<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Crown Castle International Corp.
--------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
228227104
--------------------------------
(CUSIP Number)
David V. Smalley
Debevoise & Plimpton
International Financial Centre
Old Broad Street
London EC2N 1HQ
United Kingdom
(011)(44)(171) 786-9000
-----------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 28 - October 25, 1999
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following pages)
<PAGE>
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Candover Investments plc
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N.A.
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
8,953,300
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,953,300
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
81,903,623 (Includes all Shares beneficially owned by persons reporting
on the Original Schedule 13D)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
56.52%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IV
- ------------------------------------------------------------------------------
2
<PAGE>
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Candover (Trustees) Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N.A.
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
164,583
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
164,583
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
81,903,623 (Includes all Shares beneficially owned by persons reporting
on the Original Schedule 13D)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
56.52%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IV
- ------------------------------------------------------------------------------
3
<PAGE>
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Candover Partners Limited (as general partner of the Candover 1994 UK
Limited Partnership, the Candover 1994 UK No. 2 Limited Partnership, the
Candover 1994 US No. 1 Limited Partnership and the Candover 1994 US No. 2
Limited Partnership)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N.A.
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
6,948,092
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
6,948,092
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
81,903,623 (Includes all Shares beneficially owned by persons reporting
on the Original Schedule 13D)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
56.52%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IV
- ------------------------------------------------------------------------------
4
<PAGE>
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Candover Services Limited
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
N.A.
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
6,948,092
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
6,948,092
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
81,903,623 (Includes all Sharees beneficially owned by persons reporting
on the Original Schedule 13D)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
56.52%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IV
- ------------------------------------------------------------------------------
5
<PAGE>
Amendment No.1 to a Statement on Schedule 13D
This Amendment No.1 amends the Statement on Schedule 13D relating to
the common stock, par value $.01 per share (the "Shares"), of Crown Castle
------
International Corp., a Delaware corporation (the "Company") filed with the
-------
Securities and Exchange Commission (the "Commission") on September 1, 1998 (the
----------
"Original Schedule 13D"). This Statement is being filed on behalf of the
- ----------------------
reporting persons (each a "Candover Reporting Person," and collectively the
-------------------------
"Candover Reporting Persons") identified on the cover pages of this Amendment
- ---------------------------
No. 1. Information in respect of each Candover Reporting Person is given solely
by such Candover Reporting Person and no Candover Reporting Person has
responsibility for the accuracy or completeness of information supplied by any
other Candover Reporting Person.
Item 1. Security and Issuer.
This Item is not amended.
Item 2. Identity and Background.
This Item is amended only to the following extent:
The paragraph headed "Candover Partners Limited (as general partner of the
----------------------------------------------------
Candover 1994 UK Limited Partnership, the Candover 1994 UK No.2 Limited
-----------------------------------------------------------------------
Partnership, the Candover 1994 US No.1 Limited Partnership and the
------------------------------------------------------------------
Candover 1994 US No.2 Limited Partnership)" is deleted and replaced with
------------------------------------------
the following paragraph:
"Candover Partners Limited (as general partner of the Candover 1994 UK
---------------------------------------------------------------------
Limited Partnership, the Candover 1994 UK No.2 Limited Partnership, the
-----------------------------------------------------------------------
Candover 1994 US No.1 Limited Partnership and the Candover 1994 US No.2
-----------------------------------------------------------------------
Limited Partnership)
--------------------
Candover Partners is an English company with its principal
executive office located at 20 Old Bailey, London EC4M 7LN. The principal
business of Candover Partners is to analyze and make investment decisions
in its role as general partner of the various limited partnerships
constituting the Candover 1989, 1991, 1994 and 1997 Funds. Candover
Partners is regulated by the Investment Management Regulatory Organisation
of the U.K. ("IMRO"). Candover Partners is a majority owned direct
subsidiary of Candover Services and a wholly owned indirect subsidiary of
Candover Investments."
6
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
This Item is supplemented as follows:
Over the period from September 28, 1999 to October 25, 1999, the
Candover Reporting Persons sold 2,376,900 Shares in the aggregate pursuant to
Rule 144 under the Securities Act of 1933, as amended. The number of Shares
sold on behalf of each Candover Reporting Person is set forth in the following
table:
<TABLE>
<CAPTION>
Seller Number of Shares Sold
------ ---------------------
<S> <C>
Candover Investments plc 488,693
("Candover Investments")
--------------------
Candover Partners Limited 965,259
("Candover Partners")
-----------------
(as general partner of the
Candover 1994 UK Limited
Partnership)
Candover Partners 261,459
(as general partner of the
Candover 1994 UK No.2
Limited Partnership)
Candover Partners 46,824
(as general partner of the
Candover 1994 US No.1
Limited Partnership)
Candover Partners 570,931
(as general partner of the
Candover 1994 US No.2
Limited Partnership)
Candover (Trustees) Limited 43,734
("Candover Trustees")
-----------------
</TABLE>
More detailed information relating to such sales, including the
average daily sale price and the number of Shares sold on a daily basis, is
attached as Schedule A hereto, which schedule is hereby incorporated into this
Item 3 by reference in its entirety.
Form 144 notices relating to such sales were filed with the Commission
on September 28, 1999 and October 1, 1999. See Exhibits 1 through 12 hereto.
Sales were made on Nasdaq through Lehman Brothers, Inc. ("Lehman Brothers"), a
---------------
registered broker under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Sales made in September were reported on a Form 4, filed with
- -------------
7
<PAGE>
the Commission on October 7, 1999. See Exhibit 13 hereto. Sales made in
October were reported on a Form 4, filed with the Commission on November 1,
1999. See Exhibit 14 hereto.
Item 4. Purpose of Transaction.
This Item is supplemented as follows:
The purposes of the sales by the Candover Reporting Persons described
in Item 3 above were to diversify the equity holdings of the Candover
Reporting Persons and to realize part of the value of the investment in the
Shares for the benefit of the investors in the partnerships on whose behalf
Candover Partners made sales.
Additional sales may be made in the future for such purposes or for
other purposes. Although each of the Candover Reporting Persons believes that
the Shares that it beneficially owns are an attractive investment, each of the
Candover Reporting Persons on an individual basis continues to monitor and
evaluate its investment in the Company in light of pertinent factors, including
without limitation the following: (i) the Company's business, operations,
-
assets, financial condition and prospects; (ii) market, general economic and
--
other conditions; and (iii) other investment opportunities available to one or
---
more of the Candover Reporting Persons. Candover Partners also monitors and
evaluates the Shares it holds in light of its obligations as the general partner
of the Candover 1994 UK Limited Partnership, the Candover 1994 UK No.2 Limited
Partnership, the Candover 1994 US No.1 Limited Partnership and the Candover 1994
US No.2 Limited Partnership (collectively the "Candover Partnerships").
---------------------
Candover Trustees also monitors and evaluates the Shares it holds in light of
its obligations as the trustee of the Candover Staff Co-Investment Scheme.
In light of the foregoing factors, and the plans and requirements of
the Candover Reporting Persons from time to time, some or all of the Candover
Reporting Persons may decide to: (i) dispose of some or all of the securities of
-
the Company which they beneficially own; or (ii) acquire additional securities
--
of the Company. The Candover Reporting Persons reserve the right, either
individually or in any combination among themselves or together with one or more
stockholders of the Company, to decide in the future to take or cause to be
taken one or more of the foregoing actions. There can be no assurance that any
of the foregoing transactions will occur or as to the timing of any such
transactions.
Except as set forth above, none of the Candover Reporting Persons has
plans or proposals with respect to any of the matters set forth in paragraphs
(a) through (j) of Item 4 of Schedule 13D.
The Candover Reporting Persons disclaim that they are part of a group
(as such term is set forth in Rule 13(d) under the Exchange Act). Additionally,
each Candover Reporting Person disclaims beneficial ownership of all Shares
which are not directly owned of record by such Candover Reporting Person.
8
<PAGE>
Item 5. Interest in Securities of the Issuer.
