foreign exchange rate fluctuations.

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*	Percentage is not meaningful

(a)	Exclusive of depreciation, amortization and accretion shown separately.

(b)	Inclusive of the impact of foreign exchange rate fluctuations.

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(a)	Exclusive of restricted cash.

(b)	Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in the 2012 Credit Facility. See our 2014 Form 10-K.

(c)	Exclusive of $835 million in borrowings under our 2012 Revolver and cash on hand used to fund the Sunesys Acquisition in August 2015. See notes 4 and 14 to our condensed consolidated financial statements.

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•

We expect that our cash on hand, undrawn availability from our 2012 Revolver and net cash provided by operating activities (net of cash interest payments) should be sufficient to cover our expected (1) debt service obligations of $94.7 million (principal payments), (2) common stock dividend payments expected to be $3.28 per share, or an aggregate of approximately $1.1 billion during 2015, subject to future approval by our board of directors (see "Item 2. MD&A—Business Fundamentals and Results"), (3) Convertible Preferred Stock dividend payments of approximately $45 million, and (4) sustaining and discretionary capital expenditures (expect to be equal to or greater than current levels). As CCIC and CCOC are holding companies, this cash flow from operations is generated by our operating subsidiaries.

•	We have no scheduled contractual debt maturities other than principal payments on amortizing debt. See "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a tabular presentation as of June 30, 2015 of our scheduled contractual debt maturities and a discussion of anticipated repayment dates.

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(a)	The above reconciliation excludes the items included in the Company's Adjusted EBITDA definition which are not applicable to the periods shown.

(a)	The above reconciliation excludes the items included in the Company's Adjusted EBITDA definition which are not applicable to the periods shown.

•	it is the primary measure used by our management to evaluate the economic productivity of our operations, including the efficiency of our employees and the profitability associated with their performance, the realization of lease revenues under our long-term leases, our ability to obtain and maintain our tenants, and our ability to operate our wireless infrastructure effectively;

•	it is the primary measure of profit and loss historically used by management for purposes of making decisions about allocating resources to, and assessing the performance of, our operating segments;

•	it is similar to the measure of current financial performance generally used in our debt covenant calculations;

•	although specific definitions may vary, it is widely used in the tower sector and other similar providers of wireless infrastructure to measure operating performance without regard to items such as depreciation, amortization and accretion which can vary depending upon accounting methods and the book value of assets; and

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•	we believe it helps investors meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results.

•	with respect to compliance with our debt covenants, which require us to maintain certain financial ratios including, or similar to, Adjusted EBITDA;

•	as the primary measure of profit and loss historically used for purposes of making decisions about allocating resources to, and assessing the performance of, our operating segments;

•	as a performance goal in employee annual incentive compensation;

•	as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results;

•	in presentations to our board of directors to enable it to have the same measurement of operating performance used by management;

•	for planning purposes, including preparation of our annual operating budget;

•	as a valuation measure in strategic analyses in connection with the purchase and sale of assets; and

•	in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio and interest coverage ratio.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

•	the potential refinancing of our existing debt ($11.1 billion outstanding at June 30, 2015 and $11.9 billion at December 31, 2014);

•	our $2.9 billion and $4.2 billion of floating rate debt at June 30, 2015 and December 31, 2014, respectively; which represented approximately 26% and 35% of our total debt, as of June 30, 2015 and as of December 31, 2014, respectively; and

•	potential future borrowings of incremental debt, including borrowings on our 2012 Credit Facility.

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(a)	The fair value of our debt is based on indicative quotes (that is, non-binding quotes) from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount which could be realized in a current market exchange.

(b)	The average interest rate represents the weighted-average stated coupon rate (see footnotes (c) and (d)).

(c)

The impact of principal payments that will commence following the anticipated repayment dates is not considered. The January 2010 Tower Revenue Notes consist of two series of notes with principal amounts of $350.0 million and $1.3 billion, having anticipated repayment dates in 2017 and 2020, respectively. The August 2010 Tower Revenue Notes consist of two series of notes with principal amounts of $300.0 million and $1.0 billion, having anticipated repayment dates in 2017 and 2020, respectively. See note 5 to our condensed consolidated financial statements for a discussion of our issuance of $1.0 billion of the May 2015 Tower Revenue Notes with anticipated repayment dates ranging between 2022 and 2025.

(d)

If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow of the issuers of the Tower Revenue Notes. The Tower Revenue Notes are presented based on their contractual maturity dates ranging from 2037 to 2045 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes. The full year 2014 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $502.9 million. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.

(e)

The average variable interest rate is based on the currently observable forward rates. The 2012 Revolver and the Tranche A Term Loans bear interest at a per annum rate equal to LIBOR plus 1.5% to 2.25%, based on CCOC's total net leverage ratio. The Tranche B Term Loans bear interest at a per annum rate equal to LIBOR (with LIBOR subject to a floor of 75 basis points per annum) plus 2.25% to 2.5%, based on CCOC's total net leverage ratio.

(f)	Predominantly consists of $500 million in aggregate principal of 2.381% secured notes due 2017.

(g)	Predominantly consists of the Tranche A Term Loans due January 2019. See note 5 to our condensed consolidated financial statements.

(h)	In August 2015, we utilized approximately $835 million in borrowings under our 2012 Revolver to fund the Sunesys Acquisition. See notes 4, 5 and 14 to our condensed consolidated financial statements.

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ITEM 4.	CONTROLS AND PROCEDURES

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ITEM 1.	LEGAL PROCEEDINGS

ITEM 1A.	RISK FACTORS

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 6.	EXHIBITS

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*	Filed herewith.

(a)	Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on December 16, 2014.

(b)	Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on August 4, 2015.

(c)	Incorporated by reference to the exhibit previously filed by the Registrant on Form 10-Q (File No. 001-16441) for the quarter ended March 31, 2015.

(d)	Incorporated by reference to the exhibit previously filed by the Registrant on Form 8-K (File No. 001-16441) on May 21, 2015.

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1.	Interpretation    1

1.1	Definitions    1

1.2	Reasonable endeavours    11

1.3	Things required to be done other than on a Business Day    11

1.4	Other rules of interpretation    11

2.	Sale and Purchase of the Shares    13

2.1	Condition precedent    13

2.2	Sale and purchase    14

2.3	Consideration    14

2.4	Payment    14

2.5	Purchase price adjustments    14

2.6	Payments following adjustment    15

2.7	Adjustment representative    16

2.8	Ownership and risk    16

2.9	Certain payments taken to be a reduction or increase in the Purchase Price    16

2.10	Waiver of transfer restrictions and other rights    16

2.11	Waiver of claims under the Shareholders Agreement and termination of the Shareholders Agreement    16

2.12	Waiver of claims under the Management Agreement and termination of the Management Agreement    17

2.13	Installment Payment and Letter of Credit    17

3.	Termination    18

3.1	Termination Rights    18

4.	Pre-Completion Obligations    18

4.1	Access and information    18

4.2	Conduct of business    19

4.3	Assistance with Tower Site Leases and Tower Site Licenses    20

4.4	Financing    20

4.5	Intercompany Revolving Credit Facility freeze    22

5.	Completion    23

5.1	Time and place    23

5.2	Buyer obligations    23

5.3	Seller obligations    23

5.4	Performance of Completion obligations    24

5.5	Waiver of Completion obligations    25

5.6	Notice to complete    25

6.	W&I Insurance Arrangements    25

6.1	W&I Insurance    25

6.2	Conflict    27

7.	Guarantees    27

7.1	Release of Group Companies from guarantees    27

7.2	Release of Seller Group Members from guarantees    27

8.	General Post-Completion Obligations    27

8.1	Seller obligations whilst registered holder of Shares    27

8.2	Access to records and documents    28

8.3	D&O cover and exclusion of directors and officers liability    28

8.4	No use of certain names    29

9.	Seller Warranties    29

9.1	Warranties    29

9.2	Separate and independent warranties    29

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9.3	Buyer knowledge and status of Seller Warranties    30

10.	Limitations    30

10.1	No action against officers or employees    30

10.2	Due Diligence Investigation    30

10.3	Disclosed Information    31

10.4	Qualifications to Seller Warranties and Tax Indemnity    31

10.5	Qualifications to Disclosed Information    32

10.6	Other exclusions    33

10.7	Time limits    34

10.8	Notice of Claims    34

10.9	Financial limits    34

10.10	Multiple Warrantor limits    35

10.11	Exclusion of liability for certain Losses    35

10.12	Restrictions on specific warranties    36

10.13	Subsequent disposal    36

10.14	Mitigation of loss    36

10.15	Voluntary actions    36

10.16	Right to remedy    36

10.17	Repayment of Claim Related Benefits    36

10.18	Buyer to pursue Claim Related Benefits    37

10.19	Insurance    37

10.20	Separate and independent limitations    37

10.21	Sole remedy    37

10.22	Limitation on Tax Warranties    37

10.23	Tax Election    38

11.	Tax Indemnity    38

11.1	Indemnity    38

11.2	Payments    38

11.3	Exclusions    38

11.4	Mitigation    39

12.	Third Party Claims    39

12.1	Notice    39

12.2	Buyer obligations    39

12.3	CCOL may assume conduct of Third Party Claims    40

12.4	Provision of information    41

13.	Warranties by the Buyer    41

14.	Conduct of Tax Claims and Preparation of Tax Returns    43

14.1	Notice    43

14.2	Buyer conduct and obligations    43

14.3	CCOL control    45

14.4	Straddle Periods    46

14.5	Limits on control    46

15.	Confidentiality    46

15.1	Buyer confidentiality obligations    46

15.2	Seller confidentiality obligations    47

15.3	Permitted announcements and disclosures    47

16.	Payments    48

16.1	Manner of payments    48

16.2	Withholding    48

16.3	No set-off by Buyer    48

17.	GST and Similar Taxes    48

17.1	Interpretation    48

17.2	Consideration exclusive of GST    48

17.3	Payment of GST    48

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17.4	Tax invoice    49

17.5	Adjustments    49

17.6	Input tax credits    49

17.7	Similar taxes    49

18.	Notices    49

18.1	Manner of giving notice    49

18.2	When notice given    50

18.3	Proof of service    50

18.4	Documents relating to legal proceedings    50

19.	Non-Solicitation; Non-Competition    50

19.1	Non-solicitation    50

19.2	Non-Solicitation Restraint Period    50

19.3	Non-competition    51

19.4	Non-Competition Restraint Period    51

19.5	Inapplicable to third party acquirors    51

19.6	Severability    52

19.7	Reasonableness of restraint    52

20.	Entire Agreement    52

20.1	Entire agreement    52

20.2	No reliance    52

20.3	No limitation of certain liabilities and remedies    52

21.	General    52

21.1	Amendment    52

21.2	Assignment    53

21.3	Consents and approvals    53

21.4	Costs    53

21.5	Duty    53

21.6	Execution in counterparts    53

21.7	Exercise and waiver of rights    53

21.8	No merger    53

21.9	Severability    54

21.10	Remedies    54

22.	Governing Law and Jurisdiction    54

22.1	Governing law    54

22.2	Jurisdiction    54

22.3	Service of process    54

23.	Trustee Limitation of Liability    54

24.	Minority Sellers Shareholder Warranty Escrow    55

24.1	Reduction of Purchase Price paid to Minority Sellers    55

24.2	Recovery against Shareholder Warranty Escrow Account    55

24.3	Reduction of Shareholder Warranty Escrow Amount    55

24.4	Distribution to Minority Sellers    55

25.	CCI Guarantee    56

25.1	Guarantee    56

25.2	CCOL actions to bind CCI    56

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(1)	THE PARTIES whose names are set out in column 1 of Schedule 1 (each, a “Seller” and, collectively, the “Sellers”);

(2)	Turri Bidco Pty Ltd ACN 605 799 899, a corporation organized under the laws of the Commonwealth of Australia, (the “Buyer”);

(3)	Turri Finance Pty Ltd ACN 605 452 435, a corporation organized under the laws of the Commonwealth of Australia, (“FinCo”); and

(4)	Crown Castle International Corp., a corporation organized under the laws of the State of Delaware (United States of America) (“CCI”), solely with respect to clauses 19, 20, 21, 22 and 25.

(A)	The Sellers are the owners of all the issued share capital of the Company, further details of which are set out in Schedule 1.

(B)	The Sellers wish to sell and the Buyer wishes to buy all the issued share capital of the Company on the terms and subject to the conditions set out in this Agreement.

