CROWN CASTLE INTERNATIONAL CORP
8-K, 1999-12-13
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                CURRENT  REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934



      Date of Report (Date of earliest event reported): November 19, 1999



                        Crown Castle International Corp.
             (Exact Name of Registrant as Specified in its Charter)


    Delaware                        0-24737               76-0470458
(State or Other                 (Commission File        (IRS Employer
Jurisdiction of                    Number)               Identification
Incorporation)                                              Number)

                                510 Bering Drive
                                   Suite 500
                               Houston, TX 77057
                    (Address of Principal Executive Office)

      Registrant's telephone number, including area code:  (713) 570-3000


================================================================================
<PAGE>

     This document includes "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Other than statements of historical fact, all statements
regarding industry prospects, the consummation of the transactions described in
this document and the Company's expectations regarding the future performance of
its businesses and its financial position are forward-looking statements. These
forward-looking statements are subject to numerous risks and uncertainties.

Item 5. Other Events

     On November 19, 1999, Crown Castle International Corp. ("CCIC") consummated
the private placement of 200,000 shares of its Series A 8-1/4% Cumulative
Convertible Redeemable Preferred Stock, liquidation preference $1,000 per share
(the "Shares"), and warrants to purchase 1,000,000 shares of its Common Stock
(the "Warrants") to  SFG-P INC., a wholly owned subsidiary of GE Capital ("GE")
for aggregate gross proceeds of $200,000,000.  The Shares are convertible on
demand by GE into shares of CCIC's Common Stock based upon a conversion rate of
the liquidation preference of each Share divided by $26.875.  The conversion
rate is subject to adjustment due to the occurrence of certain events specified
in the Certificate of Designations that outlines the terms of the Shares.


Item 7. Financial Statements and Exhibits


     (c) Exhibits

     Exhibit No.    Description
     -----------    -----------


     3.1            Certificate of Designations, Preferences and Relative,
                    Participating, Optional and Other Special Rights of
                    Preferred Stock and Qualifications, Limitations and
                    Restrictions thereof of Series A and Series B Cumulative
                    Convertible Redeemable Preferred Stock of Crown Castle
                    International Corp. filed with the Secretary of State of the
                    State of Delaware on November 19, 1999

     99.1           Deposit Agreement among Crown Castle International Corp.,
                    the United States Trust Company of New York and SFG-P INC.
                    dated November 19, 1999

     99.2           Registration Rights Agreement among Crown Castle
                    International Corp., the United States Trust Company of New
                    York and SFG-P INC. dated November 19, 1999

                                       2
<PAGE>

     99.3           Warrant Agreement between Crown Castle International Corp.
                    and the United States Trust Company of New York dated
                    November 19, 1999


                                       3
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        Crown Castle International Corp.,



                                    By:  /s/ Wesley D. Cunningham
                                        -------------------------------------
                                        Name:   Wesley D. Cunningham
                                        Title:  Senior Vice President,
                                                Corporate Controller and
                                                Chief Accounting Officer

Date: December 13, 1999

                                       4
<PAGE>

                                 EXHIBIT INDEX

    Exhibit No.     Description
    -----------     -----------

     3.1            Certificate of Designations, Preferences and Relative,
                    Participating, Optional and Other Special Rights of
                    Preferred Stock and Qualifications, Limitations and
                    Restrictions thereof of Series A and Series B Cumulative
                    Convertible Redeemable Preferred Stock of Crown Castle
                    International Corp. filed with the Secretary of State of the
                    State of Delaware on November 19, 1999

    99.1            Deposit Agreement among Crown Castle International Corp.,
                    the United States Trust Company of New York and SFG-P INC.
                    dated November 19, 1999

    99.2            Registration Rights Agreement among Crown Castle
                    International Corp., the United States Trust Company of New
                    York and SFG-P INC. dated November 19, 1999

    99.3            Warrant Agreement between Crown Castle International Corp.
                    and the United States Trust Company of New York dated
                    November 19, 1999

                                       5

<PAGE>

                                                                     Exhibit 3.1


                   CERTIFICATE OF DESIGNATIONS, PREFERENCES
                   AND RELATIVE, PARTICIPATING, OPTIONAL AND
                       OTHER SPECIAL RIGHTS OF PREFERRED
                     STOCK AND QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF

                                      OF


            SERIES A AND SERIES B CUMULATIVE CONVERTIBLE REDEEMABLE

                                PREFERRED STOCK

                                      OF

                       CROWN CASTLE INTERNATIONAL CORP.