This Item is supplemented and amended as follows:
In accordance with Rule 13d-5(b)(1) under the Exchange Act and by
virtue of the Stockholders Agreement discussed in Item 6 of the Original
Schedule 13D (subject to the disclaimer in Item 4 of the Original Schedule 13D
and this Amendment No.1), each of the Candover Reporting Persons may be deemed
to own 81,903,623 Shares, which constitute approximately 56.52% of the
144,915,296 Shares deemed outstanding as of November 3, 1999. The amount deemed
owned constitutes the number of Shares in which the reporting persons that filed
the Original Schedule 13D are interested or deemed interested.
The information contained in Item 3 of this Amendment No.1 is hereby
incorporated into this Item 5 by reference in its entirety.
Candover Investments plc
- ------------------------
Candover Investments has sole voting power with respect to 8,953,300
Shares and has sole dispositive power with respect to 8,953,300 Shares.
Candover Investments is the direct beneficial owner of 1,840,625 Shares over
which it has sole voting and dispositive power. By virtue of the relationships
reported under Item 2 of the Original Schedule 13D, Candover Investments may be
deemed to have indirect beneficial ownership of the Shares beneficially owned by
Candover Trustees and Candover Partners.
Candover (Trustees) Limited
- ---------------------------
Candover Trustees has sole voting power with respect to 164,583 Shares
and has sole dispositive power with respect to 164,583 Shares. Candover
Trustees is the direct beneficial owner of 164,583 Shares over which it has sole
voting and dispositive power.
Candover Partners Limited (as general partner of the Candover 1994 UK Limited
- -----------------------------------------------------------------------------
Partnership, the Candover 1994 UK No.2 Limited Partnership, the Candover 1994 US
- --------------------------------------------------------------------------------
No.1 Limited Partnership and the Candover 1994 US No.2 Limited Partnership).
- ---------------------------------------------------------------------------
Candover Partners has sole voting power with respect to 6,948,092
Shares and has sole dispositive power with respect to 6,948,092 Shares.
Candover Partners is the direct beneficial owner of 6,948,092 Shares over which
it has sole voting and dispositive power.
Candover Services Limited
- -------------------------
Candover Services has sole voting power with respect to 6,948,092
Shares and has sole dispositive power with respect to 6,948,092 Shares. By
virtue of the relationships reported under Item 2
9
<PAGE>
of the Original Schedule 13D, Candover Services may be deemed to have indirect
beneficial ownership of the Shares beneficially owned by Candover Partners.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
This Item is supplemented as follows:
As discussed in Item 3 of this Amendment No.1, the Candover Reporting
Persons sold Shares through Lehman Brothers. The relationship between the
Candover Reporting Persons and Lehman Brothers is governed by a standard Lehman
Brothers Corporate Client Agreement.
The Stockholders Agreement described in Item 6 of the Original
Schedule 13D (the "Stockholders Agreement") has subsequently been amended.
----------------------
Copies of the amendments are attached hereto as Exhibits 15 through 18 and the
description of the Stockholders Agreement contained herein is qualified in its
entirety by reference to such Exhibits, each of which are hereby incorporated
herein by reference in its entirety.
Amendment Number One to the Stockholders Agreement provided that
Candover Investments, Candover Partners (as general partner of the Candover
Partnerships) and Candover Trustees would lose their tag-along rights and cease
to be subject to the voting provisions under the Stockholders Agreement upon a
disposition of Shares by any such party to any of its limited partners.
Amendment Number Two related to the use of the "Crown" name by the Company.
Amendment Number Three provided that certain parties to the Stockholders
Agreement lost their tag-along rights and registration rights in connection with
a "DECS transaction." This transaction was the subject of a Registration
Statement filed by the Company on Form S-3 (Reg. No. 333-83395) and a
Registration Statement filed by DECS Trust V on Form N-2 (Reg. No. 333-83965).
Amendment Number Four provided that Shares distributed by a party to the
Stockholders Agreement to their equityholders shall cease to be subject to the
Stockholders Agreement and that such equityholders will not become party to the
Stockholders Agreement.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 Form 144 filed with the Commission on September 28, 1999 by
Candover Partners as general partner of the Candover 1994 UK
Limited Partnership.
Exhibit 2 Form 144 filed with the Commission on September 28, 1999 by
Candover Partners as general partner of the Candover 1994 UK No.2
Limited Partnership.
Exhibit 3 Form 144 filed with the Commission on September 28, 1999 by
Candover Partners as general partner of the Candover 1994 US No.1
Limited Partnership.
10
<PAGE>
Exhibit 4 Form 144 filed with the Commission on September 28, 1999 by
Candover Partners as general partner of the Candover 1994 US No.2
Limited Partnership.
Exhibit 5 Form 144 filed with the Commission on September 28, 1999 by
Candover Trustees.
Exhibit 6 Form 144 filed with the Commission on September 28, 1999 by
Candover Investments.
Exhibit 7 Form 144 filed with the Commission on October 1, 1999 by Candover
Partners as general partner of the Candover 1994 UK Limited
Partnership.
Exhibit 8 Form 144 filed with the Commission on October 1, 1999 by Candover
Partners as general partner of the Candover 1994 UK No.2 Limited
Partnership.
Exhibit 9 Form 144 filed with the Commission on October 1, 1999 by
Candover Partners as general partner of the Candover 1994 US No.1
Limited Partnership.
Exhibit 10 Form 144 filed with the Commission on October 1, 1999 by
Candover Partners as general partner of the Candover 1994 US No.2
Limited Partnership.
Exhibit 11 Form 144 filed with the Commission on October 1, 1999 by
Candover Trustees.
Exhibit 12 Form 144 filed with the Commission on October 1, 1999 by
Candover Investments.
Exhibit 13 Form 4 filed with the Commission on October 7, 1999 by Candover
Investments, Candover Partners, Candover Partners as general
partner of the Candover Partnerships, Candover Trustees and
Candover Services.
Exhibit 14 Form 4 filed with the Commission on November 1, 1999 by Candover
Investments, Candover Partners, Candover Partners as general
partner of the Candover Partnerships, Candover Trustees and
Candover Services.
Exhibit 15 Amendment, dated as of November 12, 1998, to the Stockholders
Agreement, dated as of August 21, 1999, among Crown Castle
International Corp. (formerly named Castle Tower Holding Corp.)
("CCIC") and each of the stockholders of CCIC listed on Schedule
----
1 to the Stockholders Agreement.
Exhibit 16 Amendment Number Two to Stockholders Agreement, dated effective
May 24, 1999, among CCIC and each of the stockholders of CCIC
listed on Schedule 1 to the Stockholders Agreement.
11
<PAGE>
Exhibit 17 Amendment Number Three to Stockholders Agreement, dated as of
August 11, 1999, among CCIC and each of the stockholders of CCIC
listed on Schedule 1 to the Stockholders Agreement.
Exhibit 18 Amendment Number Four to Stockholders Agreement, dated effective
October 1, 1999, among CCIC and each of the stockholders of CCIC
listed on Schedule 1 to the Stockholders Agreement.
Exhibit 19 Joint Filing Agreement, dated November 3, 1999, among Candover
Investments plc, Candover (Trustees) Limited, Candover Partners
Limited and Candover Services Limited.