1.	INTERPRETATION

1.1	Definitions

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(a)	for breach of any provision of this Agreement or any other Transaction Document; or

(b)	otherwise in respect of the subject matter of this Agreement or any other Transaction Document;

(a)	the information and the documents made available to the Buyer or any of its Representatives on or before the date of this Agreement in the physical or electronic data rooms to which the Buyer has been given access, an index to which is attached as Annex 1 or provided to the Buyer on CD-Rom or DVD; and

(b)	the written answers or written confirmations or correspondence provided by any of the Sellers, the management of the Group Companies or any of their respective Representatives or Related Entities to the Buyer or any of its Representatives on or before the date of this Agreement in response to requests for information;

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(a)	any agreement in effect on the date of this Agreement under which a Group Company may borrow money in excess of A$5 million;

(b)	any equipment lease, finance lease, hire purchase agreement or similar arrangement in effect on the date of this Agreement under which a Group Company holds assets to a value of A$5 million or more; and

(c)	the ANZ Facility, but excluding the Intercompany Revolving Credit Facility;

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(a)	the person is unable to or states that it is unable to pay its debts as they fall due or stops or threatens to stop paying its debts as they fall due;

(b)	any indebtedness of the person is subject to a moratorium;

(c)	a liquidator, provisional liquidator or administrator has been appointed to the person, a controller (as defined in section 9 of the Corporations Act) has been appointed to any property of the person or an event occurs which gives any other person a right to seek such an appointment;

(d)	an order has been made, a resolution has been passed or proposed in a notice of meeting or in an announcement to any recognised securities exchange, or an application to court has been made for the winding up or dissolution of the person or for the entry into of any arrangement, compromise or composition with, or assignment for the benefit of, creditors of the person or any class of them;

(e)	a writ of execution, garnishee order, mareva injunction or similar order has been issued over or affecting, all or a substantial part of the assets of the person; or

(f)	the person has otherwise become, or is otherwise taken to be, insolvent in any jurisdiction or an event occurs in any jurisdiction in relation to the person which is analogous to, or which has a substantially similar effect to, any of the events referred to in paragraphs (a) to (e) above;

(a)	copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered);

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(b)	applications for registration, and rights to apply for registration, of any of the foregoing rights; and

(c)	all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

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(a)	a lien arising by operation of law or in the ordinary course of business of, and not arising as a result of a default or omission by, the relevant Group Company;

(b)	a retention of title arrangement entered into by any Group Company in the ordinary course of business on the supplier’s usual terms of sale (or on terms more favourable to that Group Company), and not arising as a result of a default or omission by any Group Company;

(c)	a purchase money security interest (as defined in section 14 of the PPS Act) which relates to the deferred purchase price of any asset or service provided to any Group Company in the ordinary course of business;

(d)	a lease, licence or similar arrangement which relates to an asset arising in the ordinary course of business of the relevant Group Company;

(e)	a netting, set-off or similar arrangement or any combination thereof entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(f)	an interest in personal property that would not be a Security Interest but for section 12(3) of the PPS Act;

(g)	a registered covenant, easement, caveat, mortgage, charge or other dealing or affectation whether registered on title at a State or Territory land registry, or unregistered, burdening any of the Freehold Office Properties, Leasehold Office Properties or Tower Sites as at the date of this Agreement;

(h)	a reservation, exception or condition contained in any Crown grant; or

(i)	without limiting the above, rights under any Material Contract, Tower Site Lease or Tower Site License;

(a)	the maximum aggregate amount that is determined by Buyer, acting reasonably, to be necessary to satisfy all Shareholder Warranty Claims against such Minority Seller that have been timely asserted but not finally resolved by that date and;

(b)	such Minority Seller’s Shareholder Warranty Escrow Amount as of such date;

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(a)	controls the first entity;

(b)	is under the control of the first entity; or

(c)	is under the control of a third entity that also controls the first entity,

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(a)	such Minority Seller’s Respective Proportion divided by the sum of all Minority Sellers’ Respective Proportions; and

(b)	the Total Shareholder Warranty Escrow Amount,

(a)	any charge, tax, duty, levy, impost or withholding imposed by or for the support of any Government Agency, however and wherever collected or recovered, including GST but excluding Duty; and

(b)	any penalty, fine, interest or additional charge payable in relation to any such charge, tax, duty, levy, impost or withholding;

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(a)	customer equipment and facilities on that Tower Site; and

(b)	any foundation, footing or other structure that is part of the land on which the Tower is situated or that is owned by the lessor to a Group Company of the Tower Site;

(a)	the lease, licence or other property right granted to a Group Company by the owner or head lessor of that Tower Site (“Tower Site Leases”);

(b)	the site licences (including leases and sub-leases) granted by a Group Company to customers in relation to access to and use of the Tower Site (“Tower Site Licences”) by those customers for co-locating telecommunications and related equipment on that Tower Site; or

(c)	certain co-location process and other documents (including quotes, offers of elevation and application approvals) issued to or by a customer in relation to the grant of site licences for access to and use of the Tower Site by customers for co-locating telecommunications and related equipment on that Tower Site;

(a)	this Agreement;

(b)	the TSA;

(c)	the TLA; and

(d)	any other agreements executed or to be executed by any of the parties or their Related Entities on the date of this Agreement or at Completion in connection with this Agreement;

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1.2	Reasonable endeavours

(a)	commence any claim, demand, cause of action or proceeding against any person;

(b)	procure absolutely that that thing is done or happens;

(c)	incur a material expense, except where that provision expressly specifies otherwise; or

(d)	accept any undertakings or conditions required by any third party if those undertakings or conditions, in the reasonable opinion of the party required to give such undertakings or satisfy such conditions, are materially adverse to its commercial interests or fundamentally or materially alter the basis on which it originally agreed to the transaction that is the subject of this Agreement.

1.3	Things required to be done other than on a Business Day

1.4	Other rules of interpretation

(a)	unless expressly stated to the contrary, any reference, express or implied, to any legislation in any jurisdiction includes:

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(i)	such legislation as amended, extended or applied by or under any other legislation made before or after execution of this Agreement;

(ii)	any legislation which such legislation re-enacts with or without modification; and

(iii)	any subordinate legislation made before or after execution of this Agreement under such legislation, including (where applicable) that legislation as amended, extended or applied as described in clause 1.4(a)(i), or under any legislation which it re-enacts as described in clause 1.4(a)(ii);

(b)	references to persons or entities include Government Agencies, natural persons, bodies corporate, partnerships, trusts and unincorporated and incorporated associations of persons;

(c)	references to an individual or a natural person (other than in clause 10.4(b)) include such person’s estate and personal representatives;

(d)	unless otherwise specified herein, a reference to a clause, schedule or annex is a reference to a clause, schedule or annex of or to this Agreement (and the schedules and annexes form part of this Agreement);

(e)	subject to clause 21.2, references to a party to this Agreement include the successors or permitted assigns (immediate or otherwise) of that party;

(f)	a reference to any instrument or document includes any variation or replacement thereof;

(g)	unless otherwise indicated, a reference to any time is a reference to that time in Sydney, Australia;

(h)	a reference to $, A$ or dollars is to Australian currency;

(i)	singular words include the plural and vice versa;

(j)	a word of any gender includes the corresponding words of any other gender;

(k)	if a word or phrase is defined, other grammatical forms of that word have a corresponding meaning;

(l)	the use of the word “or” shall not be exclusive;

(m)	general words must not be given a restrictive meaning by reason of the fact that they are followed by particular examples (including the use of the words “include”, “including”, “for example” or “such as”) which are intended to be embraced by the general words, and the use of such examples does not limit the meaning of the general words;

(n)	unless expressly stated to the contrary, any timeframes provided for may be modified or waived by agreement of CCOL (in consultation with Todd) and the Buyer;

(o)	nothing is to be construed adversely to a party just because that party put forward this Agreement or the relevant part of this Agreement;

(p)	the headings do not affect interpretation;

(q)	the obligations of the Sellers (or any of them) are several (not joint or joint and several); and

(r)	the obligations of the Warrantors (or any of them) are several (not joint or joint and several).

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2.	SALE AND PURCHASE OF THE SHARES

2.1	Condition precedent

(a)	Completion cannot and must not occur until the W&I Insurers have issued the W&I Insurance Policy to the Buyer.

(b)	The Buyer must use its best efforts to ensure that the condition precedent in clause 2.1(a) is satisfied as soon as possible but in any event before the Sunset Date.

(c)	Without limiting the generality of clause 2.1(b):

(i)	each party must supply all necessary or appropriate information for the purpose of enabling the condition in clause 2.1(a) to be fulfilled;

(ii)	no party may take any action, or fail to take any action, that would or would be likely to prevent or hinder the satisfaction of the condition in clause 2.1(a);

(iii)	each party must keep the other parties informed in a timely manner of the status of any discussions or negotiations with relevant third parties regarding the condition in clause 2.1(a); and

(iv)	each party must respond in a timely manner to any other party’s reasonable request regarding the status of any discussions or negotiations with relevant third parties regarding the condition in clause 2.1(a).

(d)	If any party becomes aware

(i)	that the condition in clause 2.1(a) has been satisfied; or

(ii)	of any facts, circumstances or matters that may result in the condition in clause 2.1(a) not being or becoming incapable of being satisfied,

(e)	The Buyer acknowledges and agrees that:

(i)	the W&I Insurers have been engaged by the Buyer to provide the W&I Insurance Policy;

(ii)	the W&I Insurance Policy for the primary layer of insurance (subject to the W&I Insurers’ confirmatory underwriting process) is substantially in an agreed form;

(iii)	the Buyer must promptly provide all information and other assistance reasonably required by the W&I Insurers or the Sellers for the purpose of satisfying the condition in clause 2.1(a).

(f)	If the condition in clause 2.1(a) has not been satisfied by the Sunset Date, CCOL may (in consultation with Todd) by notice in writing to the Buyer extend the date for satisfaction of the condition in clause 2.1(a) to a date on or before the End Date.

(g)	Completion cannot and must not occur unless the Buyer simultaneously delivers to CCOL the CCOL Letter of Credit.

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2.2	Sale and purchase

2.3	Consideration

2.4	Payment

(a)	On Completion, subject to clause 24.1, the Buyer must pay each Seller an amount equal to such Seller’s Respective Proportion multiplied by the following amount:

(i)	the Equity Purchase Price, minus

(ii)	the Adjustment Escrow Amount, plus

(iii)	the Estimated Net Cash, minus

(iv)	the Balance Sheet Date Working Capital, plus

(v)	the Estimated Working Capital.

(b)	On Completion, the Buyer must pay, or otherwise provide funding to the Company, in an amount equal to the Advisory Expenses.

(c)	On Completion, the Buyer must deposit the Adjustment Escrow Amount into the Adjustment Escrow Account.

(d)	On Completion, the Buyer must deposit the Total Shareholder Warranty Escrow Amount into the Shareholder Warranty Escrow Account.

(e)	Immediately following Completion, the Buyer must pay the Intercompany Loan Repayment Amount to CCI on behalf of the Company in accordance with clause 5.2(b).

2.5	Purchase price adjustments

(a)	if the Actual Working Capital is less than the Estimated Working Capital, the Purchase Price must be reduced by the amount by which the Actual Working Capital is less than the Estimated Working Capital;

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(b)	if the Actual Working Capital exceeds the Estimated Working Capital, the Purchase Price must be increased by the amount by which the Actual Working Capital exceeds the Estimated Working Capital;

(c)	if the Actual Net Cash is less than the Estimated Net Cash, the Purchase Price must be reduced by the amount by which the Actual Net Cash is less than the Estimated Net Cash; and

(d)	if the Actual Net Cash exceeds the Estimated Net Cash, the Purchase Price must be increased by the amount by which the Actual Net Cash exceeds the Estimated Net Cash.

2.6	Payments following adjustment

(a)	the Purchase Price is increased,

(i)	the Buyer must make a payment to each Seller in the amount of such aggregate increase of the Purchase Price multiplied by such Seller’s Respective Proportion, and

(ii)	the Adjustment Representative must release to each Seller an amount equal to the Adjustment Escrow Amount multiplied by such Seller’s Respective Proportion;

(b)	the Purchase Price is reduced and the Adjustment Escrow Amount is less than the aggregate amount of such reduction (such shortfall, the “Adjustment Escrow Shortfall Amount”),

(v)	the Adjustment Representative must release to the Buyer the Adjustment Escrow Amount, and

(vi)	each Seller must make, or procure that another party makes on its behalf, a payment to the Buyer in the amount of the Adjustment Escrow Shortfall Amount multiplied by such Seller’s Respective Proportion; or

(c)	the Purchase Price is reduced and the Adjustment Escrow Amount exceeds or is equal to the aggregate amount of such reduction (any such excess, the “Adjustment Escrow Excess Amount”),

(iii)	the Adjustment Representative must release to the Buyer the aggregate amount of such reduction of the Purchase Price, and

(iv)	the Adjustment Representative must release to each Seller an amount equal to the Adjustment Escrow Excess Amount multiplied by such Seller’s Respective Proportion.

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2.7	Adjustment representative

2.8	Ownership and risk

2.9	Certain payments taken to be a reduction or increase in the Purchase Price

2.10	Waiver of transfer restrictions and other rights

2.11	Waiver of claims under the Shareholders Agreement and termination of the Shareholders Agreement

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(a)	to approve under the Co-Investment Agreement the sale of their respective Shares to the Buyer under this Agreement; and

(b)	to procure that the Co-Investment Agreement will terminate with effect on and from Completion (except for certain limited provisions, such as confidentiality restrictions, which will survive termination, but so that none of such surviving provisions will have the effect of an Encumbrance over their respective Shares).

2.12	Waiver of claims under the Management Agreement and termination of the Management Agreement

2.13	Installment Payment and Letter of Credit

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3.	TERMINATION

3.1	Termination Rights

(a)	If Completion does not occur on or before the End Date, CCOL (in consultation with Todd) or the Buyer may terminate this Agreement (provided the terminating party is not in breach of this Agreement) by giving notice to the other parties and in that event the provisions of clause 3.1(d) will apply.

(b)	If the condition in clause 2.1(a) is not fulfilled by the Sunset Date (or, if the date for satisfaction of the condition in clause 2.1(a) has been extended by CCOL under clause 2.1(f), such later date), or a later date agreed in writing between the Buyer and CCOL (in consultation with Todd), then:

(iv)	as long as none of the Sellers are in breach of clause 2.1 or any other provision of this Agreement, CCOL (in consultation with Todd) may terminate this Agreement at any time before Completion by giving notice to the Buyer and in that event the provisions of 3.1(d) will apply; and

(v)	as long as the Buyer is not in breach of clause 2.1 or any other provision of this Agreement, the Buyer may terminate this Agreement at any time before Completion by giving notice to the Sellers and in that event the provisions of 3.1(d) will apply.