             ______________________________________________________
                        Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware
             ______________________________________________________

          Crown Castle International Corp. (the "Corporation"), a corporation
                                                 -----------
organized and existing under the General Corporation Law of the State of
Delaware, certifies that pursuant to the authority contained in Article IV of
its Certificate of Incorporation (the "Certificate of Incorporation") and in
                                       ----------------------------
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, on September 14, 1999 the Board of Directors of the
Corporation duly approved and adopted the following resolution which resolution
remains in full force and effect on the date hereof:

          RESOLVED, that pursuant to the authority vested in the Board of
Directors by its Certificate of Incorporation, the Board of Directors does
hereby designate, create, authorize and provide for the issue of 200,000 shares
of Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.01
per share, with a liquidation preference of $1,000 per share and 200,000 shares
of Series B Cumulative Convertible Redeemable Preferred Stock, par value $0.01
per share, with a liquidation preference of $1,000 per share, (collectively, the
"Convertible Preferred Stock"), in each case having the following voting powers,
 ---------------------------
preferences and relative, participating, optional and other special rights, and
qualifications, limitations and restrictions thereof as follows:

          1.      Certain Definitions.
                  -------------------

          Unless the context otherwise requires, the terms defined in this
Section 1 shall have, for all purposes of this Certificate of Designations, the
meanings herein specified (with terms defined in the singular having comparable
meanings when used in the plural).

          Accrued Dividends. The term "Accrued Dividends" shall have the
          -----------------
meaning set forth in Section 4(d) below.
<PAGE>

          Additional Dividends. The term "Additional Dividends" shall mean all
          --------------------
Additional Dividends (as defined in the Registration Rights Agreement) then
accrued and owning under Section 5 of the Registration Rights Agreement.

          Adjusted Conversion Price. The term "Adjusted Conversion Price" shall
          -------------------------
have the meaning set forth in Section 6(q) below.

          Affiliate. The term "Affiliate" of any specified Person shall mean
          ---------
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of
this definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.

          Board of Directors. The term "Board of Directors" shall mean the
          ------------------
Board of Directors of the Corporation.

          Business Day. The term "Business Day" shall mean a day other than a
          ------------
Saturday or Sunday or any federal holiday.

          Capital Stock. The term "Capital Stock" shall mean (i) in the case of
          -------------
a corporation, corporate stock, (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, (iii) in the case of a
partnership, partnership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

          CCUK. The term "CCUK" shall mean Crown Castle Holdings Limited (f/k/a
          ----
Castle Transmission Services (Holdings) Ltd.)

          Change of Control. The term "Change of Control" shall mean the
          -----------------
occurrence of any of the following: (1) the sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the
Corporation and its Subsidiaries, taken as a whole, to any "person" (as such
term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or
a Related Party of a Principal; (2) the adoption of a plan relating to the
liquidation or dissolution of the Corporation; (3) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" (as defined above), other than the
Principals and their Related Parties, becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
a person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the Voting Stock of the
Corporation (measured by voting power rather than number of shares); provided
that transfers of Equity Interests in the Corporation between or among the
beneficial owners of the Corporation's Equity Interests and/or Equity Interests
in CCUK, in each case as of the date hereof, will not be deemed

                                       2
<PAGE>

to cause a Change of Control under this clause (3) so long as no single Person
together with its Affiliates acquires a beneficial interest in more of the
Voting Stock of the Corporation than is at the time collectively beneficially
owned by the Principals and their Related Parties; (4) the first day on which a
majority of the members of the Board of Directors are not Continuing Directors;
or (5) the Corporation consolidates with, or merges with or into, any Person, or
any Person consolidates with, or merges with or into, the Corporation, in any
such event pursuant to a transaction in which any of the outstanding Common
Stock of the Corporation is converted into or exchanged for cash, securities or
other property, other than any such transaction where: (a) the Voting Stock of
the Corporation outstanding immediately prior to such transaction is converted
into or exchanged for Voting Stock of the surviving or transferee Person
constituting a majority of the outstanding shares of such Voting Stock of such
surviving or transferee Person (immediately after giving effect to such
issuance); or (b) the Principals and their Related Parties own a majority of
such outstanding shares after such transaction.