12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 3, 1999
CANDOVER INVESTMENTS PLC
By: /s/ P.R. Neal
----------------------------------
Name: P.R. Neal
Title: Company Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 3, 1999
CANDOVER (TRUSTEES) LIMITED
By: /s/ P.R. Neal
----------------------------
Name: P.R. Neal
Title: Company Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: November 3, 1999
CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994 UK
Limited Partnership, the Candover 1994 UK
No. 2 Limited Partnership, the Candover 1994
US No. 1 Limited Partnership and the Candover
1994 US No. 2 Limited Partnership)
By: /s/ P.R. Neal
-----------------------------------
Name: P.R. Neal
Title: Company Secretary
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 3, 1999
CANDOVER SERVICES LIMITED
By:/s/ P.R. Neal
---------------------------------
Name: P.R. Neal
Ttile: Company Secretary
<PAGE>
Schedule A
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
CCIC Sale Programme - 1999
- -----------------------------------------------------------------------------------------------------------------
Candover Investments plc Candover Trustees Ltd
------------------------ ---------------------
Sale No. of No. of
price Shares Gross SEC Net Shares Gross SEC Net
Date per share Sold Proceeds Fee Amount Sold Proceeds Fee Amount
US$ US$ US$ US$ US$ US$ US$
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
28/09/99 18.6875 2,056 38,421.50 -1.28 38,420.22 184 3,438.50 -0.11 3,438.39
28/09/99 18.6875 15,420 288,161.25 -9.61 288,151.64 1,380 25,788.75 -0.86 25,787.89
30/09/99 18.3990 123,360 2,269,700.64 -75.66 2,269,624.98 11,040 203,124.96 -6.77 203,118.19
1/10/99 18.5000 30,840 570,540.00 -19.02 570,520.98 2,760 51,060.00 -1.70 51,058.30
4/10/99 18.5192 53,456 989,962.36 -33.00 989,929.36 4,784 88,595.85 -2.95 88,592.90
5/10/99 18.1875 92,520 1,682,707.50 -56.09 1,682,651.41 8,280 150,592.50 -5.02 150,587.48
7/10/99 18.6458 21,589 402,544.18 -13.42 402,530.76 1,932 36,023.69 -1.20 36,022.49
8/10/99 18.5625 10,280 190,822.50 -6.36 190,816.14 920 17,077.50 -0.57 17,076.93
11/10/99 18.6447 19,532 364,168.28 -12.14 364,156.14 1,748 32,590.94 -1.09 32,589.85
12/10/99 18.6875 2,056 38,421.50 -1.28 38,420.22 184 3,438.50 -0.11 3,438.39
20/10/99 18.0337 26,728 482,004.73 -16.07 481,988.66 2,392 43,136.61 -1.44 43,135.17
21/10/99 18.0000 3,084 55,512.00 -1.85 55,510.15 276 4,968.00 -0.17 4,967.83
22/10/99 18.3254 69,904 1,281,018.76 -42.70 1,280,976.06 6,256 114,643.70 -3.82 114,639.88
25/10/99 18.1358 17,868 324,050.47 -10.80 324,039.67 1,598 28,981.01 -0.97 28,980.04
shrs in sale
program 488,701 43,736
------- -------
shrs left to go 8 2
------- -------
- -----------------------------------------------------------------------------------------------------------------
Total sales: 488,693 8,978,035.67 -299.28 8,977,736.39 43,734 803,460.51 -26.78 803,433.73
=================================================================================================================
Original Holdings 2,329,318 208,317
- ----------------------------------------------------------------------------------------------------------------
No. of shares held
after sales: 1,840,625 164,583
================================================================================================================
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
1994 UK LP 1994 UK. No. 2 L.P.
---------- -------------------
Sale No. of No. of
price Shares Gross SEC Net Shares Gross SEC Net
Date per share Sold Proceeds Fee Amount Sold Proceeds Fee Amount
US$ US$ US$ US$ US$ US$ US$
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
28/09/99 18.6875 4,061 75,889.94 -2.53 75,887.41 1,100 20,556.25 -0.69 20,555.56
28/09/99 16.6875 30,457 569,165.19 -18.97 569,146.22 8,250 154,171.88 -5.14 154,166.74
30/09/99 18.3990 243,660 4,483,100.34 -149.44 4,482,950.90 66,000 1,214,334.00 -40.48 1,214,293.52
1/10/99 18.5000 60,915 1,126,927.50 -37.56 1,126,889.94 16,500 305,250.00 -10.18 305,239.82
4/10/99 18.5192 105,586 1,955,368.25 -65.18 1,955,303.07 28,600 529,649.12 -17.65 529,631.47
5/10/99 18.1875 182,745 3,323,674.69 -110.79 3,323,563.90 49,500 900,281.25 -30.01 900,251.24
7/10/99 18.6458 42,640 795,056.91 -26.50 795,030.41 11,550 215,358.99 -7.18 215,351.81
8/10/99 18.5625 20,305 376,911.56 -12.56 376,899.00 5,500 102,093.75 -3.40 102,090.35
11/10/99 18.6447 38,579 719,293.88 -23.98 719,269.90 10,450 194,837.12 -6.49 194,830.63
12/10/99 18.6875 4,061 75,889.94 -2.53 75,887.41 1,100 20,556.25 -0.69 20,555.56
20/10/99 18.0337 52,793 952,053.12 -31.74 952,021.38 14,300 257,881.91 -8.60 257,873.31
21/10/99 18.0000 6,091 109,638.00 -3.65 109,634.35 1,650 29,700.00 -0.99 29,699.01
22/10/99 18.3254 138,074 2,530,261.28 -84.34 2,530,176.94 37,400 685,369.96 -22.85 685,347.11
25/10/99 18.1358 35,292 640,048.65 -21.33 640,027.32 9,559 173,360.11 -5.78 173,354.33
shrs in sale
program
965,279 261,465
------- -------
shrs left to go 20 6
- --------------------------------------------------------------------------------------------------------------
Total sales: 965,259 17,733,279.25 -591.10 17,732,688.15 261,459 4,803,400.58 -160.13 4,803,240.45
==============================================================================================================
Original Holdings 4,600,805 1,246,810
- --------------------------------------------------------------------------------------------------------------
No. of shares held
after sales: 3,635,546 985,351
==============================================================================================================
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
1994 US. No. 1 L.P. 1994 US. No. 2 L.P. TOTALS
------------------ ------------------- ------
No. of No. of No. of
Shares Gross SEC Net Shares Gross SEC Net Shares Gross SEC Net
Sold Proceeds Fee Amount Sold Proceeds Fee Amount Sold Proceeds Fee Amount
US$ US$ US$ US$ US$ US$ US$ US$ US$
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
197 3,681.44 -0.12 3,681.32 2,402 44,887.38 -1.50 44,885.88 10,000 186,875.00 -6.23 186,868.77
1,478 27,620.13 -0.92 27,619.21 18,015 336,655.31 -11.22 336,644.09 75,000 1,401,562.50 -46.72 1,401,515.78
11,820 217,476.18 -7.25 217,468.93 144,120 2,651,663.88 -88.39 2,651,575.49 600,000 11,039,400.00 -367.99 11,039,032.01
2,955 54,667.50 -1.82 54,665.68 36,030 666,555.00 -22.22 666,532.78 150,000 2,775,000.00 -92.50 2,774,907.50
5,122 94,855.34 -3.16 94,852.18 62,452 1,156,561.08 -38.55 1,156,522.53 260,000 4,814,992.00 -160.49 4,814,831.51
8,865 161,232.19 -5.37 161,226.82 108,090 1,965,886.88 -65.53 1,965,821.35 450,000 8,184,375.00 -272.81 8,184,102.19
2,068 38,559.51 -1.29 38,558.22 25,221 470,265.72 -15.68 470,250.04 105,000 1,957,809.00 -65.27 1,957,743.73
985 18,284.06 -0.61 18,283.45 12,010 222,935.63 -7.43 222,928.20 50,000 928,125.00 -30.93 928,094.07
1,872 34,902.88 -1.16 34,901.72 22,819 425,453.41 -14.18 425,439.23 95,000 1,771,246.50 -59.04 1,771,187.46
197 3,681.44 -0.12 3,681.32 2,402 44,887.38 -1.50 44,885.88 10,000 186,875.00 -6.23 186,868.77
2,561 46,184.31 -1.54 46,182.77 31,226 563,120.32 -18.77 563,101.55 130,000 2,344,381.00 -78.16 2,344,302.84
296 5,328.00 -0.18 5,327.82 3,603 64,854.00 -2.16 64,851.84 15,000 270,000.00 -9.00 269,991.00
6,698 122,743.53 -4.09 122,739.44 81,668 1,496,598.77 -49.89 1,496,548.88 340,000 6,230,636.00 -207.69 6,230,428.31
1,710 31,012.22 -1.03 31,011.19 20,873 378,548.55 -12.62 378,535.93 86,900 1,576,001.02 -52.53 1,575,948.49
46,826 570,943 2,376,950
- ------- ------- ---------
2 12 50
- ------- ------- ---------
- ------------------------------------------------------------------------------------------------------------------------------------
46,824 860,228.72 -28.66 860,200.06 570,931 10,488,873.29 -349.64 10,488,523.65 2,376,900 43,667,278.02 -1,455.59 43,665,822.43
====================================================================================================================================
223,305 2,721,645 11,330,200
- ------------------------------------------------------------------------------------------------------------------------------------
176,481 2,150,714 8,953,300
====================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
1 Form 144 filed with the Commission on September 28, 1999 by
Candover Partners as general partner of the Candover 1994 UK
Limited Partnership is incorporated herein by reference.