(c)	Except for the express right of termination contained in clauses 3.1(a) or 3.1(b), no party has any right to terminate this Agreement and the parties waive their rights (if any) to annul, rescind, dissolve, withdraw from, cancel or terminate this Agreement in any circumstances.

(d)	If this Agreement is terminated under clauses 3.1(a) or 3.2(b) then:

(i)	except as provided in clause 3.1(d)(iii), all of the provisions of this Agreement will cease to have effect and each party is released from its obligations to further perform this Agreement;

(ii)	each party retains all rights that it has against each other party in respect of any breach of this Agreement occurring before termination; and

(iii)	the provisions of, and rights and obligations of each party under, this clause 3.1(d) and each of the Surviving Clauses survive termination of this Agreement.

4.	PRE-COMPLETION OBLIGATIONS

4.1	Access and information

(a)

each Major Seller must (in its capacity as a shareholder of the Company and with regard to its representation on the board of directors of the Company), and each other Seller must use reasonable endeavours to, procure that the Buyer and its agents and advisers are given reasonable access to the properties and to the books and records of the Group Companies during normal business hours on any Business Day and on reasonable notice to CCOL; and

(b)	each Seller must provide such information regarding the businesses and affairs of the Group Companies that is in the possession of such Seller as the Buyer may reasonably require.

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4.2	Conduct of business

(a)	incur any capital expenditure exceeding A$2 million in the aggregate with the exception of (i) expenditure within the budget of the then current financial year or (ii) expenditure that is already committed to be made as at the date of this Agreement and which has been fairly disclosed in the Data Room Information;

(b)	transfer, or otherwise dispose of, or create any Encumbrance (other than a Permitted Encumbrance created in the ordinary course of business) over, any material part of its assets;

(c)	increase the aggregate level of its indebtedness for borrowed money by $10,500,000 in aggregate;

(d)	make any loans to any third parties in excess of $200,000 in aggregate;

(e)	hire (except as provided for within the budget of the then current fiscal year), terminate (except for good cause) the employment of, or make any material change to the terms and conditions of employment of, any employee of any Group Company that has a base salary of more than A$200,000 per annum;

(f)	create, issue, purchase, buy back or redeem any shares of any Group Company or other securities convertible into shares of any Group Company, or otherwise alter the share capital of any Group Company;

(g)	knowingly permit any of its insurance policies to lapse, or knowingly do anything which would render any of its insurance policies void, voidable or no longer enforceable;

(h)	change in any material respect the accounting principles or practices of any Group Company, except as required by law or applicable Accounting Standards;

(i)	amend the terms of the Intercompany Revolving Credit Facility;

(j)	enter into any pre-emptive rights, voting agreements or other similar arrangements in respect of any shares of a Group Company;

(k)	enter into, terminate (except to replace on an equivalent basis) or amend in any material respect any Material Contract or Financing Agreement;

(l)	terminate (except to replace on an equivalent basis) or amend in any material respect any Tower Site Lease or Tower Site License;

(m)	amend its constituent documents;

(n)	enter into any Industrial Instrument other than in the ordinary course of business;

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(o)	commence, defend (unless it is responding to an urgent application) or settle any material litigation, arbitration or other legal proceeding, other than for the collection of debts owing to it or in the ordinary course of business;

(p)	cancel any material indebtedness owed to it other than in the ordinary course of business;

(q)	other than the Transaction Documents, enter into any contract, understanding or other arrangement with a Related Entity (other than a Group Company or other than pursuant to existing arrangements as at the date of this Agreement and fairly disclosed in the Data Room Information);

(r)	merge or consolidate with any other corporation or acquire all or substantially all of the shares or the business or assets of any other person or entity;

(s)	pass a resolution for the winding up or dissolution of any Group Company;

(t)	make any material Tax election or settle or compromise any material Tax liability, unless that election, settlement or compromise is required by law, or engage in any transaction, act or event which gives rise to any material Tax liability which is outside the ordinary course of business;

(u)	authorize, agree to or attempt any of the above.

4.3	Assistance with Tower Site Leases and Tower Site Licenses

4.4	Financing

(a)

Each of the Buyer and FinCo must, and must procure that its Related Entities, take, or cause to be taken, all appropriate action, do, or cause to be done, all things necessary, proper or advisable, and execute and deliver, or cause to be executed and delivered, such instruments and documents as may be required, to obtain the Financing on or prior to Completion on the terms and subject only to the conditions contained in the Financing Commitments, including to:

(i)	negotiate and enter into definitive agreements with respect to the Financing on the terms and subject only to the conditions contained in the Financing Commitments or on other terms acceptable to the Buyer so long as such definitive agreements:

(A)	do not contain any additional or modified conditions or other contingencies to the funding of the Financing than those contained in the Financing Commitments as at the date of this Agreement;

(B)	are in a form that is otherwise not reasonably likely to impair or delay the funding of the Financing or Completion; and

(C)	do not:

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I.	materially increase the aggregate amount of debt financing included in the Financing; or

II.

reduce the aggregate amount of the Debt Financing set forth in the Financing Commitments as at the date of this Agreement, unless in the case of this clause (C)(II), replaced with an amount of new equity financing on conditions no less favourable to the Sellers than the terms set forth in the Financing Commitments for the Equity Financing included in the Financing as at the date of this Agreement;

(ii)	satisfy, and cause its Related Entities to satisfy, on or prior to Completion all conditions applicable to the Buyer, FinCo or their Affiliates contained in the Financing Commitments;

(iii)	consummate the Financing contemplated by the Financing Commitments at Completion; and

(iv)	enforce its rights under the Debt Financing Commitments and the definitive agreements relating to the Debt Financing.

(b)	The Buyer and FinCo must, and must procure that their Affiliates, refrain from taking, directly or indirectly, any action that is reasonably likely to result in the failure of any of the conditions contained in the Financing Commitments or in any definitive agreement related to the Financing.

(c)

The Buyer acknowledges that its obligation to consummate the transactions contemplated by this Agreement on the terms set forth herein are not conditioned upon the availability or consummation of the Financing, the availability of any replacement commitments or receipt of the proceeds therefrom and, accordingly, the parties agree that a failure of Buyer to complete the transactions contemplated by this Agreement resulting from a failure or inability to consummate the Financing constitutes a breach for purposes of this Agreement.

(d)

Neither the Buyer nor FinCo shall agree to or permit any material amendment, supplement or other modification of, or waive any of its rights under, any Debt Financing Commitments or the definitive agreements relating to the Debt Financing without notifying the Major Sellers prior to agreeing to any such amendment, supplement, modification or waiver. For purposes of this clause 4.4 references to the “Debt Financing” and the “Financing” shall include the financing contemplated by the applicable Debt Financing Commitments as permitted to be amended, modified or replaced by this clause 4.4 and references to the “Debt Financing Commitments” shall include such documents as permitted to be amended, modified or replaced by this clause 4.4.

(e)

If either the Buyer or FinCo becomes aware that any portion of the Financing becomes unavailable on the terms and conditions contained in the Financing Commitments, the Buyer shall promptly notify the Sellers, and each of the Buyer and FinCo must, and must procure that its Related Entities, obtain, as promptly as practicable following the occurrence of such event, replacement commitments on terms and conditions that will enable the Buyer to consummate the transactions contemplated by this Agreement and that are not less favourable in the aggregate to the Sellers than those contained in the Financing Commitments (any such replacement financing, the “Alternative Financing”); provided that such replacement commitments shall not:

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(i)	be subject to any additional or modified conditions or other contingencies to the funding of the Financing than those contained in the Financing Commitments as in effect on the date of this Agreement; or

(ii)	otherwise be reasonably likely to impair or delay the funding of the Financing or Completion.

(f)

Each Major Seller must (in its capacity as a shareholder of the Company and with regard to its representation on the board of directors of the Company), and each other Seller must use reasonable endeavours to, procure that the Group Companies provide the Buyer with such cooperation as is customary and reasonably requested by the Buyer in connection with the Debt Financing or any Alternative Financing (to the extent not unreasonably interfering with the business or operations of any of the Group Companies). The Buyer shall, promptly upon request by any of the Group Companies or either Major Seller, reimburse such Group Company or Major Seller for all out-of-pocket costs incurred by such Group Company or Major Seller or any of their respective Related Entities in connection with such cooperation. Each of the Buyer and FinCo shall indemnify the Sellers and their respective Related Entities from and against any Loss suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith.

(g)	Each of the Buyer and FinCo shall keep the Sellers informed on a timely basis of the status of the Financing and any material developments relating to the Financing. Without limiting the generality of the foregoing, each of the Buyer and FinCo shall give the Sellers prompt notice of:

(i)	any actual default or material breach by any party under either of the Financing Commitments or the definitive agreements relating to the Financing of which the Buyer becomes aware;

(ii)	any termination of either of the Financing Commitments;

(iii)	the receipt of any written notice or other written communication from any person or entity party to a Financing Commitment with respect to any:

(A)	actual or potential default or material breach, termination or repudiation of any Financing Commitment, any definitive agreement relating to the Financing or any provision of the Financing Commitments or the definitive agreements relating to the Financing, in each case by any party thereto; or

(B)	material dispute or disagreement between or among any parties to any Financing Commitment or the definitive agreements relating to the Financing, with respect to the obligation to fund the Financing, including any condition with respect to the obligation to fund the Financing, or the amount of Financing to be funded at Completion; and

(iv)	if for any reason either the Buyer or FinCo believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive agreements relating to the Financing.

4.5	Intercompany Revolving Credit Facility freeze

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5.	COMPLETION

5.1	Time and place

5.2	Buyer obligations

(a)	On Completion the Buyer must:

(i)	pay each Seller pursuant to clause 2 in accordance with the provisions of clause 16; and

(ii)	deliver to CCOL the CCOL Letter of Credit.

(b)

Immediately following Completion the Buyer must (i) advance to the Company an amount in cash equal to the Intercompany Loan Repayment Amount and (ii) procure that this advance is simultaneously used to discharge the Intercompany Revolving Credit Facility by the concurrent cash payment to CCI in an amount equal to the Intercompany Loan Repayment Amount. The occurrence of the events described in clauses (i) and (ii) of the immediately preceding sentence will be deemed to occur simultaneously.

5.3	Seller obligations

(a)	On Completion each Seller must procure the delivery to the Buyer of:

(i)	duly executed transfers in favour of the Buyer (or, if the Buyer directs any nominee(s) in writing prior to Completion, such nominee(s) as directed) of all of its Shares;

(ii)	the share certificate(s) representing its Shares (or an indemnity in customary form in the case any of its Shares are found to be missing); and

(iii)	such waivers or consents as may be necessary to enable the Buyer or its directed nominee(s) to become the registered holder of its Shares;

(b)	On Completion each Seller must, to the extent it is able to do so in its capacity as a shareholder of the Company, cause the Company to procure the delivery to the Buyer of:

(i)	the certificate of incorporation, minute books and statutory registers of each Group Company and the share certificates representing all of the shares in each Group

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(ii)	the ASIC corporate key of each Group Company.

(c)	On Completion each Seller must, to the extent it is able to do so in its capacity as a shareholder of the Company, procure that either a board meeting of the Company is held at which it is resolved that or circulating resolutions are executed by the directors of the Company resolving that:

(i)	such persons as the Buyer nominates by notice to the Sellers no less than three Business Days before Completion and who have provided to the Sellers a signed consent to act in the relevant capacity by that time are appointed as additional directors of the Company;

(ii)	the transfers referred to in clause 5.3(a)(i) are approved for registration, subject only to the payment of any applicable Duty; and

(iii)	all existing powers of attorney in favour of a Seller Group Member or any of its Representatives are revoked with effect from Completion.

(d)	On Completion:

(i)	CCOL must procure the delivery to the Buyer of the resignation of Philip Kelley, Christopher Moffett and James Young in respect of any directorship held by such individuals on the board of directors of any Group Company; and

(ii)	Todd must procure the delivery to the Buyer of the resignation of Evan Davies and Christopher Morrison in respect of any directorship held by such individuals on the board of directors of any Group Company.

(e)	On Completion CCOL and the Buyer must procure the delivery of the TSA and the TLA, duly executed by all parties thereto.

(f)	On Completion the Minority Sellers and the Buyer must procure the delivery of the Shareholder Warranty Escrow Agreement, duly executed by all parties thereto.

(g)

Immediately following Completion and the discharge of the Intercompany Revolving Credit Facility, CCOL must procure the delivery to the Buyer of a deed, in a form reasonably satisfactory to the Buyer prior to Completion, executed by CCI releasing (i) the Group Companies from their liabilities and obligations in respect of the Deed of Guarantee and Indemnity and (ii) any security interest granted in favour of CCI under the Share Security Deed.

5.4	Performance of Completion obligations

(a)	Subject to clause 5.5, Completion will be deemed to have not occurred unless all of the obligations of the parties which are to be performed on Completion are performed on the same date and in accordance with the terms of this Agreement.