          Change of Control Conversion Date. The term "Change of Control
          ---------------------------------
Conversion Date" shall have the meaning set forth in Section 6(q) below.

          Change of Control Conversion Period. The term "Change of Control
          -----------------------------------
Conversion Period" shall have the meaning set forth in Section 6(q) below.

          Common Equity. The term "Common Equity" shall mean all shares now or
          -------------
hereafter authorized of any class of common stock of the Corporation, including
the Common Stock and any other stock of the Corporation, howsoever designated,
authorized after the Initial Issue Date, that have the right (subject always to
prior rights of any class or series of preferred stock) to participate in the
distribution of the assets and earnings of the Corporation without limit as to
per share amount.

          Common Stock. The term "Common Stock" shall mean the Common Stock,
          ------------
par value $.01 per share, of the Corporation.

          Continuing Directors. The term "Continuing Directors" shall mean, as
          --------------------
of any date of determination, any member of the Board of Directors who: (1) was
a member of such Board of Directors on the Initial Issue Date; (2) was nominated
for election or elected to such Board of Directors with the approval of a
majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination or election; or (3) is a designee of a Principal
or was nominated by a Principal.

          Conversion Date. The term "Conversion Date" shall have the meaning
          ---------------
set forth in Section 6(b) below.

          Conversion Rate. The term "Conversion Rate" shall mean, as of any
          ---------------
date, the number of shares of Common Stock issuable upon conversion of one share
of Convertible Preferred Stock, determined by dividing the Liquidation
Preference, plus all accrued and unpaid dividends thereon to the date of
conversion, of such share of Convertible Preferred Stock as of such date by the
Conversion Price then in effect.

                                       3
<PAGE>

          Conversion Price. The term "Conversion Price" shall initially mean
          ----------------
$26.875 and thereafter shall be subject to adjustment from time to time pursuant
to the terms of Section 6 below. The Conversion Price shall be rounded to three
decimal places.

          Current Market Price. The term "Current Market Price" shall mean,
          --------------------
with respect to any particular security on any date of determination, the
average over the 10 Trading Days ending on the date immediately preceding the
date of such determination of the last reported sale price, or, if no such sale
takes place on any such day, the closing bid price, in either case as reported
for consolidated transactions on the principal national securities exchange
(including the Nasdaq National Market) on which such security is listed or
admitted for trading; provided, however, that if any event (other than a Change
of Control) that results in an adjustment of the Conversion Rate occurs during
the period beginning on the first day of such 10-day period and ending on the
date immediately preceding the date of determination, the Current Market Price
as determined pursuant to the foregoing will be appropriately adjusted as
necessary to reflect the occurrence of such event or, if such security is not
listed on any exchange or admitted for trading on the Nasdaq Stock Market, the
Current Market Price of such security shall be the last reported bid price for
such security on the date preceding the date of such determination provided by a
New York Stock Exchange member firm designated by the Corporation or, if no such
member firm can provide such a bid price, as determined in good faith by a
majority of the independent directors of the Corporation.

          Depositary. The term "Depositary" shall mean United States Trust
          ----------
Company of New York, in its capacity as the Depositary under the Deposit
Agreement, and any successor thereto named pursuant to the Deposit Agreement.

          Deposit Agreement. The term "Deposit Agreement" shall mean that
          -----------------
certain Deposit Agreement, dated as of November 19, 1999, by and between the
Corporation and the Depositary, for the benefit of the Investor, as amended from
time to time.

          Determination Date. The term "Determination Date" shall have the
          ------------------
meaning assigned to it in Section 6(k).