2 Form 144 filed with the Commission on September 28, 1999 by
Candover Partners as general partner of the Candover 1994 UK No.2
Limited Partnership is incorporated herein by reference.
3 Form 144 filed with the Commission on September 28, 1999 by
Candover Partners as general partner of the Candover 1994 US No.1
Limited Partnership is incorporated herein by reference.
4 Form 144 filed with the Commission on September 28, 1999 by
Candover Partners as general partner of the Candover 1994 US No.2
Limited Partnership is incorporated herein by reference.
5 Form 144 filed with the Commission on September 28, 1999 by
Candover Trustees is incorporated herein by reference.
6 Form 144 filed with the Commission on September 28, 1999 by
Candover Investments is incorporated herein by reference.
7 Form 144 filed with the Commission on October 1, 1999 by Candover
Partners as general partner of the Candover 1994 UK Limited
Partnership is incorporated herein by reference.
8 Form 144 filed with the Commission on October 1, 1999 by Candover
Partners as general partner of the Candover 1994 UK No.2 Limited
Partnership is incorporated herein by reference.
9 Form 144 filed with the Commission on October 1, 1999 by Candover
Partners as general partner of the Candover 1994 US No.1 Limited
Partnership is incorporated herein by reference.
10 Form 144 filed with the Commission on October 1, 1999 by Candover
Partners as general partner of the Candover 1994 US No.2 Limited
Partnership is incorporated herein by reference.
<PAGE>
11 Form 144 filed with the Commission on October 1, 1999 by Candover
Trustees is incorporated herein by reference.
12 Form 144 filed with the Commission on October 1, 1999 by Candover
Investments is incorporated herein by reference.
13 Form 4 filed with the Commission on October 7, 1999 by Candover
Investments, Candover Partners, Candover Partners as general
partner of the Candover Partnerships, Candover Trustees and
Candover Services is incorporated herein by reference.
14 Form 4 filed with the Commission on November 1, 1999 by Candover
Investments, Candover Partners, Candover Partners as general
partner of the Candover Partnerships, Candover Trustees and
Candover Services is incorporated herein by reference.
15 Amendment, dated as of November 12, 1998, to the Stockholders
Agreement, dated as of August 21, 1999, among Crown Castle
International Corp. (formerly named Castle Tower Holding Corp.)
("CCIC") and each of the stockholders of CCIC listed on Schedule
------
1 to the Stockholders Agreement.
16 Amendment Number Two to Stockholders Agreement, dated effective
May 24, 1999, among CCIC and each of the stockholders of CCIC
listed on Schedule 1 to the Stockholders Agreement.
17 Amendment Number Three to Stockholders Agreement, dated as of
August 11, 1999, among CCIC and each of the stockholders of CCIC
listed on Schedule 1 to the Stockholders Agreement.
18 Amendment Number Four to Stockholders Agreement, dated effective
October 1, 1999, among CCIC and each of the stockholders of CCIC
listed on Schedule 1 to the Stockholders Agreement.
19 Joint Filing Agreement, dated November 3, 1999, among Candover
Investments plc, Candover (Trustees) Limited, Candover Partners
Limited and Candover Services Limited.
<PAGE>
Exhibit 15
----------
AMENDMENT, dated as of November 12, 1998, to the Stockholders
Agreement (the "Stockholders Agreement"), dated as of August 21,
1998, among CROWN CASTLE INTERNATIONAL CORP. (formerly named Castle Tower
Holding Corp.), a Delaware corporation (the "Company") and each of the
-------
STOCKHOLDERS of the Company listed in Schedule I thereto (collectively,
the "Stockholders" and each individually, a "Stockholder").
------------ -----------
WITNESSETH:
WHEREAS, pursuant to Section 6.04 of the Stockholders Agreement,
the Stockholders Agreement may be amended by the mutual agreement of the
parties thereto;
WHEREAS, the Company and the Stockholders have agreed to amend
the Stockholders Agreement in the respects hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the
respective agreements hereinafter set forth and set forth in the
Stockholders Agreement, the parties hereto agree as follows:
SECTION 1. Amendment. Section 2.05 of the Stockholders
---------
Agreement is amended to add the following sentence at the end thereof:
Notwithstanding the foregoing or any other provision of this
Agreement, from and after the time immediately prior to any transfer
of Shares by any Candover Party to any of its limited partners, no
member of the Candover Group shall have any rights or obligations
under Article III or V hereof with respect to any Shares.
SECTION 2. Construction; Continuing Effect. This agreement
-------------------------------
shall be construed in connection with and as part of the Stockholders
Agreement and each reference to the Stockholders Agreement contained in any
other document shall mean the Stockholders Agreement as amended hereby. As
amended hereby, the Stockholders Agreement shall continue in full force and
effect.
SECTION 3. Counterparts. This agreement may be executed in one
------------
or more counterparts, each of which shall be deemed an original but which
together shall constitute but one instrument. It shall not be necessary
for each party to sign each counterpart so long as every party has signed
at least one counterpart.
<PAGE>
IN WITNESS WHEREOF, each party hereto has executed this
Agreement as of the day and year first above written.
CROWN CASTLE
INTERNATIONAL CORP.
By: /s/ Kathy Broussard
-------------------------------
Name: Kathy Broussard
Title: Vice President
<PAGE>
STOCKHOLDERS:
TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.
by /s/ Michel Azibert
------------------
Name: Michel Azibert
Title: Chairman
DIGITAL FUTURE INVESTMENTS B.V.,
by /s/ Michel Azibert
------------------
Name: Michel Azibert
Title: As Chairman of TELEDIFFUSION
DE FRANCE INTERNATIONAL S.A.
MANAGING DIRECTOR OF DFI B.V.
<PAGE>
CANDOVER INVESTMENTS, PLC
by /s/ G.D. Fairservice
-----------------------------
Name: G.D. FAIRSERVICE
Title: DEPUTY CHIEF EXECUTIVE
CANDOVER (TRUSTEES) LIMITED
by /s/ G.D. Fairservice
-----------------------------
Name: G.D. FAIRSERVICE
Title: DEPUTY CHIEF EXECUTIVE
CANDOVER PARTNERS LIMITED
(as general partner of the
Candover 1994 UK Limited
Partnership)
by /s/ G.D. Fairservice
--------------------------------
Name: G.D. FAIRSERVICE
Title: DEPUTY CHIEF EXECUTIVE
CANDOVER PARTNERS LIMITED
(as general partner of the
Candover 1994 UK No.2 Limited
Partnership)
by /s/ G.D. Fairservice
-----------------------------------
Name: G.D. FAIRSERVICE
Title: DEPUTY CHIEF EXECUTIVE
CANDOVER PARTNERS LIMITED
(as general partner of the
Candover 1994 US No. 1 Limited
Partnership)
by /s/ G.D. Fairservice
------------------------------------
Name: G.D. FAIRSERVICE
Title: DEPUTY CHIEF EXECUTIVE
<PAGE>
CANDOVER PARTNERS LIMITED
(as general partner of the
Candover 1994 US No. 2 Limited
Partnership)
by /s/ G.D. Fairservice
-----------------------------
Name: G.D. FAIRSERVICE
Title: DEPUTY CHIEF EXECUTIVE
<PAGE>
TED B. MILLER, JR.
by /s/ Ted B. Miller, Jr.
----------------------
Ted B. Miller, Jr.