(b)	If, for any reason, any of the obligations referenced in clause 5.4(a) are not performed and Completion does not occur, then without prejudice to any other rights of the parties, if a party has performed any of the obligations which it is to perform on Completion and such party notifies the other parties on the same date Completion should have occurred pursuant to the

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5.5	Waiver of Completion obligations

5.6	Notice to complete

6.	W&I INSURANCE ARRANGEMENTS

6.1	W&I Insurance

(a)	the Buyer must obtain and maintain the W&I Insurance Policy;

(b)	the Buyer acknowledges that (i) the Sellers have entered into this Agreement and will complete this Agreement in reliance on the Buyer having obtained the W&I Insurance Policy and (ii) there is no excess or any other amount payable by any Seller or any of its Related Entities under the W&I Insurance Policy;

(c)

the Buyer agrees that, subject to clause 6.1(e), no Warrantor has or will at any time have any liability to the Buyer or any other person in respect of any claim, demand, cause of action or proceeding for breach of any of the Business Warranties (which, for the avoidance of doubt, includes all claims, demands, causes of action or proceedings against a Warrantor the basis of which is that a Business Warranty is, or is alleged to be, untrue, inaccurate or misleading) or under the Tax Indemnity, and the Buyer’s sole and exclusive recourse in respect of any such claim, demand, cause of action or proceeding is against the W&I Insurance Policy;

(d)	the Buyer agrees that it will not be entitled to make, will not make, and hereby waives any right it may have to make, any claim, demand, cause of action or proceeding against any of the Warrantors arising out of a breach of any of the Business Warranties or under the Tax Indemnity, except to the extent:

(i)	required to permit a claim, demand, cause of action or proceeding against the W&I Insurers under the W&I Insurance Policy but only on the basis that no Warrantor, nor any of its Related Entities or its or their Representatives, will have any liability whatsoever for such claim, demand, cause of action or proceeding;

(ii)	such claim, demand, cause of action or proceeding arises out of the fraud of that Warrantor; or

(iii)	the amount of a Share Capital Warranty Claim would result in the aggregate of all such claims, demands, causes of action and proceedings arising out of a breach of any of the Business Warranties or under the Tax Indemnity exceeding the Cap Amount;

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(e)	the Buyer covenants with each Warrantor that it will:

(i)

not agree to any amendment, variation or waiver of the W&I Insurance Policy (or do anything which has a similar effect) without the prior written consent (not to be unreasonably withheld or delayed unless such amendment, variation or waiver would reasonably be expected to adversely affect that Warrantor in which case the Warrantor may give or withhold consent in its sole discretion) of that Warrantor;

(ii)	not novate, or otherwise assign its rights under, the W&I Insurance Policy (or do anything which has a similar effect);

(iii)	not vitiate the W&I Insurance Policy or do anything which causes any right under the W&I Insurance Policy not to have force and effect (or do anything which has a similar effect);

(iv)	comply with the terms of any deliverables set out in the W&I Insurance Policy;

(v)	include in the terms of the W&I Insurance Policy express waivers of the insurer’s rights of subrogation, contribution and rights acquired by assignment against each of the Warrantors, other than claims, demands, causes of action or proceedings that arise out of the fraud of that Warrantor; and

(vi)	include in the terms of the W&I Insurance Policy an acknowledgement from the W&I Insurers that each Warrantor is entitled to enforce directly the waivers referred to in clause 6.1(f)(v) above and that the Buyer contracts in its own right and as agent for each Warrantor in respect of those waivers;

(f)	the Buyer acknowledges that the provisions of this clause 6 have full force and effect irrespective of:

(i)	whether the Buyer complies with any of its obligations under this Agreement; or

(ii)	the terms or validity of the W&I Insurance Policy;

(g)	the Buyer covenants with each Warrantor that it will ensure that:

(i)	the W&I Insurers will have no claim, demand, cause of action or proceeding whatsoever under any rights of subrogation against any Warrantor other than in circumstances where a breach of a Business Warranty or a claim under the Tax Indemnity arises against that Warrantor as provided for in clause 6.1(d)(i) and 6.1(d)(ii);

(ii)

the W&I Insurers do not bring any claim, demand, cause of action or proceeding against that Warrantor or a Related Entity or Representative of that Warrantor by way of subrogation, claim, demand, cause of action or proceeding for contribution or otherwise, except if such claim arises out of the fraud of that Warrantor (and then only to the extent and in respect of rights of recovery relating directly to the relevant fraud); and

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(iii)	in the case of any assignment of rights by the Buyer to the W&I Insurers, the assignment will include a provision stating that the W&I Insurers will only be entitled to exercise the assigned rights against a Warrantor in the circumstances and to the extent permitted by clause 6.1(h)(ii);

(h)	the Buyer must indemnify each Warrantor against all Losses which that Warrantor may incur as a result of any claim, demand, cause of action or proceeding made by Buyer in respect of a breach of a Business Warranty or a Claim under the Tax Indemnity other than as permitted in this clause 6;

(i)	the Buyer will enforce any term of the W&I Insurance Policy under which the insurer waives its right to take subrogated action against the Warrantors or to claim in contribution from the Warrantors, upon the terms set out in the W&I Insurance Policy; and

(j)	for the avoidance of doubt, none of the indemnities or other obligations in this Agreement shall give rise to a liability of the Warrantors to indemnify the Buyer if the insurer is responsible for such liability under the W&I Insurance Policy.

6.2	Conflict

7.	GUARANTEES

7.1	Release of Group Companies from guarantees

7.2	Release of Seller Group Members from guarantees

8.	GENERAL POST-COMPLETION OBLIGATIONS

8.1	Seller obligations whilst registered holder of Shares

(a)	exercise all voting rights in relation to those Shares as the Buyer directs and must, if requested by the Buyer, execute an instrument of proxy or such other document in customary form as

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(b)	otherwise deal with those Shares, and any distributions, property and rights deriving from them as the Buyer directs.

8.2	Access to records and documents

8.3	D&O cover and exclusion of directors and officers liability

(a)	The Buyer must, and must procure that the Group Companies, fulfill and honour any indemnification and related obligations to their respective current and former directors, officers, secretaries, managers, employees, attorneys and agents (and any individual who prior to Completion becomes a director, officer, secretary, manager, employee, attorney or agent of any Group Company) pursuant to:

(i)	(x)    any indemnification provisions under the Company’s organisational documents (including the constitution);

(ii)	any employment contracts for such person; and

(iii)	any agreement between a Group Company and such person (including any deed of indemnity or appointment as an attorney),

(b)	For a period of six years from Completion, the Buyer must procure that the Group Companies maintain the Indemnification Provisions with respect to indemnification from liability as set forth in the Indemnification Provisions of the Group Companies, which provisions may not be amended, repealed or otherwise modified in any manner that would adversely affect the

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(c)

For a period of six years from Completion, the Buyer must procure that each Group Company takes all steps required to maintain the insurance cover in respect of the directors and officers of each Group Company in place immediately prior to Completion (the “Existing D&O Cover”) or maintain insurance cover in respect of the D&O Indemnified Parties of each Group Company as at the date of this Agreement on no less favourable terms than the terms of the Existing D&O Cover, including making all payments required.

(d)

From Completion and to the maximum extent permitted by law, the Buyer must not, and must procure that each Buyer Group Member does not, make any claim, demand, cause of action or proceeding against any of the present or former D&O Indemnified Parties of any Group Company in respect of any act or omission on the part of such D&O Indemnified Party before Completion, other than any matter arising from the wilful misconduct or dishonesty of such D&O Indemnified Party.

(e)	The Buyer acknowledges that this clause 8.3 is for the benefit of those D&O Indemnified Parties and is held on trust for them by the Sellers who may individually or collectively enforce this clause 8.3 on behalf of each or any of those D&O Indemnified Parties.

8.4	No use of certain names

9.	SELLER WARRANTIES

9.1	Warranties

(a)	each Seller warrants, severally (not jointly or jointly and severally) and in respect of such Seller only, to the Buyer on the date of this Agreement and immediately before Completion that each of the Shareholder Warranties is true and accurate; and

(b)	each Seller (other than the Trustee) warrants to the Buyer on the date of this Agreement and immediately before Completion that each of the Business Warranties is true and accurate.

9.2	Separate and independent warranties

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9.3	Buyer knowledge and status of Seller Warranties

(a)	neither the Buyer nor any of its Representatives is aware of any matter or circumstance which is inconsistent with any of the Seller Warranties or makes or may make any of them untrue or inaccurate other than the Disclosed Information;

(b)

the Seller Warranties are the only warranties of any kind given by or on behalf of the Warrantors to the Buyer, and in agreeing to enter into this Agreement and the other Transaction Documents the Buyer has not relied on any express or implied representation, warranty (other than the Seller Warranties), collateral contract or other assurance made by or on behalf of any of the Sellers, any other Seller Group Member, any Group Company or any Representative of any of them before entering into this Agreement and no such representation, warranty, collateral contract or other assurance will form the basis of or be pleaded in connection with any Claim; and

(c)	it understands that the Seller Warranties are given by the Warrantors only as warranties and must not be construed or relied upon by the Buyer as representations of any kind.

10.	LIMITATIONS

10.1	No action against officers or employees

10.2	Due Diligence Investigation

(a)	it has performed, with the assistance of its Representatives, a due diligence investigation with respect to the Group Companies and their respective businesses, operations, properties, assets, liabilities and financial condition on the basis of the information provided by the Sellers, the management of the Group Companies and their respective Representatives (the “Due Diligence Investigation”);

(b)	without limiting clause 9.3, the Buyer and its Representatives have conducted the Due Diligence Investigation with the knowledge that any reliance placed by the Buyer on the Data Room Information is subject to the qualifications set out in clause 10.5;

(c)	in the Due Diligence Investigation, the Buyer and its Representatives have had sufficient opportunity to review any and all information made available to them; and

(d)

in the Due Diligence Investigation, the Buyer and its Representatives have obtained all information and raised all questions that they deemed proper and necessary for the purposes of entering into this Agreement and the other Transaction Documents, through interviews, presentations and questions submitted to the Sellers, the Group Companies and their Representatives or, where appropriate, through searches or by means of other enquiries.

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10.3	Disclosed Information

(a)	the Data Room Information;

(b)	the specific disclosures in the Disclosure Letter; and

(c)	all information available from the public records maintained by any of the following Australian Governmental Agencies, as at the following dates:

(i)	ASIC, two Business Days before the date of this Agreement;

(ii)	the Registrar (as defined in section 10 of the PPS Act), two Business Days before the date of this Agreement;

(iii)	the Federal Court of Australia or the Supreme Court of any state or territory of Australia, on April 13, 2015;

(iv)	IP Australia, two Business Days before the date of this Agreement; or

(v)	in respect of the Freehold Properties and the Freehold Office Properties only, the land titles or equivalent office in each state or territory of Australia, five Business Days before the date of this Agreement,

10.4	Qualifications to Seller Warranties and Tax Indemnity

(a)	The Seller Warranties and the Tax Indemnity are given subject to and are qualified by, and the Buyer is taken to be aware of, all facts, matters and circumstances that:

(i)	are disclosed in this Agreement or any other Transaction Document;

(ii)	are fairly disclosed or referred to in the Disclosed Information; or

(iii)	are within the actual knowledge of the Buyer or any of its Representatives (but in the case of Representatives, limited to those individuals in each such organisation who are actually involved in any aspect of the transaction contemplated in this Agreement, including in conducting due diligence) as at the date of this Agreement

(b)

Any Seller Warranty qualified by “so far as the Warrantors are aware” or any similar expression shall, unless otherwise stated, be deemed only to refer to the actual knowledge of each Warrantor as at the date of this Agreement, and each Warrantor shall be deemed to have knowledge of such matters as they would have discovered after enquiry of Roger Hawke, Jonathan Wilkie, Mathew Jones, Jason Horley, Pina Hasbani and David McKean. With respect to the Business Warranties, the Warrantors shall not be deemed to have knowledge of any matter other than as set forth in the immediately preceding sentence.

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10.5	Qualifications to Disclosed Information

(a)	the financial information relating to the Group Companies contained in the Disclosed Information includes information that has been prepared on the basis of assumptions (which may or may not be correct);

(b)	any warranty or representation relating to historical information or documentation contained in the Disclosed Information given as at a specific date reflects the facts and opinions as at that date and has not been updated to reflect changes since the information or document was generated;

(c)

any historical information or documentation contained in the Disclosed Information may be qualified or substituted in its entirety by subsequent information and documentation contained in the Disclosed Information so long as a Seller, the Company or any of their Representatives notifies the Buyer of such qualification or substitution or it is reasonably apparent from the nature of the subsequent information and documentation that this is the case;

(d)	to the extent the information or documentation contained in the Disclosed Information reflects opinions or beliefs of individuals or organisations, any warranty or representation relating to such information is to be interpreted as at the date the opinion or belief was formed or expressed;

(e)	to the extent that any information or documentation contained in the Disclosed Information relates to any future matters or forward looking statements:

(i)	it is not to be taken as a warranty or representation that the future matters or forward looking statements will be achieved or that the assumptions underlying them are reasonable; and

(ii)	it is subject to inherent risks and uncertainties, both known and unknown, and the actual events or results may differ materially from the events or results expressed or implied by the statement regarding a future matter or forward looking statement;

(f)	to the extent that any information contained in the Disclosed Information is sourced from a third party, the Sellers:

(i)	merely pass the information on as a conduit and have not formed an independent assessment of the nature or quality of the information; and

(ii)	make no representation or warranty regarding the nature or quality of such information including any such information which may be aggregated into summary documents produced by the Sellers; and

(g)

none of the Warrantors give any warranty (other than the Seller Warranties set out in clauses 6.2(a), 6.3(a) and 9.1(l) of Part B of Schedule 4), representation or undertaking as to the accuracy or completeness of any information (including any of the forecasts, estimates, projections, statements of intent or statements of opinion) provided to the Buyer or any of its Representatives (howsoever provided).