          Discounted Current Market Price. The term "Discounted Current Market
          -------------------------------
Price" shall mean with respect to a dividend payment date, the product of (x)
97% and (y) the closing bid price for the Common Stock as reported by the Nasdaq
National Market, or the principal securities exchange or other securities market
on which the Common Stock is then being traded, on the fourth Trading Day
preceding such dividend payment date.

          Distribution Date. The term "Distribution Date" shall have the
          -----------------
meaning set forth in Section 4(b) below.

          Dividend Amount. The term "Dividend Amount" shall have the meaning
          ---------------
set forth in Section 4(b) below.

          Dividend Payment Date. The term "Dividend Payment Date" shall have
          ---------------------
the meaning set forth in Section 4(a) below.

                                       4
<PAGE>

          Dividend Period. The term "Dividend Period" shall mean the period
          ---------------
from, and including, the Initial Issue Date to, but not including, the first
Dividend Payment Date and thereafter, each quarterly period from, and including,
the preceding Dividend Payment Date to, but not including the next Dividend
Payment Date.

          Equity Interests. The term "Equity Interests" shall mean Capital
          ----------------
Stock and all warrants, options or other rights to acquire Capital Stock (but
excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).

          Exchange Act. The term "Exchange Act" shall mean the Securities
          ------------
Exchange Act of 1934 and the rules and regulations promulgated from time to time
thereunder, as the same may be amended from time to time.

          Executive Officer. The term "Executive Officer" shall mean any
          -----------------
officer of the Corporation that would be deemed to be an "executive officer"
within meaning of the rules and regulations of the Securities and Exchange
Commission.

          Excess Proceeds. The term "Excess Proceeds" shall have the meaning
          ---------------
assigned to it in Section 4(b) hereof.

          Extra Dividends. The term "Extra Dividends" shall have the meaning
          ---------------
set forth in Section 4(d) hereof.

          Fair Market Value. The term "Fair Market Value" shall be determined
          -----------------
in accordance with Section 6(m) hereof.

          GAAP. The term "GAAP" shall mean generally accepted accounting
          ----
principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect on the
Initial Issue Date.

          Holder. The term "Holder" shall mean the record holder of one or more
          ------
shares of Convertible Preferred Stock, as shown on the books and records of the
Corporation.

          Initial Issue Date. The term "Initial Issue Date" shall mean the date
          ------------------
that shares of Convertible Preferred Stock are first issued by the Corporation.

          Investor. The term "Investor" shall mean SFG-P Inc., a Delaware
          --------
corporation and a wholly owned subsidiary of GE Capital Services Structured
Finance Group, Inc., or an Affiliate thereof directly or indirectly controlled
by the Parent.

          Junior Securities. The term "Junior Securities" shall mean any class
          -----------------
of stock the terms of which do not expressly provide that it ranks senior to, or
on parity with, the Convertible Preferred Stock as to the payment of dividends
and as to rights in liquidation, dissolution or winding up of the affairs of the
Corporation. The term "Junior Securities" shall include any

                                       5
<PAGE>

options, warrants or rights to purchase any Junior Securities. The Corporation's
Common Stock shall be Junior Securities.

          Liquidation Preference. The term "Liquidation Preference" shall mean
          ----------------------
$1,000 per share of Convertible Preferred Stock.

          Market Capitalization. The term "Market Capitalization" shall mean,
          ---------------------
as of any date, the product of (x) the Current Market Price of the Common Stock
as of such date multiplied by (y) the number of shares of Common Stock
outstanding as of such date.

          Officer's Certificate. The term "Officer's Certificate" shall mean a
          ---------------------
certificate signed on behalf of the Corporation by two officers of the
Corporation, one of whom must be the Chief Executive Officer, the Chief
Financial Officer, the Treasurer, the principal accounting officer or an
executive vice president of the Corporation that meets the requirements of
Section 12 hereof.

          Parent. The term "Parent" shall mean General Electric Company, a New
          ------
York corporation.