<PAGE>
ROBERT A. CROWN
by /s/Robert A. Crown
-----------------------
Robert A. Crown
BARBARA A. CROWN
by /s/Barbara A. Crown
-----------------------
Barbara A. Crown
ROBERT A. CROWN AND PNC BANK,
DELAWARE, TRUSTEES OF THE
ROBERT A. CROWN GRANTOR
RETAINED ANNUITY TRUST
by /s/Robert A. Crown
-----------------------
Name: Robert A. Crown
Title: Trustee
BARBARA A. CROWN AND PNC BANK,
DELAWARE, TRUSTEES OF THE
BARBARA A. CROWN GRANTOR
RETAINED ANNUITY TRUST
by /s/Barbara A. Crown
-----------------------
Name: Barbara A. Crown
Title: Trustee
<PAGE>
BERKSHIRE FUND III
A LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
-------------------------------
a Managing Member
BERKSHIRE FUND IV,
LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
-------------------------------
a Managing Member
BERKSHIRE INVESTORS LLC
By: /s/ Carl Ferenbach
-------------------------------
a Managing Member
16
<PAGE>
CENTENNIAL FUND IV, L.P.
by Centennial Holdings V, L.P.,
its General Partner
by /s/ Jeffrey H. Schutz
------------------------
Name: Jeffrey H. Schutz
Title: General Partner
by
------------------------
Name:
Title:
CENTENNIAL FUND V, L.P.
by Centennial Holdings V, L.P.
its General Partner
by /s/ Jeffrey H. Schutz
----------------------------
Name: Jeffrey H. Schutz
Title: General Partner
CENTENNIAL ENTREPRENEURS FUND V,
L.P.
by /s/ Jeffrey H. Schutz
----------------------------
Name: Jeffrey H. Schutz
Title: General Partner
<PAGE>
NASSAU CAPITAL PARTNERS II, L.P.
by Nassau Capital L.L.C., its
General Partner
by /s/ Randall A. Hack
-------------------------------
Name: Randall A. Hack
Title: Senior Managing Director
<PAGE>
NAS PARTNERS I, L.L.C.
by /s/ Randall A. Hack
-------------------------------
Name: Randall A. Hack
Title: Senior Managing Director
<PAGE>
FAY, RICHWHITE COMMUNICATIONS
LIMITED
by /s/ [ILLEGIBLE]
--------------------------
Name:
Title:
<PAGE>
PNC VENTURE CORP.
by /s/ David McL. Hillman
-----------------------
Name: David McL. Hillman
Title: Exec. V.P.
<PAGE>
AMERICAN HOME ASSURANCE COMPANY
by /s/ David Pinkerton
------------------------
Name: David Pinkerton
Title: Vice President
<PAGE>
NEW YORK LIFE INSURANCE COMPANY
by /s/ Steven M. Benevento
--------------------------
Name: STEVEN M. BENEVENTO
Title: Director
<PAGE>
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
by /s/ A. Kipp Koester
-------------------------
Name: A. Kipp Koester
Title: its authorized representative
<PAGE>
HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
by /s/ Tim R. Palmer
---------------------
Name: Tim R. Palmer
Title: Authorized Signatory
<PAGE>
PRIME VIII, L.P.
by /s/ Danny Fennewald
------------------------
Name: DANNY FENNEWALD
Title: Treasurer
<PAGE>
Exhibit 16
AMENDMENT NUMBER TWO
TO STOCKHOLDERS AGREEMENT
AMENDMENT, dated effective as of May 24, 1999, to the Stockholders
Agreement ("the Stockholders Agreement"), dated as of August 21, 1998, among
CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation (the "Company") and
-------
each of the STOCKHOLDERS of the Company listed in Schedule I thereto
(collectively, the "Stockholders" and each individually, a "Stockholder").
------------ -----------
WHEREAS, pursuant to Section 6.04 of the Stockholders Agreement, the
Stockholders Agreement may be amended by the mutual agreement of the parties
thereto;
WHEREAS, the Company and the Stockholders (including Robert A. Crown and
Barbara A. Crown) have agreed to amend the Stockholders Agreement in the
respects hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the respective
agreements hereinafter set forth and set forth in the Stockholders Agreement,
the parties hereto agree as follows;
SECTION 1. Amendment. Section 3.10 of the Stockholders Agreement is
---------
amended to read as follows:
"SECTION 3.10. Company Name. So long as the Ownership Interest of the
------------
Crown Group is at least 1% or they otherwise consent in writing, the
Company covenants and agrees (subject to the limitations below) to use its
best efforts to (i) retain a name beginning with "Crown Castle", (ii)
retain or cause the name of its principal affiliate owning communication
towers in the United States to begin with "Crown," (iii) upon a merger,
consolidation, amalgamation, roll-up or any other transaction with a
similar effect involving the Company (including, without limitation, a
merger or roll-up involving Castle Transmission Services (Holdings) Ltd. or
any of its Affiliates), cause the successor or surviving entity to retain
or have a name beginning with "Crown Castle," (iv) cause the corporate
names of all of the Company's subsidiaries conducting significant business
in the United States to begin with "Crown" other than The TEA Group Inc.,
TeleStructures Inc. and Spectrum Site Management Corporation and any other
subsidiary with goodwill associated with the corporate name as determined
by the Board in its reasonable discretion, and (v) cause Crown Castle and
all of its subsidiaries worldwide to retain the "CCIC Logo". For purposes
---------
of this Agreement, the "CCIC Logo" shall be a logo in the form attached
hereto as Exhibit "A" which is incorporated herein by reference.
Notwithstanding the above, the above covenants and agreement shall not (a)
require the Company (including any successor entity), any stockholder of
the Company or member of the Board to incur any costs, expenses or losses
of any nature or amount including, without limitation, losses relating to
potential corporate opportunity or foregone stockholder value (price,
content or any other item), (b) prevent or delay the Company (including any
successor entity) form consummating or negotiating any
<PAGE>
proposed transaction or (c) require any member of the Board to breach any
duty and obligation to the Company or its stockholders. Consent of the
Crown Group shall be deemed given if written consent is obtained from
members of the Crown Group holding more than 50% of the Common Stock held
by such persons at the time of the determination."
SECTION 2. Construction: Continuing Effect. This agreement shall be
-------------------------------
construed in connection with and as part of the Stockholders Agreement and each
reference to the Stockholders Agreement contained in any other document shall
mean the Stockholders Agreement as amended hereby. As amended hereby, the
Stockholders Agreement shall continue in full force and effect.
SECTION 3. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original but which together shall
constitute but one instrument. It shall not be necessary for each party to sign
each counterpart so long as every party has signed at least one counterpart.
IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the
day and year first above written.
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 28, 1999 TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.
By: /s/ Michel Azibert
------------------
Name: Michel Azibert
Title: Chairman
May 28, 1999 DIGITAL FUTURE INVESTMENTS B.V.
By: /s/ Michel Azibert
------------------
Name: Michel Azibert
Title: as Chairman of TeleDiffusion
de France International S.A.,
Managing Director
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 27, 1999 CROWN CASTLE INTERNATIONAL CORP.
By: /s/ Ted B. Miller, Jr.
---------------------------
Name: Ted B. Miller, Jr.
Title: Chairman, CEO
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 CANDOVER INVESTMENTS, PLC
By: /s/ Gavin Douglas Fairservice
-----------------------------
Name: Gavin Douglas Fairservice
Title: Deputy Chairman
May __, 1999 CANDOVER (TRUSTEES) LIMITED
By: /s/ Gavin Douglas Fairservice
-----------------------------
Name: Gavin Douglas Fairservice
Title: Deputy Chief Executive
May __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover
1994 UK Limited Partnership)
By: /s/ Gavin Douglas Fairservice
-----------------------------
Name: Gavin Douglas Fairservice
Title: Deputy Chief Executive
May __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover
1994 UK No. 2 Limited Partnership)
By: /s/ Gavin Douglas Fairservice
-----------------------------
Name: Gavin Douglas Fairservice
Title: Deputy Chief Executive
May __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover
1994 US No. 1 Limited Partnership)
By: /s/ Gavin Douglas Fairservice
-----------------------------
Name: Gavin Douglas Fairservice
Title: Deputy Chief Executive
<PAGE>
May __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
US No. 2 Limited Partnership)
By: /s/ Gavin Douglas Fairservice
-----------------------------
Name: Gavin Douglas Fairservice
Title: Deputy Chief Executive
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 /s/ Ted B. Miller, Jr.