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10.6	Other exclusions

(a)	arises as a result of Completion or any other thing done or omitted to be done in accordance with the terms of this Agreement or any other Transaction Document or at the request or direction of the Buyer;

(b)	was included as a specific provision or accrual or is otherwise reflected in the Accounts or the Completion Statement;

(c)	has been or is made good or is otherwise compensated for without cost to the Buyer or any Group Company;

(d)

would not have arisen (or would have been reduced) but for a change in legislation or a change in the interpretation of legislation on the basis of case law made after the date of this Agreement (whether relating to Taxation, the rate of Taxation or otherwise) or any amendment to or the withdrawal of any practice previously published by any Taxation Authority, in either case occurring after the date of this Agreement, whether or not that change, amendment or withdrawal purports to be effective retrospectively in whole or in part;

(e)	would not have arisen (or would have been reduced) but for a change after Completion of the date to which any Group Company makes up its accounts or in the policies, principles, practices, categorisations, procedures, methods or bases of accounting of any Group Company;

(f)	would not have arisen (or would have been reduced) but for any act or omission of any Group Company on or before Completion carried out at the request or direction of the Buyer or any act or omission of the Buyer or any Group Company after Completion;

(g)

would not have arisen (or would have been reduced) but for any failure or omission by any Group Company to make any valid claim, election, surrender or disclaimer, to give any valid notice or consent or to do any other thing under the provisions of any enactment or regulation relating to Taxation after Completion, the making, giving or doing of which was taken into account in computing the provisions for Taxation in the Accounts or the Completion Statement or was referred to in the Disclosed Information;

(h)

would not have arisen (or would have been reduced) but for any claim, election, surrender, revocation or disclaimer made or notice or consent given after Completion by any Group Company or any Buyer Group Member under the provisions of any enactment or regulation relating to Taxation other than any claim, election, surrender, revocation, disclaimer, notice or consent assumed to have been made, given or done in computing the amount of any allowance, provision or reserve in the Accounts or the Completion Statement or which is made at the prior request of a Seller pursuant to its rights under this Agreement;

(i)	would not have arisen (or would have been reduced) but for a cessation, or any change in the nature or conduct, of any trade carried on by any Group Company at Completion, being a cessation or change occurring on or after Completion; or

(j)	arises as a result of a warranty or acknowledgement by the Buyer being incorrect.

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10.7	Time limits

(a)	on the fourth anniversary of the date of this Agreement in respect of all Claims under the Tax Warranties and the Tax Indemnity; and

(b)	on the date that is 18 months after the date of this Agreement in respect of all other Warranty Claims,

10.8	Notice of Claims

10.9	Financial limits

(a)	Other than Shareholder Warranty Claims, the liability of the Warrantors in respect of Warranty Claims and Claims under the Tax Indemnity is limited as follows:

(i)	there must be disregarded for all purposes any Warranty Claim or Claim under the Tax Indemnity in respect of which the amount to which the Buyer would otherwise be entitled is less than A$1 million; provided that the Buyer can aggregate like Warranty Claims or Claims under the Tax Indemnity for the purposes of arriving at that amount;

(ii)	the Warrantors are not liable in respect of any Warranty Claim or Claim under the Tax Indemnity except to the extent that the aggregate amount to which the Buyer would be entitled as a result of all Warranty Claims and Claims under the Tax Indemnity (other than Claims disregarded as contemplated by clause 10.9(a)(i)) exceed in aggregate A$20 million; and

(iii)

(A) the maximum aggregate liability of the Warrantors arising out of or in connection with all Warranty Claims (other than Share Capital Warranty Claims) and Claims under the Tax Indemnity is A$200 million (the “Cap Amount”), (B) the maximum aggregate liability of each Warrantor arising out of or in connection with all Warranty Claims (other than Share Capital Warranty Claims) and Claims under the Tax Indemnity is equal to such Warrantor’s Respective Proportion multiplied by the Cap Amount and (C) the maximum aggregate liability of each Warrantor arising out of or in connection with any Warranty Claim or Claim under the Tax Indemnity is equal to such Warrantor’s Respective Proportion multiplied by the aggregate liability resulting from such Warranty Claim or Claim under the Tax Indemnity.

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(b)	In respect of Shareholder Warranty Claims and Share Capital Warranty Claims, the maximum aggregate liability of each Warrantor for all such Claims is the total amount of consideration actually received by that Warrantor pursuant to clauses 2.3, 2.4 and 2.5 (it being understood that with respect to CCOL that consideration does not include the Intercompany Loan Repayment Amount).

10.10	Multiple Warrantor limits

(a)	Any Claim (other than a Shareholder Warranty Claim, a Claim for a breach of covenant by a Warrantor or a Claim for actions or omissions specific to a Warrantor) must be made by the Buyer against all Warrantors pro-rated between those Warrantors in accordance with each Warrantor’s Respective Proportions and not against some of those Warrantors only.

(b)	The Buyer must not, and must procure that no Group Company will, enter into any transaction, agreement or arrangement with any of the Warrantors the purpose of which is to release, avoid, or mitigate the liability of any of the Warrantors which does not apply in the same manner to all the Warrantors based upon their Respective Proportions.

(c)	In the event that an individual Warrantor does not satisfy a Claim (or that Warrantor’s Respective Proportion of a Claim), including as a result of that Warrantor’s limitation described in clause 10.9(a)(iii) or 10.9(b), the Buyer shall not be entitled to bring a Claim against any of the other Warrantors in respect of that non-satisfaction.

(d)	As between the Warrantors, if (despite the preceding provisions of clause 6 and this clause 10):

(i)	a Warranty Claim is made, the basis of which is that a Business Warranty is, or is alleged to be, untrue, inaccurate or misleading;

(ii)	a court of competent jurisdiction requires one or more Warrantors to pay an amount in respect of that Warranty Claim (the aggregate amount required to be paid by all such Warrantors, the “Judgment Amount”); and

(iii)	the amount required by the court to be paid by any individual Warrantor (a “Paying Warrantor”) in respect of that Warranty Claim exceeds its Respective Proportion of the Judgment Amount,

10.11	Exclusion of liability for certain Losses

(a)	The Warrantors are not liable in respect of any Claim for any Loss arising out of or in connection with a breach of the Seller Warranties or any other provision of this Agreement or any other Transaction Document unless that Loss arises naturally or in the usual course of things from that breach which gave rise to that Claim.

(b)	The Warrantors are not liable in respect of any Claim for any loss of revenue, loss of profit, loss of reputation or damage to goodwill, loss or denial of opportunity or for any punitive or aggravated damages, even if that Loss arises naturally or in the usual course of things from the breach which gave rise to that Claim.

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(c)	Without prejudice to clause 10.8, the Warrantors are not liable in respect of any contingent liability in relation to any Claim unless and until that contingent liability becomes an actual liability and is due and payable.

10.12	Restrictions on specific warranties

10.13	Subsequent disposal

10.14	Mitigation of loss

10.15	Voluntary actions

10.16	Right to remedy

10.17	Repayment of Claim Related Benefits

(a)	If a payment is made in respect of a Claim (the “Seller Payment”) and any Buyer Group Member subsequently receives any sum (other than the Seller Payment) which it would not have received but for the circumstances giving rise to the Claim or but for the Buyer’s receipt of the Seller Payment (other than a Tax Benefit) (a “Claim Related Benefit”), then the provisions of clause 10.17(c) will apply.

(b)	If the Buyer receives a refund or credit of Taxes paid by or on behalf of any Group Company prior to Completion or Taxes paid pursuant to any Claim (a “Seller Tax Refund”), then the provisions of clause 10.17(c) will apply.

(c)	If this clause 10.17(c) applies, the Buyer must:

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(i)	procure that full details of the Claim Related Benefit or Seller Tax Refund, as applicable, are given to the applicable Warrantors as soon as practicable and in any event within ten Business Days after the date on which the relevant Buyer Group Member receives or becomes entitled to (as the case may be) the Claim Related Benefit or Seller Tax Refund, as applicable (the “Benefit Date”);

(ii)

in the case of a Claim Related Benefit, if the aggregate amount of the Claim Related Benefit and the Seller Payment exceeds the amount required to compensate the Buyer in full for the Loss which gave rise to the Claim in question (such excess being the “Excess Recovery”), the Buyer must, as soon as reasonably practicable and in any event within ten Business Days after the Benefit Date, pay to the applicable Warrantors an amount equal to the lesser of the Excess Recovery and the Seller Payment; and

(iii)	in the case of a Seller Tax Refund, the Buyer must, as soon as reasonably practicable, and in any event within ten Business Days after the Benefit Date, pay over to the applicable Warrantors an amount equal to such Seller Tax Refund (less any amount required to be paid by the Buyer to the W&I Insurers in respect of such Seller Tax Refund).

(d)	For the purposes of this clause 10.17, the date on which a Buyer Group Member becomes entitled to a Tax Benefit includes, as appropriate, the date when the Taxation would otherwise have been due to avoid interest or penalties which are not due by virtue of the Tax Benefit.

10.18	Buyer to pursue Claim Related Benefits

10.19	Insurance

10.20	Separate and independent limitations

10.21	Sole remedy

10.22	Limitation on Tax Warranties

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10.23	Tax Election

(a)

The Buyer agrees to file or cause to be filed (at CCOL’s filing cost and direction) elections under U.S. Treasury Regulations Section 301.7701-3(c)(1) to treat each Group Company as a disregarded entity for U.S. Federal income tax purposes, effective as of the day following Completion (unless otherwise directed by CCOL in writing). For the avoidance of doubt, the Buyer makes no representation of any kind as to whether the election is effective in achieving any goal or purpose of the Sellers.

(b)

The Buyer represents that no election has been made under U.S. Treasury Regulations Section 301.7701-3(c)(1) to treat the Buyer (or, in the event of an assignment to a Related Entity pursuant to clause 21.2, such Related Entity) as a disregarded entity for U.S. Federal income tax purposes, and no such election with an effective date prior to the elections made pursuant to clause (a) shall be made.

(c)	The Buyer agrees not to make and to cause not to be made any election pursuant to Section 338(g) of the Internal Revenue Code of 1986, as amended, with respect to any Group Company.

11.	TAX INDEMNITY

11.1	Indemnity

11.2	Payments

(a)	within ten Business Days after the date on which notice of the payment of Taxation is received by CCOL (on behalf of all Sellers) from the Buyer or a Group Company; or

(b)	f later, on the date which is five Business Days before the last date on which payment of that Taxation may be made in order to avoid incurring a liability to interest or penalties.

11.3	Exclusions

(a)	the liability is excluded or limited by any provision of clause 10;

(b)	the liability is any of the following:

(i)	interest arising from a failure to pay Taxation to a Taxation Authority within a reasonable time after the Sellers have made a payment of an amount in respect of that liability to Taxation under clause 11.2;

(ii)	interest attributable to a period after Completion on an amount to which this Tax Indemnity does not apply by virtue of an exclusion;

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(iii)	a penalty or fine incurred after Completion in connection with an amount described in clause 11.3(b)(i) or 11.3(b)(ii); or

(iv)	Taxation for a period other than a Pre-Completion Period;

(c)	the liability arises as a consequence of any other failure by the Buyer or a Group Company to comply with any of their respective obligations under clause 14;

(d)	any income, profits or gains to which the relevant payment of Taxation is attributable were actually derived or received by or actually accrued to a Group Company in or after the taxable period to which the Completion Statement relates but were not reflected in the Completion Statement;

(e)	the liability would not have arisen (or would have been reduced) but for a change in the rate of the tax depreciation available to a Group Company or a reallocation or deferral of deductible expenses into a period ending after Completion;

(f)	the liability relates to Duty or Taxation which is not imposed on or calculated by reference to net income, profits or gains and which in any case arises as a result of the sale of the Shares pursuant to this Agreement; or

(g)	the liability arises or is increased as a result of transfer pricing legislation (or its equivalent) to the extent that a Group Company or a Buyer Group Member has obtained or will obtain a corresponding adjustment (and for these purposes a Group Company or a Buyer Group Member must use reasonable endeavours to obtain a corresponding adjustment within a reasonable time).

11.4	Mitigation

(a)	arises as a result of any transaction occurring or taken to occur before Completion or in respect of a period ended on or before Completion; and

(b)	is not taken into account in the Completion Statement as an asset.

12.	THIRD PARTY CLAIMS

12.1	Notice

12.2	Buyer obligations

(a)	procure that no relevant Buyer Group Member ceases to defend a Third Party Claim or makes any compromise, settlement, admission of liability or agreement in relation to a Third Party

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(b)	in respect of each Third Party Claim, until the earlier of such time as CCOL gives a notice under clause 12.3 in respect of the Third Party Claim and such time as the Third Party Claim is finally resolved:

(i)	procure that each relevant Buyer Group Member consults with the Sellers that may be affected by that Third Party Claim, and takes account of the reasonable requirements of such Sellers, in relation to the conduct of any assessment, contest, dispute, defence, appeal, compromise or settlement of the Third Party Claim; and

(ii)	keep the Sellers that may be affected by that Third Party Claim promptly informed of the progress of the Third Party Claim and provide copies of all correspondence and other documents in the possession or control of any Buyer Group Member and relating to the Third Party Claim that any of those Sellers reasonably request.