          Parity Securities. The term "Parity Securities" shall mean any class
          -----------------
or series of stock of the Corporation authorized after the Initial Issue Date
the terms of which expressly provide that such class or series of stock will
rank on parity with the Convertible Preferred Stock as to the payment of
dividends and as to rights in liquidation, dissolution or winding up of the
affairs of the Corporation. The term "Parity Securities" shall include any
options, warrants or rights to purchase any Parity Securities.

          Permitted Interruption. shall have the meaning assigned to such term
          ----------------------
in the Registration Rights Agreement.

          Permitted Senior Stock. The term "Permitted Senior Stock" shall mean
          ----------------------
up to an aggregate of $400.0 million in aggregate liquidation preference of
Senior Securities established hereafter by the Corporation's Board of Directors,
which maximum amount shall include all additional amounts paid as in-kind
dividends thereon.

          Permitted Transferee. The term "Permitted Transferee" shall mean any
          --------------------
Person that is directly or indirectly controlled by the Parent.

          Person. The term "Person" shall mean any individual, corporation,
          ------
limited liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or agency or political
subdivision thereof (including any subdivision or ongoing business of any such
entity or substantially all of the assets of any such entity, subdivision or
business).

          Principals. The term "Principals" shall mean Berkshire Fund III,
          ----------
Limited Partnership; Berkshire Fund IV, Limited Partnership; Berkshire Investors
LLC; Berkshire Partners LLC; Centenial Fund IV, L.P.; Centenial Fund V, L.P.;
Centenial Entrepreneurs Fund V, L.P.; Nassau Capital Partners II, L.P.; NAS
Partners I, L.L.C., and TdF and any Related Party of the foregoing.

                                       6
<PAGE>

          Purchase Agreement. The term "Purchase Agreement" shall mean that
          ------------------
certain Purchase Agreement, dated as of November 19, 1999, between the
Corporation and the Investor.

          Record Date. The term "Record Date" shall have the meaning set forth
          -----------
in Section 4(a) below.

          Related Party. The term "Related Party" with respect to any Principal
          -------------
shall mean: (x) any controlling stockholder, 80% (or more) owned Subsidiary of
such Principal; or (y) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, members, partners, owners or Persons beneficially
holding an 80% or more controlling interest of which consist of such Principal
and/or such other Persons referred to in the immediately preceding clause (x).

          Registration Rights Agreement. The term "Registration Rights
          -----------------------------
Agreement" shall mean that certain Registration Rights Agreement, dated as of
November 19, 1999, among the Corporation, the Depositary and the Investor.

          Replacement Senior Stock. The term "Replacement Senior Stock" shall
          ------------------------
mean up to $200.0 million in aggregate liquidation preference of shares of
preferred stock established after the Initial Issue Date by the Board of
Directors to replace either the Corporation's outstanding 12-3/4% Senior
Exchangeable Preferred Stock due 2010 once retired (through exchange or
otherwise) or any Replacement Senior Stock issued in accordance with this
Certificate of Designations once retired, in each case the terms of which
expressly provide that (i) the aggregate dividends payable thereon shall not
exceed 12-3/4% (compounding annually) over a ten year period in respect of
$200.0 million and (ii) such class or series will rank senior to the Convertible
Preferred Stock as to dividend rights and rights upon liquidation, winding up
and dissolution of the Corporation.

          Rights. The term "Rights" shall mean securities, rights, options or
          ------
warrants entitling a holder thereof to subscribe for or purchase any shares of
Common Stock or any securities convertible or exchangeable into Common Stock of
the Corporation.

          SEC. The term "SEC" shall mean the Securities and Exchange
          ---
Commission.

          Securities Act. The term "Securities Act" shall mean the Securities
          --------------
Act of 1933, as amended.

          Senior Securities. The term "Senior Securities" shall mean the
          -----------------
Corporation's outstanding 12-3/4% Senior Exchangeable Preferred Stock due 2010,
any Replacement Senior Stock, any Permitted Senior Stock and any class or series
of stock of the Corporation permitted to be issued in the future the terms of
which expressly provide that such class or series of stock will rank senior to
the Convertible Preferred Stock as to the payment of dividends and as to rights
in liquidation, dissolution or winding up of the affairs of the Corporation.