----------------------------------
TED B. MILLER, JR.
May __, 1999 /s/ Robert H. Singleton
----------------------------------
ROBERT H. SINGLETON, Trustee
The Miller 1996 Gift Trusts
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 /s/ Robert A. Crown
----------------------------------
ROBERT A. CROWN
May __, 1999 /s/ Barbara A. Crown
----------------------------------
BARBARA A. CROWN
May __, 1999 RC INVESTORS CORP.
a Delaware corporation
By: /s/ Robert A. Crown
-------------------------------
Name: Robert A. Crown
-----------------------------
Title: President
----------------------------
May __, 1999 BC INVESTORS CORP.
a Delaware corporation
By: /s/ Barbara A. Crown
-------------------------------
Name: Barbara A. Crown
-----------------------------
Title: President
----------------------------
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 AMERICAN HOME ASSURANCE COMPANY
By: /s/ David B. Pinkerton
-------------------------------
Name: David B. Pinkerton
Title: Vice President
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 28, 1999 THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ A. Kipp Koester
-----------------------------
Name: A. Kipp Koester
Title: Its authorized representative
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 CENTENNIAL FUND IV, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ Jeffrey H. Schutz
-------------------------------
Name:
Title:
May __, 1999 CENTENNIAL FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ Jeffrey H. Schutz
-------------------------------
Name:
Title:
May __, 1999 CENTENNIAL ENTREPRENEURS FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ Jeffrey H. Schutz
-------------------------------
Name:
Title:
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 27, 1999 PRIME VIII, L.P.
By: Prime SKA I, LLC
its general partner
By: /s/ R. W. Hughes
-------------------------------
Name:
Title:
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 27, 1999 BERKSHIRE FUND III,
A LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
-------------------------------
a Managing Member
May 27, 1999 BERKSHIRE FUND IV,
LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
-------------------------------
a Managing Member
May 27, 1999 BERKSHIRE INVESTORS LLC
By: /s/ Carl Ferenbach
-------------------------------
a Managing Member
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 27, 1999 NASSAU CAPITAL PARTNERS II, L.L.P.
By Nassau Capital L.L.C.
its General Partner
By: /s/ Randall A. Hack
-------------------------------
Name: Randall A. Hack
Title: Member
May 27, 1999 NAS PARTNERS I, L.L.C.
By: /s/ Randall A. Hack
-------------------------------
Name: Randall A. Hack
Title: Member
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 FAY, RICHWHITE COMUNICATIONS
LIMITED
By: /s/ L. R. Davis
-------------------------------
Name: L. R. Davis
Title:
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 FNC VENTURE CORP.
By: /s/ David McL. Hillman
-------------------------------
Name: David McL. Hillman
Title: Executive VP
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
June 10, 1999 NEW YORK LIFE INSURANCE COMPANY
By: Ilze Gobins
-------------------------------
Name: Ilze Gobins
Title: Investment Manager
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
By: /s/ Michael R. Eisenson
-------------------------------
Name: Michael R. Eisenson
Title: Authorized Signatory
<PAGE>
EXHIBIT 17
AMENDMENT NUMBER THREE
TO STOCKHOLDERS AGREEMENT
AMENDMENT, dated as of August 11, 1999, to the Stockholders Agreement (the
"Stockholders Agreement") dated as of August 21, 1998, as previously amended by
amendments number one and two, among CROWN CASTLE INTERNATIONAL CORP., a
Delaware corporation (the "Company") and each of the STOCKHOLDERS of the Company
listed on Schedule I thereto (collectively, the "Stockholders" and each
individually, a "Stockholder");
WHEREAS, Robert A. Crown, Barbara A. Crown, RC Investors Corp., BC
Investors Corp., the Grantor Retained Annuity Trust of Robert A. Crown, the
Grantor Retained Annuity Trust of Barbara A. Crown, RACG Holdings LLC, BACG
Holdings LLC and Crown Management Services (collectively, the "Crown Group") and
the Company have entered into an agreement dated August 5, 1999 (the "Crown
Agreement") with respect to certain separation arrangements involving the Crown
Group;
WHEREAS, the Company and the Crown Group have proposed to enter into certain
transactions (the "DECS Transactions") involving the issuance and sale by DECS
Trust V, a Delaware business trust (the "DECS Trust"), of a minimum of 5,000,000
and a maximum of 5,645,000 DECS securities as set forth in greater detail in the
registration statement on Form N-2 (Registration No. 333-83965) filed by the
DECS Trust with the Securities and Exchange Commission and in an Underwriting
Agreement among the DECS Trust, the Company, the Crown Group, Salomon Smith
Barney Inc. and Goldman, Sachs & Co. and four Forward Purchase Agreements among
RC Investors, BC Investors, BACG and RACG, respectively, and the DECS Trust;
WHEREAS, the Crown Group entered into the Crown Agreement in part as
consideration for participation by the Company in the consummation of the DECS
Transactions;
WHEREAS, pursuant to Section 6.04 of the Stockholders Agreement, the
Stockholders Agreement may be amended by the mutual agreement of the parties
thereto;
WHEREAS, the Company and the Stockholders (including Robert A. Crown and
Barbara A. Crown) have agreed to amend the Stockholders Agreement in the manner
hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the respective
agreements, acknowledgments and confirmations hereinafter set forth and set
forth in the Stockholders Agreement, the parties hereto agree as follows;
SECTION 1. Amendment. (a) The Company and the Stockholders hereby agree that
----------
all rights, responsibilities or other obligations of any kind or nature
whatsoever relating to the Crown Group and arising under the Stockholders
Agreement other than the rights of the Crown
<PAGE>
Group as set forth in Section 3.10 of the Stockholders Agreement shall hereby be
terminated, including, without limitation, the Crown Group's existing obligation
(as set forth in Section 3.05 of the Stockholders Agreement) to vote or act by
written consent in favor of, or against, the election of any persons nominated
to be a Director of the Company.
(b) Section 3.10 of the Stockholders Agreement is amended to read as
follows:
"SECTION 3.10. Company Name. So long as the Ownership Interest of the
------------
Crown Group is at least 1% or they otherwise consent in writing, the Company
covenants and agrees (subject to the limitations below) to use its best
efforts to (i) retain a name beginning with "Crown Castle", (ii) retain or
cause the name of its principal affiliate owning communication towers in the
United States to begin with "Crown," (iii) upon a merger, consolidation,
amalgamation, roll-up or any other transaction with a similar effect
involving the Company (including, without limitation, a merger or roll-up
involving Castle Transmission Services (Holdings) Ltd. or any of its
Affiliates), cause the successor or surviving entity to retain or have a
name beginning with "Crown Castle," (iv) cause the corporate names of all of
the Company's subsidiaries conducting significant business in the United
States to begin with "Crown" other than The TEA Group Inc., TeleStructures
Inc. and Spectrum Site Management Corporation and any other subsidiary with
goodwill associated with the corporate name as determined by the Board in
its reasonable discretion, and (v) cause Crown Castle and all of its
subsidiaries worldwide to retain the "CCIC Logo". For purposes of this
---------
Agreement, the "CCIC Logo" shall be a logo in the form attached hereto as
Exhibit "A" which is incorporated herein by reference. Notwithstanding the
above, the above covenants and agreement shall not (a) require the Company
(including any successor entity), any stockholder of the Company or member
of the Board to incur any costs, expenses or losses of any nature or amount
including, without limitation, losses relating to potential corporate
opportunity or foregone stockholder value (price, content or any other
item), (b) prevent or delay the Company (including any successor entity)
from consummating or negotiating any proposed transaction or (c) require any
member of the Board to breach any duty and obligation to the Company or its
stockholders. Consent of the Crown Group shall be deemed given if written
consent is obtained from members of the Crown Group holding more than 50% of
the Common Stock held by such persons at the time of the determination."
SECTION 2. Acknowledgements. The Company and each Stockholder acknowledges
----------------
and confirms the following:
(a) For purposes solely of Section 3.10 of the Stockholders Agreement,
the Crown Group shall be deemed to retain their Ownership Interest
in the Shares subject to the DECS Transactions (the "DECS
Shares"), so long as either (i) the Crown Group retains beneficial
ownership of the DECS Shares or (ii) the DECS Shares continue to
be held by a custodian pursuant to the terms of the Forward
Purchase Agreements.