12.3	CCOL may assume conduct of Third Party Claims

(a)	the Buyer must procure that each relevant Buyer Group Member takes such action to assess, contest, dispute, defend, appeal, compromise or settle the Third Party Claim as CCOL may reasonably request;

(b)	the Buyer must:

(i)

give and must procure that each relevant Buyer Group Member gives CCOL and its Representatives such access to the properties, books, records, documents and employees of the Buyer or that Buyer Group Member as CCOL may reasonably request for the purposes of assessing, contesting, disputing, defending, appealing, compromising or settling the Third Party Claim and in the case of books, records or documents must permit, or procure that the relevant Buyer Group Member permits, CCOL and its Representatives to take copies of the same; and

(ii)	use all reasonable endeavours to procure that employees of the Buyer and each relevant Buyer Group Member co-operate in the preparation, review and signing of any witness statements and affidavits which CCOL may reasonably request and, if CCOL so requests, attend any relevant proceedings as a witness to give evidence and prepare appropriately for such attendance;

(c)	the Sellers severally based on their Respective Proportions (not jointly or jointly and severally) indemnify the Buyer and each relevant Buyer Group Member against all charges, costs and expenses which they may reasonably incur in taking any such action as CCOL may request pursuant to this clause 12.3; and

(d)	CCOL must keep the Buyer promptly informed of the progress of the Third Party Claim and must give the Buyer copies of all correspondence and other documents in the possession or control of CCOL and relating to the Third Party Claim that the Buyer reasonably requests.

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12.4	Provision of information

(a)	Nothing in clauses 12.1 to 12.3 requires any person to provide any information to the extent that to do so would contravene any applicable law or regulation or would breach any duty of confidentiality owed to any third party.

(b)	Subject to clause 12.4(a), if any person is required to provide information (the “Provider”) to any other person (the “Recipient”) pursuant to clauses 12.1 to 12.3:

(i)	that information must only be used by the Recipient in connection with the Third Party Claim and clause 15 applies in all other respects to that information (but for clarity, if the Recipient is CCOL, that information can be shared with Todd as part of CCOL’s consultation with Todd and on the basis that Todd is subject to the same limitations as set out in this clause); and

(ii)	to the extent that information is privileged:

(A)	the Provider need not provide the information to the Recipient if to do so would result in a waiver of that privilege; and

(B)	if a third party requests disclosure by the Recipient in relation to that information, if the Recipient is CCOL or the Buyer, the Recipient must or, if the Recipient is a Group Company, the Buyer must procure that the Recipient must, promptly notify the Provider and, to the extent it can do so, itself assert privilege in opposition to that disclosure request.

13.	WARRANTIES BY THE BUYER

(a)	it is a corporation validly existing under the laws of the place of its incorporation;

(b)	it has the power to execute, and to perform its obligations under, this Agreement and each of the other Transaction Documents to which it is or will be a party, and has taken all necessary corporate action to authorise such execution and the performance of such obligations;

(c)

its obligations under this Agreement are, and its obligations under each of the other Transaction Documents to which it is or will be a party are, or will on execution of those Transaction Documents be, legal, valid and binding obligations enforceable in accordance with their terms (subject to any applicable bankruptcy, insolvency, reorganisation, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or general principles of equity);

(d)	the execution by it of this Agreement and of each of the other Transaction Documents to which it is or will be a party and the performance of its obligations hereunder and thereunder do not and will not conflict with or constitute a default under any provision of:

(i)	any material agreement or instrument to which it is a party;

(ii)	its constitutional documents; or

(iii)	any applicable law, regulation, order or judgment;

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(e)

all authorisations from, and notices or filings with, any Government Agency or ASX or any other recognised securities exchange that are necessary to enable it to execute and to perform its obligations under this Agreement, and each of the other Transaction Documents to which it is or will be a party, have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with;

(f)	no Insolvency Event has occurred in relation to it;

(g)	at Completion the Buyer will have immediately available on an unconditional basis the necessary cash resources to meet in full its obligations under this Agreement, and each of the other Transaction Documents to which it is or will be a party;

(h)	the Buyer is not aware of any breach of any Seller Warranty or of any matter that may result in a Claim;

(i)	the Treasurer of the Commonwealth of Australia has either:

(i)	ceased to be empowered to make an order under the Foreign Acquisitions and Takeovers Act 1975 (Cth) in relation to the proposed acquisition by the Buyer of the Shares; or

(ii)	given written advice of a decision by or on behalf of the Treasurer stating unconditionally or on the basis of conditions which are acceptable to the Buyer that there is no objection to the proposed acquisition by the Buyer of the Shares;

(j)	the Buyer has delivered to the Sellers true and complete copies of:

(i)

the executed Debt Commitment Letter dated 13 May 2015 between Australia and New Zealand Banking Group Limited, the Bank of Tokyo-Mitsubishi UFJ, Ltd., Commonwealth Bank of Australia, ING Bank N.V., Singapore Branch, Natixis, Singapore Branch, the Bank of Nova Scotia Asia Limited, Sumitomo Mitsui Banking Corporation and Westpac Banking Corporation (the “MLAUBs”) and FinCo (such agreement, as may be modified pursuant to clause 4.4(d), the “Debt Financing Commitments”), pursuant to which the MLAUBs have agreed, subject to the terms and conditions thereof, to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding (directly or indirectly) the Buyer’s acquisition of the issued share capital of the Company, the repayment of the Intercompany Loan Repayment Amount and the other transactions contemplated by this Agreement; and

(ii)

the executed equity commitment letters, each dated 14 May 2015, between the Buyer, the Sellers and each of Macquarie Corporate Holdings Ltd, Macquarie Asia Infrastructure Management Limited in its capacity as general partner of Macquarie Asia Infrastructure Fund LP, UBS International Infrastructure Fund II GP Cayman Ltd in its capacity as general partner of UBS International Infrastructure Fund II (A) L.P., UBS International Infrastructure Fund II GP Cayman Ltd in its capacity as general partner of UBS International Infrastructure Fund II (B) L.P., UBS International Infrastructure Fund II GP Cayman Ltd in its capacity as general partner of UBS International Infrastructure Fund II (C) L.P., and UniSuper Limited as trustee of the complying superannuation fund known as UniSuper (each an “Equity Investor”) (the “Equity Financing Commitments” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which each Equity Investor has committed to invest the cash amount set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”);

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(k)

each of the Financing Commitments, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the Buyer or FinCo (as applicable) and the other parties thereto enforceable in accordance with its terms (subject to any applicable bankruptcy, insolvency, reorganisation, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or general principles of equity);

(l)	the Financing Commitments have not been amended, supplemented or otherwise modified in any respect, no amendment, supplement or modification is contemplated (except, in each case, as permitted by clause 4.4(d)), and the financing commitments thereunder have not been withdrawn, terminated or rescinded in any respect;

(m)

no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of the Buyer or FinCo (as applicable) or any other parties thereto under any term or condition of the Financing Commitments, and each of the Buyer and FinCo has no reason to believe that any term or condition of closing set forth in the Debt Financing Commitments will not be satisfied on a timely basis, or that any portion of the Debt Financing to be made thereunder will otherwise not be available to FinCo on a timely basis in order for the Buyer to consummate the transactions contemplated by this Agreement at the time required pursuant to this Agreement;

(n)	the Buyer or FinCo (as applicable) has fully paid any and all commitment fees or other fees required by the Financing Commitments to be paid by them on or prior to the date of this Agreement and shall in the future pay any such fees as they become due;

(o)

the Financing, when funded in accordance with the Financing Commitments, will provide the Buyer with funds sufficient to satisfy all of the Buyer’s obligations under this Agreement, including the obligations under clause 2, to pay any other amounts required to be paid by the Buyer in connection with the consummation of the transactions contemplated by this Agreement and to pay all related fees and expenses of the Buyer;

(p)	the obligations to make the Financing available to the Buyer or FinCo (as applicable) pursuant to the terms of the Financing Commitments are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitments; and

(q)	there are no contracts or other agreements or commitments to enter into a contract or agreement to which the Buyer, FinCo or any of their Affiliates is a party related to the Financing other than as expressly contained in the Financing Commitments and delivered to the Sellers prior to the date of this Agreement.

14.	CONDUCT OF TAX CLAIMS AND PREPARATION OF TAX RETURNS

14.1	Notice

14.2	Buyer conduct and obligations

(a)	Subject to the provisions of clauses 14.2(b), 14.3 and 14.5, the Buyer shall have sole conduct of all Tax matters relating to Tax periods beginning after the date of Completion, and CCOL shall give the Buyer such assistance (including reasonable assistance from employees of

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(b)	Notwithstanding clause 14.2(a), the Buyer must:

(i)	procure that no Group Company does any act or thing after Completion without the prior written consent of CCOL (in consultation with Todd) (such consent not to be unreasonably withheld or delayed) which:

(A)	might affect the ability of any Group Company to make claims for allowances or reliefs in respect of any Pre-Completion Period; or

(B)	would reduce or extinguish any relief or allowance relating to any Pre-Completion Period;

(ii)	procure that no Group Company amends, withdraws or disclaims any elections, claims or benefits in respect of any Pre-Completion Period without the prior written consent of CCOL (such consent not to be unreasonably withheld or delayed) (in consultation with Todd);

(iii)	not, and must procure that each Group Company does not, compromise or settle any Tax Claim or agree on any matter which may affect the outcome of any dispute or negotiation with any Taxation Authority in relation to any Tax Claim without the prior written consent of CCOL (such consent not to be unreasonably withheld or delayed) (in consultation with Todd);

(iv)	not, and must procure that each Group Company does not, lodge any return or assessment in relation to Pre-Completion Taxation (other than such returns and assessments contemplated by clause 14.3(c)(ii)) without the prior written consent of CCOL (such consent not to be unreasonably withheld or delayed) (in consultation with Todd);

(v)	in respect of each Tax Claim, until such time as the Tax Claim is fully resolved:

(A)	not, and must procure that each Group Company does not, carry out any discussions or correspondence with any Taxation Authority without first notifying CCOL;

(B)

in the event the Buyer intends to submit any computation, return, financial statement, report, or other document or information to a Taxation Authority in relation to the applicable Tax Claim, give a draft of that document to CCOL at least 20 Business Days before its intended submission (or such lesser time as is reasonable if there is a statutory or administrative time limit for submitting such document);

(C)	keep the Sellers (via CCOL) fully informed of any discussions or correspondence described in clause 14.2(b)(v)(A) and:

I.	give CCOL a copy of all correspondence or other documentation received by the Buyer or a Group Company (including a note of any material communications or discussions not in written form) in respect of the applicable Tax Claim within ten Business Days of receipt (or such communications or discussions taking place, as appropriate); and

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II.	as soon as reasonably practicable give CCOL notice of any proposed meeting between the Buyer or a Group Company and a relevant Taxation Authority relating to the applicable Tax Claim, together with an agenda for that meeting, and permit CCOL to send a representative to any such meeting; and

(D)

procure that CCOL is given access to such information and provided with such assistance (including assistance from employees of the Buyer and a Group Company and access to any external advisors appointed by the Buyer) as is reasonable and necessary to determine the accuracy or to review any document given to it under this clause 14.2 or to assess any action proposed to be taken by a Group Company in relation to any Tax Claim, including any proposed negotiation, agreement, compromise or settlement.

(c)

If, within ten Business Days (or such lesser time as is reasonable if there is a statutory or administrative time limit for making submissions to the relevant Taxation Authority) of receiving any draft document or details of any proposed negotiation, agreement, compromise or settlement referred to in this clause 14.2, CCOL gives any comments to the Buyer, those comments must, except to the extent that they are unreasonable, be reflected in such document, negotiation, agreements, compromise or settlement. If CCOL does not give comments within the appropriate time period, or if it gives comments all of which are reflected in such revised drafts, CCOL is taken to have agreed the contents of such drafts and the Buyer may make such submissions to the relevant Taxation Authority.

14.3	CCOL control

(a)	the Buyer must refrain from doing, and must procure that each Group Company refrains from doing, any act or thing which may be inconsistent with this clause 14.3 (however, a Group Company may pay any Taxation to a Taxation Authority by the due date for payment without affecting any of its rights under this Agreement);

(b)	CCOL may resist an applicable Tax Claim in the name of any relevant Group Company and have the conduct of any dispute, defence, appeal, compromise or settlement of such Tax Claim; and

(c)	Without limiting this clause 14.3, the Buyer must procure that:

(i)	all information received by the Buyer or a Group Company, or of which the Buyer or a Group Company otherwise becomes aware, which may be relevant to such Tax matter, is promptly given to CCOL;

(ii)	each Group Company promptly authorises, signs and submits to the relevant Taxation Authority such computations, returns, financial statements, reports and other documents and information relating to an applicable Tax Claim or otherwise related

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(iii)	such person or persons as CCOL directs from time to time are appointed to act as agent for the Group Companies to deal with an applicable Tax Claim and that the relevant Taxation Authorities are notified of any such appointment.

(d)

In the event that CCOL intends to deliver to a Group Company a computation, return, financial statement, report or other document and related information for signature and submission pursuant to clause 14.3(c)(ii), CCOL shall provide to the Buyer copies of a draft of such document and information no later than 15 Business Days before the due date of submission, and shall consider in good faith any reasonable comments that the Buyer may provide in relation to such draft.

14.4	Straddle Periods

(i)	prepare all computations, returns, financial statements, reports and other documents and information required to be submitted to any Taxation Authority for, or in respect of, a Straddle Period (“Straddle Period Documents”);

(ii)	give a draft of each Straddle Period Document to CCOL at least 15 Business Days before its intended submission to the relevant Taxation Authority and procure that any reasonable comments of CCOL are incorporated into any Straddle Period Document submitted to a Taxation Authority to the extent they relate to Pre-Completion Taxation; and

(iii)	otherwise act and procure that each Group Company acts in accordance with clauses 14.1 and 14.2(b) (as if such Straddle Period were a period beginning after the date of Completion).

14.5	Limits on control

15.	CONFIDENTIALITY

15.1	Buyer confidentiality obligations

(a)	the terms of and subject matter of, and the negotiations relating to, this Agreement and the other Transaction Documents; and

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(b)	all information made available to any Buyer Group Member by or on behalf of the Sellers in connection with the transactions contemplated by this Agreement and the other Transaction Documents and which relates to any Seller Group Member.

15.2	Seller confidentiality obligations

(a)	the terms of and subject matter of, and the negotiations relating to, this Agreement and the other Transaction Documents; and

(b)	all information made available to any Seller Group Member or any Group Company by or on behalf of the Buyer in connection with the transactions contemplated by this Agreement and the other Transaction Documents and which relates to any Buyer Group Member.

15.3	Permitted announcements and disclosures

(a)	any announcement being made or any information being disclosed:

(i)	with the written approval of the Buyer and CCOL (in consultation with Todd); or

(ii)

to the extent required by law, any court of competent jurisdiction, any Government Agency or the rules of ASX, New York Stock Exchange or any other recognised securities exchange, but if a person is so required to make any announcement or to disclose any confidential information, the relevant party must promptly notify the other parties, where practicable and lawful to do so, before the announcement is made or disclosure occurs (as the case may be) and must co-operate with the other parties regarding the timing and content of such announcement or disclosure (as the case may be) or any action which the other parties may reasonably elect to take to challenge the validity of such requirement; or

(b)	any information being disclosed:

(i)	to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality;

(ii)	by the Buyer on a strictly confidential basis to another Buyer Group Member, by the Sellers on a strictly confidential basis to another Seller Group Member or by any party on a strictly confidential basis to that party’s Representatives; or

(iii)	by any party to the extent required to enable that party to enforce (on its own behalf or on behalf of any other person) the provisions of this Agreement or any other Transaction Document or for the purpose of defending any judicial claim, demand, cause of action or proceeding brought against that party.

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16.	PAYMENTS

16.1	Manner of payments

16.2	Withholding

(a)	at the same time as the sum which is the subject of the deduction or withholding is payable, give notice to the Sellers specifying the amount of the deduction or withholding and the applicable law under which it is required to be made; and

(b)	make any payment required to be made in connection with the deduction or withholding within the time allowed by law and provide the Sellers with evidence that the payment has been made within 30 days after the due date for payment.

16.3	No set-off by Buyer

17.	GST AND SIMILAR TAXES

17.1	Interpretation

17.2	Consideration exclusive of GST

17.3	Payment of GST

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17.4	Tax invoice

17.5	Adjustments

(a)	the Additional Amount paid or payable by the recipient must be recalculated, taking into account any previous adjustments under this clause 17.5, to reflect the occurrence of that adjustment event and the Supplier or the recipient, as the case requires, must pay to the other the amount required to reflect the recalculation of the Additional Amount; and

(b)	the Supplier must provide an adjustment note to the recipient as soon as practicable after the Supplier becomes aware of the occurrence of that adjustment event.

17.6	Input tax credits

17.7	Similar taxes

18.	NOTICES

18.1	Manner of giving notice

(a)	to any Seller (including CCOL) at the address or email address specified opposite the name of that Seller in column 4 of Schedule 1;

(b)	to the Buyer or FinCo at:

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18.2	When notice given

(a)	if delivered personally, on the date of delivery;

(b)	if sent by courier or post, on the third day after it was put into the post (for post within the same country) or on the seventh day after it was put into the post (for post sent from one country to another); or

(c)	if sent by email, upon the generation of a receipt notice by the recipient’s server or, if such notice is not so generated, upon delivery to the recipient’s server,

18.3	Proof of service

18.4	Documents relating to legal proceedings

19.	NON-SOLICITATION; NON-COMPETITION

19.1	Non-solicitation

19.2	Non-Solicitation Restraint Period

(a)	36 months from Completion;

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(b)	24 months from Completion; and

(c)	12 months from Completion.

19.3	Non-competition

(a)

to acquire a third party engaging in, owning or managing a Competitive Activity (by merger or a purchase of shares or assets or otherwise) so long as the annual cash flow from operations of such third party attributable to such Competitive Activity for the most recent fiscal year of such third party preceding the acquisition does not exceed 25% of the aggregate annual cash flow from operations during such period for all of the businesses or operations acquired from such third party;

(b)

to acquire or invest in any person or entity which engages in, owns or manages a Competitive Activity, so long as such Seller’s, CCI’s or such respective Related Entity’s investment is, directly or indirectly, less than 25% of the outstanding ownership interest in such person or entity and such Seller, CCI or such Related Entity does not control (with control having the meaning given in Section 50AA of the Corporations Act) such person or entity or Competitive Activity;

(c)	to own any securities through any employee benefit plan;

(d)	to perform any Competitive Activity for the benefit of the Buyer or any of its Related Entities, including the performance of any Competitive Activity required or contemplated by this Agreement or any Transaction Document;

(e)	to engage in, own or manage any business that such Seller, CCI or any such Related Entity engages in, owns or manages at Completion other than the Business.

19.4	Non-Competition Restraint Period

(a)	24 months from Completion; and

(b)	12 months from Completion.

19.5	Inapplicable to third party acquirors

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19.6	Severability

19.7	Reasonableness of restraint

20.	ENTIRE AGREEMENT

20.1	Entire agreement

20.2	No reliance

20.3	No limitation of certain liabilities and remedies

21.	GENERAL

21.1	Amendment

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21.2	Assignment

21.3	Consents and approvals

21.4	Costs

21.5	Duty

21.6	Execution in counterparts

21.7	Exercise and waiver of rights

(a)	may be exercised as often as necessary;

(b)	except as otherwise expressly provided by this Agreement, are cumulative and not exclusive of rights and remedies provided by law; and

(c)	may be waived only in writing and specifically, and delay in exercising or non-exercise of any such right is not a waiver of that right.

21.8	No merger

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21.9	Severability

21.10	Remedies

22.	GOVERNING LAW AND JURISDICTION

22.1	Governing law

22.2	Jurisdiction

22.3	Service of process

23.	TRUSTEE LIMITATION OF LIABILITY

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24.	MINORITY SELLERS SHAREHOLDER WARRANTY ESCROW

24.1	Reduction of Purchase Price paid to Minority Sellers

24.2	Recovery against Shareholder Warranty Escrow Account

(a)	a Shareholder Warranty Claim is made against a Minority Seller;

(b)	a court of competent jurisdiction requires such Minority Seller to pay an amount in respect of that Shareholder Warranty Claim; and

(c)	such Minority Seller’s Shareholder Warranty Escrow Amount is not zero,

24.3	Reduction of Shareholder Warranty Escrow Amount

24.4	Distribution to Minority Sellers

(a)

Promptly following the date that is 90 days after Completion, Buyer will notify each Minority Seller of the Projected Claim Amount, if any, (including reasonable detail of the calculation thereof) with respect to such Minority Seller as of such date. As promptly as practicable following delivery of such notice, the Buyer and each Minority Seller shall deliver a written direction to the Shareholder Warranty Escrow Agent in accordance with the Shareholder Warranty Escrow Agreement to release from the Shareholder Warranty Escrow Account and deliver to each Minority Seller an amount equal to (i) such Minority Seller’s Shareholder Warranty Escrow Amount as of such date minus (ii) such Minority Seller’s Projected Claim Amount as of such date. Following such delivery of funds, each Minority Seller’s Shareholder Warranty Escrow Amount shall be deemed to equal such Minority Seller’s Projected Claim Amount as of such date.

(b)

Promptly after the final resolution of any outstanding Shareholder Warranty Claim against a Minority Seller, notice of which Shareholder Warranty Claim was delivered in connection with notification of a Projected Claim Amount in accordance with clause 24.4(a), the Buyer will notify such Minority Seller of the Projected Claim Amount with respect to such Minority Seller as of such date. As promptly as practicable following delivery of such notice, the Buyer and each Minority Seller shall deliver written direction to the Shareholder Warranty Escrow Agent in accordance with the Shareholder Warranty Escrow Agreement to release from the Shareholder Warranty Escrow Account and deliver to such Minority Seller an amount equal to (i) such Minority Seller’s Shareholder Warranty Escrow Amount as of such date minus (ii) such Minority Seller’s Projected Claim Amount as of such date. Following such delivery of

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25.	CCI GUARANTEE

25.1	Guarantee

(a)	guarantees to the Buyer the payment when due of all amounts payable by CCOL under or pursuant to this Agreement;

(b)	undertakes to ensure that CCOL will perform when due all its obligations under or pursuant to this Agreement; and

(c)	agrees that if and each time that CCOL fails to make any payment when it is due under or pursuant to this Agreement, CCI must on demand (without requiring the Buyer first to take steps against CCOL) pay that amount to the Buyer as if it were the principal obligor in respect of that amount.

25.2	CCOL actions to bind CCI

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1.	THE SELLERS AND THE SHARES

1.1	Incorporation

1.2	Capacity

1.3	Ownership of Shares

(a)

Such Seller is entitled to transfer or procure the transfer to the Buyer of full legal or beneficial ownership, or both as applicable, as set out in Schedule 1 (and for clarity, a Seller identified in Schedule 1 as holding beneficial title only is entitled to transfer that beneficial title and a Seller identified in Schedule 1 as holding legal title only is entitled to transfer that legal title), in the Shares on the terms and subject to the conditions set out in this Agreement.

(b)	Such Seller is the legal or beneficial owner of its Shares, or both as applicable, as set out in Schedule 1 (and for clarity, a Seller identified in Schedule 1 as holding beneficial title only holds that beneficial title and a Seller identified in Schedule 1 as holding legal title only holds that legal title).

(c)

As of the date of this Agreement, other than Encumbrances waived under clause 2.10, (i) there is no Encumbrance over any of such Seller’s Shares, and (ii) such Seller is not party to any agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of such Seller’s Shares, in each case except as disclosed in the Disclosure Letter. At Completion, there will not be any Encumbrance over any of such Seller’s Shares, and such Seller will not be a party to any agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of such Seller’s Shares.

1.4	Valid obligations

1.5	No default

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(a)	any material agreement or instrument to which it is a party;

(b)	its constitutional documents; or

(c)	any applicable law, regulation, order or judgment.

1.6	Filings and consents

1.7	Insolvency

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1.	SHARE CAPITAL

(a)	The issued share capital identified in row 6 of each of Schedule 2 comprises all the issued share capital of the Group Companies, and there is no obligation upon any Group Company nor any other person whether arising under any option or otherwise to issue any equity securities, shares, convertible notes, debentures or securities of any kind or nature in the Group Companies.

(b)	Each Subsidiary is a wholly owned Subsidiary of the Company.

2.	THE GROUP COMPANIES

2.1	Particulars in recitals and schedules

2.2	Incorporation of Group Companies

2.3	Subsidiaries

(a)	There is no Encumbrance (other than Permitted Encumbrances and Encumbrances relating to the Intercompany Revolving Credit Facility) over any of the shares in the Subsidiaries.

(b)	Other than as set out in Schedule 3, no Group Company is the owner of any shares or other securities of any other corporation or unit trust.

2.4	Solvency

2.5	Paid up capital

3.	CONDUCT OF BUSINESS

3.1	Licences, authorisations and consents

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3.2	Compliance with laws and regulations

3.3	Litigation

4.	ACCOUNTS AND FINANCIAL

4.1	Accounts

(c)	have been prepared in accordance with the Accounting Standards; and

(d)	give a true and fair view of the financial position of the Group Companies in all material respects as at the Accounts Date and of the financial performance of the Group Companies in all material respects for the year ended on the Accounts Date.

4.2	Management Accounts

(a)	have been prepared on a consistent basis with the preparation of the monthly management accounts of the Group Companies in the financial year ended on the Accounts Date (identified in the Data Room Information as document 03.03.10); and

(b)	give a reasonably accurate view of the profit and loss (as presented in the management accounts) of the Group Companies in all material respects as at and for the month in respect of which the monthly management accounts have been prepared.

4.3	Position since Accounts Date

(a)	the business of the Group Companies, taken as a whole, has been carried on in the ordinary course of business;

(b)	no dividend or other distribution has been declared, paid or made by the Company, except for any cash dividends or disclosed dividends; and

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(c)	other than in the ordinary course of business:

(i)	no Group Company has incurred any capital expenditure exceeding A$5 million in aggregate of the expenditure within the budget of the then current financial year or expenditure that is committed to be made as at the date of this Agreement;

(ii)	no Group Company has disposed or agreed to dispose of any of the assets included in the Accounts, or acquired or agreed to acquire any assets since the Accounts Date, in each case with a book value in excess of A$3 million; and

(d)	no Group Company has increased its indebtedness for borrowed money other than under the Intercompany Revolving Credit Facility.

5.	DATA TAPE

(a)	The Data Tape is unaudited and was principally derived from the books, records and processes of the Group Companies maintained in the ordinary course of business.