<PAGE>
(b) In connection with the DECS Transactions, the Crown Group has
complied in all respects with its obligations under the provisions
of Article II of the Stockholders Agreement.
(c) Any tag-along or transfer rights or other restrictions (as set
forth in Article V of the Stockholders Agreement) with respect to
any present or future sale of the Shares in connection with the
Crown Group's DECS Transactions and any right to register Company
securities (as set forth in Article IV of the Stockholders
Agreement) by means of the DECS Registration Statement filed as
part of the Crown Group's DECS Transactions have been waived by
such Stockholder.
SECTION 3. Construction; Continuing Effect. This Agreement shall be
--------------------------------
construed in connection with and as part of the Stockholders Agreement and each
reference to the Stockholders Agreement contained in any other document shall
mean the Stockholders Agreement as amended hereby. As amended hereby, the
Stockholders Agreement shall continue in full force and effect. Terms used but
not defined in this Amendment Number Three to Stockholders Agreement shall have
the meaning ascribed to such term in the Stockholders Agreement.
SECTION 4. Counterparts. This Agreement may be executed in one or more
-------------
counterparts, each of which shall be deemed an original but which together shall
constitute but one instrument. It shall not be necessary for each party to sign
each counterpart so long as every party has signed at least one counterpart.
IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the
day and year first above written.
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 CROWN CASTLE INTERNATIONAL CORP.
By: /s/ Kathy Broussard
--------------------
Name: Kathy Broussard
Title: Vice President
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 16, 1999 TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.
By: /s/ Michel Azibert
-------------------
Name: Michel Azibert
Title: Chairman
August 16, 1999 DIGITAL FUTURE INVESTMENTS B.V.
By: /s/ Michel Azibert
------------------
Name: Michel Azibert
Title: Managing Director
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August __, 1999 CANDOVER INVESTMENTS, PLC
By: /s/ G. D. Fairservice
-------------------------------
Name:
Title:
August __, 1999 CANDOVER (TRUSTEES) LIMITED
By: /s/ G. D. Fairservice
-------------------------------
Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
UK Limited Partnership)
By: /s/ G. D. Fairservice
-------------------------------
Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
UK No. 2 Limited Partnership)
By: /s/ G. D. Fairservice
-------------------------------
Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
U.S. No. 1 Limited Partnership)
By: /s/ G. D. Fairservice
-------------------------------
Name:
Title:
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
U.S. No. 2 Limited Partnership)
By: /s/ G. D. Fairservice
------------------------------------
Name:
Title
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 /s/ Ted B. Miller, Jr.
-------------------------------
TED B. MILLER, JR.
August 11, 1999
-------------------------------
ROBERT H. SINGLETON, Trustee
The Miller 1996 Gift Trusts
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ___, 1999 By:
-------------------------------
TED B. MILLER, JR.
August 12, 1999 By:/s/ Robert H. Singleton
-------------------------------
ROBERT H. SINGLETON, Trustee
The Miller 1996 Gift Trusts
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 /s/ Robert A. Crown
-----------------------------------
ROBERT A. CROWN
August 11, 1999 /s/ Barbara A. Crown
-----------------------------------
BARBARA A. CROWN
August 11, 1999 RC INVESTORS CORP.
a Delaware corporation
By:/s/ Robert A. Crown
--------------------------------
Name:
Title:
August 11, 1999 BC INVESTORS CORP.
a Delaware corporation
By:/s/ Barbara A. Crown
--------------------------------
Name:
Title:
August 11, 1999 RACG Holdings LLC
Limited Liability Company
By:/s/ Robert A. Crown
--------------------------------
Name:
Title:
August 11, 1999 BACG Holdings LLC
Limited Liability Company
By:/s/ Barbara A. Crown
--------------------------------
Name:
Title:
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 12, 1999 BERKSHIRE FUND III
A LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
---------------------------
a Managing Member
August 12, 1999 BERKSHIRE FUND IV
LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
---------------------------
a Managing Member
August 12, 1999 BERKSHIRE INVESTORS LLC
By: /s/ Carl Ferenbach
---------------------------
a Managing Member
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 NASSAU CAPITAL PARTNERS II, L.P.
By Nassau Capital L.L.C.,
its General Partner
By: /s/ John G. Quigley
------------------------------
Name: John G. Quigley
Title: Member
August 11, 1999 NAS PARTNERS I, L.L.C.
By: /s/ John G. Quigley
------------------------------
Name: John G. Quigley
Title: Member
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 12, 1999 FAY, RICHWHITE COMMUNICATIONS
LIMITED
By: /s/ Leigh Davis
-------------------------------
Name: LEIGH DAVIS
Title: Director
FRC #2
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 PNC VENTURE CORP.
By: /s/ Gary Bentnor
---------------------------
Name:
Title: Pres.
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 NEW YORK LIFE INSURANCE COMPANY
By: /s/ Steven M. Benevento
----------------------------
Name: Steven M. Benevento
Title: Director
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
By: /s/ Michael Thonis
---------------------------
Name: Michael Thonis
Title: Authorized Signatory
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 AMERICAN HOME ASSURANCE COMPANY
By: /s/ David Pinkerton
----------------------------
Name: David Pinkerton
Title: Vice President
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 13, 1999 THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Richard A. Strait
------------------------------
Name: Richard A. Strait
Title: Its authorized representative
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 CENTENNIAL FUND IV, L.P.
By: Centennial Holdings IV, L.P.
its general partner
By: /s/ Jeffrey H. Schutz
-------------------------------------
Name:
Title:
August 11, 1999 CENTENNIAL FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ Jeffrey H. Schutz
-------------------------------------
Name:
Title:
August 11, 1999 CENTENNIAL ENTREPRENEURS FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ Jeffrey H. Schutz
-------------------------------------
Name:
Title:
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 PRIME VIII, L.P.
By: Prime SKA I, LLC
its general partner
By: /s/ Duncan J. Butler, Jr.
---------------------------
Name: Duncan J. Butler, Jr.
Title: Member
<PAGE>
Exhibit 18
AMENDMENT NUMBER FOUR
TO STOCKHOLDERS AGREEMENT
AMENDMENT, dated effective October 1, 1999, to the Stockholders
Agreement (the "Stockholders Agreement") dated as of August 21, 1998, among
CROWN CASTLE INTERNATIONAL CORP., a Delaware corporation (the "Company") and
each of the STOCKHOLDERS of the Company listed on Schedule I thereto
(collectively, the "Stockholders" and each individually, a "Stockholder");
WHEREAS, the Company and the Stockholders desire to amend the
Stockholders Agreement to provide that Shares distributed by a Stockholder to a
partner, member, stockholder or beneficiary of such Stockholder shall cease to
be a subject to the Stockholders Agreement and the distribution of such Shares
shall not cause the distributee to be a Stockholder;
WHEREAS, pursuant to Section 6.04 of the Stockholders Agreement, the
Stockholders Agreement may be amended by the mutual agreement of the parties
thereto;
and
WHEREAS, the Company and the Stockholders have agreed to amend the
Stockholders Agreement in the manner hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the respective
agreements, acknowledgments and confirmations hereinafter set forth and set
forth in the Stockholders Agreement, the parties hereto agree as follows:
SECTION 1. Amendment
---------
(a) Section 2.05 of the Agreement is amended and restated to read as
follows:
"SECTION 2.05. Certain Transferees to Execute Agreement. Each
----------------------------------------
Stockholder agrees that it will not, directly or indirectly,
sell or otherwise transfer any Shares held by such Stockholder
to any of its Affiliates or permitted transferees, unless, prior
to the consummation of any such sale or transfer, the Affiliate
or permitted transferee to whom such sale or transfer is
proposed to be made (a "Prospective Transferee") (i) executes
and delivers to the Company and each other party to this
Agreement a counterpart hereof and (ii) represents and warrants
in writing to the Company that such counterpart has been duly
authorized, executed and delivered by such Prospective
Transferee and is a legal, valid and binding obligation of such
Prospective Transferee enforceable against it in accordance with
its terms, subject to insolvency, bankruptcy and other laws
affecting creditors generally. Upon the execution and delivery
by such Prospective Transferee of the documents referred to in
the preceding sentence, such Prospective Transferee shall be
deemed a "Stockholder" for the purposes of this Agreement, and
shall have the rights and be subject to the obligations of a
Stockholder hereunder with respect to the Shares held by such
Prospective Transferee. The provisions of this Section 2.05
shall not apply to any distribution of Shares by a Stockholder
to its partners (in the case of a partnership), members (in the
case of a limited liability company), stockholders (in the case
of a corporation) or beneficiaries (in the case of a trust) of
such Stockholder whether or not the distributee is a
Stockholder, Affiliate or permitted transferee."