(b)	Column H of the “CCA BUNs” tab and Column J of the “Lease Report” tab of the Data Tape, taken as a whole, does not contain errors or omissions which would have a material adverse effect on the assets or financial position of the Group Companies, taken as a whole.

(c)	Since the Accounts Date there has been no change in the information or contracts underlying the Data Tape where such change would have a material adverse effect on the assets or financial position of the Group Companies, taken as a whole.

6.	COMMERCIAL

6.1	Assets

(a)	are, in the case of the Towers, legally and beneficially owned by a Group Company and, in the case of all other material assets, either legally and beneficially owned by a Group Company or used by a Group Company pursuant to a legal right to use that asset;

(b)	if owned by a Group Company, are free of all Encumbrances (other than Permitted Encumbrances, any Encumbrances arising in respect of the Intercompany Revolving Credit Facility and the ANZ Facility) and are not subject to any agreement or arrangement under which any Group Company is obliged to create or grant any Encumbrance over those assets; and

(c)	are in the possession or under the control of a Group Company.

6.2	Material Contracts

(a)	Copies of all Material Contracts, and all documents that amend or vary the terms of any Material Contract in a material respect, are contained in the Data Room Information.

(b)	So far as the Warrantors are aware, no Group Company is in default in any material respect under any Material Contract.

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(c)	So far as the Warrantors are aware, since the Accounts Date, no party to a Material Contract has given written notice of an intention to terminate the Material Contract or the existence of a right to terminate the Material Contract (whether by way of formal notice of termination or by means of other written communication).

6.3	Financing Agreements

(a)	Copies of all Financing Agreements, and all documents that amend or vary the terms of any Financial Agreement in a material respect, are contained in the Data Room Information.

(b)	No Group Company is in default in any material respect under any Financing Agreement.

(c)	Since the Accounts Date and in the last 12 months prior to the Accounts Date, no party to a Financing Agreement has given written notice of an intention to terminate the Financing Agreement or the existence of a right to terminate the Financing Agreement (whether by way of formal notice of termination or by means of other written communication).

(d)	Since the Accounts Date and in the last 12 months prior to the Accounts Date, no Group Company has received any written notice to repay any borrowings under any Financing Agreement.

6.4	Intellectual Property Rights

(a)

So far as the Warrantors are aware, other than Intellectual Property Rights licensed by or derived through CCOL’s Seller Group, the Group Companies own or are licensed to use the Intellectual Property Rights necessary to conduct their business as presently conducted, except where failure to own or be licensed would not have a material adverse effect on the assets or financial position of the Group Companies, taken as a whole.

(b)	Since the Accounts Date and in the last 12 months prior to the Accounts Date, no Group Company has received a written notice that it infringes any material Intellectual Property Right of any third party.

(c)	So far as the Warrantors are aware, there is no unauthorised use by any person of any material Intellectual Property Rights of a Group Company where the consequences of such unauthorised use would have a material adverse effect on the assets or financial position of the Group Companies, taken as a whole.

(d)	No Group Company carries on business under a name or names other than its registered corporate or trade names.

6.5	Insurance

(a)	The Group Companies have taken out insurances on the bases and in respect of the risks described in the list of insurance cover contained in the Data Room Information, and:

(i)	such insurances are in full force and effect;

(ii)	so far as the Warrantors are aware, there are no special circumstances which might reasonably be expected to lead to any liability under such insurances being avoided by the insurers; and

(iii)	no material claims which remain outstanding have been made under any such insurances.

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(b)	The Group Companies are in compliance in all material respects with all requirements to maintain workers compensation insurance under statutory requirements.

7.	TAXATION

7.1	Taxation liabilities

(a)	All material Taxation for which a Group Company is liable and which has fallen due for payment has been duly paid.

(b)	All Group Companies have complied with any obligations to withhold material amounts from payments as required by the Tax Law.

7.2	Taxation returns

(a)	All material notices, computations, applications, returns, reports, statements, elections, declarations, schedules, attachments, information returns, claims for refunds, amended returns, and combined, consolidated, unitary or similar returns which ought to have been submitted to a Taxation Authority by a Group Company on account of Tax:

(i)	have been properly and duly so submitted; and

(ii)	disclose all material facts that must be disclosed under any law relating to Tax;

(b)	All material records which a Group Company is required to keep for Taxation purposes or necessary to substantiate a filing position have been duly kept and are available for inspection at the premises of the Group Company.

(c)	No Group Company has asked for any extensions of time for the filing of any currently outstanding material tax returns or other documents, or the making of any payments, relating to material Taxation.

7.3	Penalties and interest

7.4	Investigations

7.5	Franking

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8.	PROPERTY

8.1	Freehold Office Properties

(a)	The Freehold Office Properties comprise all the material land and buildings in which the Group Companies have an interest other than the Tower Sites, the Leasehold Office Properties and the Freehold Properties.

(b)	A Group Company is the sole legal and beneficial owner of each of the Freehold Office Properties.

(c)	A Group Company is in exclusive occupation of each of the Freehold Office Properties free from all Encumbrances (other than Permitted Encumbrances), except where the Group Company has licenced, leased or otherwise parted with possession of any Freehold Office Properties on arm’s length terms.

8.2	Leasehold Office Properties

(a)	The Leasehold Office Properties comprise all the material land and buildings in which the Group Companies have an interest other than the Tower Sites, the Freehold Office Properties and the Freehold Properties.

(b)	A Group Company holds a valid licence or valid leasehold title to each of the Leasehold Office Properties.

(c)	A Group Company is in exclusive occupation of each of the Leasehold Office Properties free from all Encumbrances (other than Permitted Encumbrances), except where the Group Company has sublicenced, subleased or otherwise parted with possession of any Leasehold Office Properties on arm’s length terms.

8.3	Freehold Properties

(a)	The Freehold Properties are the only properties owned by the Group Companies other than the Freehold Office Properties.

(b)	A Group Company is the sole legal and beneficial owner of each of the Freehold Properties.

(c)	A Group Company is in exclusive occupation of each of the Freehold Properties free from all Encumbrances (other than Permitted Encumbrances), except where the Group Company has licenced, leased or otherwise parted with possession of the whole or any part of any Freehold Properties on arm’s length terms.

8.4	Tower Sites

(a)	The Data Room Information contains a sample of Tower Site Licences.

(b)

So far as the Warrantors are aware, no Group Company is in material breach of a Tower Site Licence and no party to a Tower Site Licence has given written notice of an intention to terminate the Tower Site Licence (whether by way of formal notice of termination or by means of other written communication), excluding expiry or non-renewal in accordance with the terms of a Tower Site Licence or by exercise of a contractual break right, in each case for such number of Tower Site Licenses that would have a material adverse effect on the assets or financial position of the Group Companies, taken as a whole.

(c)	So far as the Warrantors are aware:

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(i)	no Group Company is in material breach of a Tower Site Lease; and

(ii)	no party to a Tower Site Lease has given written notice of an intention to terminate the Tower Site Lease (whether by way of formal notice of termination or by means of other written communication), excluding expiry or non-renewal in accordance with the terms of a Tower Site Lease or by exercise of a contractual break right;

(d)	The Data Room Information contains copies of substantially all of the Tower Site Leases that were available in the electronic files of the Group Companies, taken as a whole, as at 31 December 2014.

(e)	A Group Company holds a licence, lease or other occupation right for each of the Tower Sites.

(f)

So far as the Warrantors are aware, where a Group Company occupies a Tower Site pursuant to a Tower Site Lease, it does so free from all Encumbrances (other than Permitted Encumbrances) (except where the Group Company has sublicenced, subleased or otherwise parted with possession of any Tower Site Leases on arm’s length terms), other than where a failure to do so would not have a material adverse effect on the assets or financial position of the Group Companies, taken as a whole;

(g)	So far as the Warrantors are aware the forms of the Tower Site Licences as at the date of this Agreement (other than Tower Site Licences assigned or transferred to a Group Company by a third party) for:

(i)	Optus Mobile Pty Limited do not depart from the forms of the Optus Mobile Pty Limited Tower Site Licences in the Disclosed Information;

(ii)	Vodafone Networks Pty Ltd do not depart from the forms of the Vodafone Networks Pty Ltd Tower Site Licences in the Disclosed Information;

(iii)	Telstra Corporation Limited do not depart from the forms of the Telstra Corporation Limited Tower Site Licences in the Disclosed Information; and

(iv)	NBN Co Limited do not depart from the forms of the NBN Co Limited Tower Site Licences in the Disclosed Information;

9.	EMPLOYEES

9.1	Employees

(a)	In this paragraph 9.1, “Senior Employee” means an employee of a Group Company that is a member of the Executive Management Team or a General Manager.

(b)	The Warrantors have disclosed to the Buyer a list of all Senior Employees of each Group Company together with, in respect of each Senior Employee:

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(i)	details of the remuneration, bonuses, incentives and other material payments payable to such Senior Employee or to which such Senior Employee may be entitled and other material benefits provided to such Senior Employee; and

(ii)	accrued and pro-rata annual leave, long service leave and personal/carer’s leave entitlements.

(c)	Each Senior Employee is employed by the Company or a Group Company.

(d)	The Warrantors have disclosed to the Buyer a copy of each employment agreement entered into between any Group Company and any Senior Employee.

(e)	No Senior Employee has given or been given written notice to terminate his employment.

(f)	The Warrantors have disclosed to the Buyer each Industrial Instrument which applies to any employee of a Group Company.

(g)	So far as the Warrantors are aware, the Group Companies are not presently subject to a bargaining period notified by any union or group of Employees in respect of any collective industrial agreement.

(h)	So far as the Warrantors are aware, there are no outstanding disputes between a Group Company and a material number of its employees or with any trade union.

(i)	So far as the Warrantors are aware, no Group Company is liable for any remuneration or other monetary benefit to or for the benefit of any Senior Employee which has not been disclosed in the Data Room Information.

(j)	So far as the Warrantors are aware, no Group Company is party to any incentive, bonus or retention scheme or arrangement which has not been disclosed in the Data Room Information.

(k)	So far as the Warrantors are aware, there is no workplace health and safety prosecution that has been commenced against any Group Company by a workplace safety authority and which remains unresolved.

(l)	The Data Room Information contains true, accurate and complete copies of the Group’s current (as at November 2014) template standard terms and conditions of employment.

(m)	All employees, contractors and commission agents of the Group Companies in respect of which a Group Company is required by law to make superannuation guarantee contributions have received at least the minimum superannuation guarantee contributions due to them as required by law.

(n)	No employee of any Group Company participates in a defined benefit superannuation scheme to which any Group Company is required to make contributions as a condition of that employee’s employment.

10.	RELATED ENTITY CONTRACTS

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11.	BROKERS

12.	INFORMATION

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1.	Definitions

(i)	any amount drawn under the ANZ Facility; and

(ii)	other than the Intercompany Revolving Credit Facility, any other interest and non-interest bearing loans or other financing liabilities or obligations, including overdrafts and any other liabilities in the nature of borrowed money (whether secured or unsecured),

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(i)	the sum of (A) the aggregate amount of “Trade receivables” that are characterized as current assets, plus (B) the aggregate amount of the current portion of “Prepayments” (representing ground rent and associated costs paid in advance), plus (C) the aggregate amount of the non-current portion of “Prepayments” (representing ground rent and associated costs paid in advance), minus

(ii)

the sum of (A) (1) the aggregate amount of “Trade and other payables” that are characterized as current liabilities (excluding the aggregate amount of liabilities contained in Current Liabilities – Trade and other payables that are included in the “Share based payment liability” item) (“Current Liabilities – Trade and other payables”), minus (2) the aggregate amount of liabilities contained in Current Liabilities – Trade and other payables that are included in the “Related party” item, plus (B) the aggregate amount of “Income tax payable”, plus (C) the aggregate amount of the current portion of “Unearned income”, plus (D) the aggregate amount of the non-current portion of “Unearned income”, plus (E) the aggregate amount of “Employee benefits liability”,

2.	Preparation of Draft Completion Statement

(a)	the specific policies set out in Part 4 of this Schedule 5;

(b)	to the extent not covered by clause 2(a) above, the accounting policies, principles, practices, categorisations, procedures, methods and bases adopted by the Group Companies in the preparation of the Accounts, whether or not such policies, principles, practices, categorisations, procedures, methods or bases are in accordance with the Accounting Standards;

(c)	solely to the extent not covered by clause 2(a) or 2 (b) above, in accordance with the Accounting Standards in force as at the Accounts Date.

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3.	Notification of disputed items

4.	Resolution of disputed items and finalisation of the Completion Statement

(a)	during the 40 Business Day period following the delivery to the Buyer of a Notice of Disagreement, the Adjustment Representative and the Buyer must attempt in good faith to resolve the Disputed Items;

(b)	if any Disputed Items are not resolved in writing between the Adjustment Representative and the Buyer within 40 Business Days of the delivery to the Buyer of a Notice of Disagreement, those items (and only those items) must be determined by the Independent Accountants as set out in Part 5 of this Schedule 5; and

(c)	the Draft Completion Statement must be adjusted to take account of each Disputed Item agreed in writing between the Adjustment Representative and the Buyer or determined by the Independent Accountants, as the case may be, and the Draft Completion Statement as so adjusted will constitute the Completion Statement for the purposes of this Agreement.

5.	Provision of information

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1.	I have reviewed this report on Form 10-Q of Crown Castle International Corp. (“registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1.	I have reviewed this report on Form 10-Q of Crown Castle International Corp. (“registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

1)	the Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of June 30, 2015 (the last date of the period covered by the Report).