(b) Section 2.06 of the Agreement is amended and restated to
read as follows:
"SECTION 2.06. Sale to a Third Party; Distributions. If
------------------------------------
a sale or transfer of Shares is made by a Stockholder to a third
party (except for transfers within the TDF Group, the Berkshire
Group, the Centennial Group, the Candover Group, the Nassau
Group or otherwise to an Affiliate or to any permitted
transferee) (a "Third Party Transferee"), such Shares shall
immediately cease to be subject to this Agreement and such Third
Party Transferee will not become a Stockholder for purposes of
this Agreement. If a sale or transfer of Shares results in the
selling Stockholder or a permitted transferee ceasing to own any
Shares, such selling Stockholder shall cease to be a Stockholder
for purposes of this Agreement. If a Stockholder distributes
Shares to any of its partners (in the case of a partnership),
members (in the case of a limited liability company),
stockholders (in the case of a corporation) or beneficiaries (in
the case of a trust), such Shares shall immediately cease to be
subject to this Agreement (whether or not the distributee is a
Stockholder, a member of the TDF Group, the Berkshire Group, the
Centennial Group, the Candover Group, the Nassau Group, an
Affiliate or a permitted transferee) and such partner, member,
stockholder or beneficiary will not become a Stockholder for
purposes of this Agreement as a result of such distribution."
SECTION 3. Construction Continuing Effect. This
------------------------------
Agreement shall be construed in connection with and as part of
the Stockholders Agreement and each reference to the
Stockholders Agreement contained in any other document shall
mean the Stockholders Agreement as amended hereby. As amended
hereby, the Stockholders Agreement shall continue in full force
and effect. Terms used but not defined in this Amendment Number
Four to Stockholders Agreement shall the meaning ascribed to
such term in the Stockholders Agreement.
SECTION 4. Counterparts. This Agreement may be executed
------------
in one or more counterparts, each of which shall be deemed an
original but which together shall constitute but one instrument.
It shall not be necessary for each party to sign each
counterpart so long as every party has signed at least one
counterpart.
IN WITNESS WHEREOF, each party hereto has executed this
Agreement effective as of the day and year first above written.
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __,1999 CROWN CASTLE INTERNATIONAL CORP.
By: /s/ Ted B. Miller, Jr.
_____________________________
Name: Ted B. Miller, Jr.
Title: CEO
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.
By: /s/ Michel Azibert
_____________________________
Name: Michel Azibert
Title: Chairman
August __, 1999 DIGITAL FUTURE INVESTMENTS D.V.
BY: /s/ Michel Azibert
_____________________________
Name: Michel Azibert
Title: Managing Director
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 CANDOVER INVESTMENTS, PLC.
By: /s/ G. D. Fairservice
______________________________
Name:
Title:
August , 1999 CANDOVER (TRUSTEES) LIMITED
__
By: /s/ G. D. Fairservice
______________________________
Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
UK Limited Partnership)
By: /s/ G. D. Fairservice
______________________________
Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
U.K. No.2 Limited Partnership)
By: /s/ G. D. Fairservice
______________________________
Name:
Title:
<PAGE>
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
US No. 1 Limited Partnership)
By: /s/ G. D. Fairservice
_____________________________
Name:
Title:
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999
CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
U.S. No. 2 Limited Partnership)
By: /s/ G.D. Fairservice
_________________________________
Name:
Title:
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 /s/ Ted B. Miller, Jr.
______________________________
TED B. MILLER, JR.
August __, 1999
______________________________
ROBERT H. SINGLETON, Trustee
The Miller 1996 Gift Trusts
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999
________________________________
TED B. MILLER JR.
August __, 1999 Robert H. Singleton
________________________________
ROBERT H. SINGLETON JR., Trustee
The Miller 1996 Gift Trusts
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 FAY, RICHWHITE COMMUNICATIONS
LIMITED
By: /s/ Leigh Davis
____________________________
Name: Leigh Davis
Title: Principal
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
October 13, 1999 BERKSHIRE FUND III
LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
_________________________________
a Managing Member
October 13, 1999 BERKSHIRE FUND IV
LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
_________________________________
a Managing Member
October 13, 1999 BERKSHIRE INVESTORS LLC
By: /s/ Carl Ferenbach
_________________________________
a Managing Member
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 /s/ Robert A. Crown
______________________________
ROBERT A. CROWN
August __, 1999
/s/ Barbara A. Crown
_______________________________
BARBARA A. CROWN
August __, 1999
RC INVESTORS CORP.
a Delaware corporation
By: /s/ Robert A. Crown
____________________________
Name:
__________________________
Title:
_________________________
August __, 1999 BC INVESTORS CORP.
a Delaware corporation
By: /s/ Barbara A. Crown
____________________________
Name:
__________________________
Title:
_________________________
August __, 1999 RACG Holdings LLC
By: /s/ Robert A. Crown
____________________________
Name:
__________________________
Title:
_________________________
August __, 1999 BACG Holding LLC
By: /s/ Barbara A. Crown
____________________________
Name:
__________________________
Title:
_________________________
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
October 14, 1999 NASSAU CAPITAL PARTNERS II, L.P.
By Nassau Capital L.L.C
its General Partner
By: /s/ Randall A. Hack
______________________________
Name: Randall A. Hack
Title: Member
October 14, 1999 NAS PARTNERS I, L.L.C.
By: /s/ Randall A. Hack
______________________________
Name: Randall A. Hack
Title: Member
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 PNC VENTURE CORP.
By: /s/ David McL. Hillman
____________________________
Name: David McL. Hillman
Title: Exec. V. P.
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 NEW YORK LIFE INSURANCE COMPANY
By: /s/ Steven M. Benevento
_______________________________
Name: STEVEN M. BENEVENTO
Title: Director
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
By: /s/ Mark A. Rosen
______________________________
Name: Mark A. Rosen
Title: Authorized Signatory
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 AMERICAN HOME ASSURANCE COMPANY
By: /s/ David B. Pinkerton
________________________________
Name: David B. Pinkerton
Title: Vice President
<PAGE>
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
October 15, 1999 THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ A. Kipp Koester
_______________________________
Name: A. Kipp Koester
Title: Its Authorized Representative
<PAGE>
Exhibit 19
----------
Joint Filing Agreement
----------------------
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby (i) agree to the joint filing with all
other Candover Reporting Persons (as such term is defined in the amendment to
the statement on Schedule 13D described below) on behalf of each of them of an
amendment to a statement on Schedule 13D with respect to the common stock, par
value $.01 per share, of Crown Castle International Corp. and (ii) agree that
this Agreement be included as an Exhibit to such joint filing. This Agreement
may be executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned, being duly authorized, hereby
executes this Agreement this 3rd day of November, 1999.
CANDOVER INVESTMENTS PLC
By: /s/ P. R. Neal
------------------------------
Name: P. R. Neal
Title: Company Secretary
CANDOVER (TRUSTEES) LIMITED
By: /s/ P. R. Neal
------------------------------
Name: P. R. Neal
Title: Company Secretary
CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994 UK
Limited Partnership, the Candover 1994 UK No.2
Limited Partnership, the Candover 1994 US No.1
Limited Partnership and the Candover 1994 US
No.2 Limited Partnership)
By: /s/ P. R. Neal
------------------------------
Name: P. R. Neal
Title: Company Secretary
CANDOVER SERVICES LIMITED
By: /s/ P. R. Neal
------------------------------
Name: P. R. Neal
Title: Company Secretary