          Series A Convertible Preferred Stock. The term "Series A Convertible
          ------------------------------------
Preferred Stock" shall mean the Series A Convertible Preferred Stock to be
issued to the Investor on the Initial Issue Date.

                                       7
<PAGE>

          Series B Convertible Preferred Stock. The term "Series B Convertible
          ------------------------------------
Preferred Stock" shall mean the Series B Convertible Preferred Stock to be
issued (x) to any Person other than the Investor and (y) upon a transfer of the
Series A Convertible Preferred Stock to a party other than a Permitted
Transferee.

          Shortfall Amount. The term "Shortfall Amount" shall have the meaning
          ----------------
set forth in Section 4(b) below.

          Stockholder Agreement. The term "Stockholder Agreement" shall mean
          ---------------------
that certain Stockholders Agreement, dated as of August 21, 1998, as the same
may be amended from time to time, among the Corporation and each of the
Stockholders listed on Schedule I to the Stockholders Agreement.

          Subsidiary. The term "Subsidiary" shall mean, with respect to any
          ----------
person, (i) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Voting Stock thereof is at the
time owned or controlled, directly or indirectly, by such person or one or more
of the other Subsidiaries of that person (or a combination thereof) and (ii) any
partnership (a) the sole general partner or the managing general partner of
which is such person or a Subsidiary of such person or (b) the only general
partners of which are such person or of one or more Subsidiaries of such person
(or any combination thereof).

          TdF. The term "TdF" shall mean Telediffusion de France International
          ---
S.A., as a stockholder of the Corporation.

          Trading Day. The term "Trading Day" shall mean any day on which the
          -----------
Common Stock is traded on the Nasdaq National Market (or on the principal
securities exchange or other securities market on which the Common Stock is then
being traded).

          Triggering Distribution. The term "Triggering Distribution" shall
          -----------------------
have the meaning assigned to it in Section 6(k).

          Voting Rights Trigger Event. The term "Voting Rights Trigger Event"
          ---------------------------
shall have the meaning set forth in Section 8(c) below.

          Voting Stock. The term "Voting Stock" shall mean with respect to any
          ------------
specified Person, Capital Stock with voting power, under ordinary circumstances
and without regard to the occurrence of any contingency, to elect the directors
or other managers or trustees of such Person.

          2.      Automatic Conversion. The Convertible Preferred Stock
                  --------------------
initially issued to the Investor will be issued as Series A Convertible
Preferred Stock. Any Convertible Preferred Stock initially issued to any Person
other than the Investor will be issued as Series B Convertible Preferred Stock.
Each share of Series A Convertible Preferred Stock shall automatically convert
to one share of Series B Convertible Preferred Stock upon a sale or other
transfer of such share of Series A Convertible Preferred Stock to a party other
than a Permitted Transferee.

          3.      Ranking. The Convertible Preferred Stock will, with respect to
                  -------
dividend rights and rights on liquidation, winding-up and dissolution, rank (i)
senior to each class of

                                       8
<PAGE>

Junior Securities; (ii) on a parity with each class of Parity Securities; and
(iii) junior to each class of Senior Securities. The Corporation may not issue
any Senior Securities, other than Permitted Senior Stock and Replacement Senior
Stock, without the consent of the Holders of at least 66-2/3% of the outstanding
shares of Convertible Preferred Stock, voting together as a single separate
class.

          4.      Dividends.
                  ---------

          (a)     General. The Holders of shares of the Convertible Preferred
                  -------
Stock shall be entitled to receive, when, as and if dividends are declared by
the Board of Directors, cumulative preferential dividends from the Initial Issue
Date accruing at the rate per share of 8.25% per annum, or $20.625 per share per
quarter, payable quarterly in arrears on March 15, June 15, September 15 and
December 15 in each year or, if any such date is not a Business Day, on the next
succeeding Business Day (each, a "Dividend Payment Date"), to the Holders of
                                  ---------------------
record as of the immediately preceding February 28, May 31, August 31 and
November 30 (each, a "Record Date"). The first dividend payment will be payable
                      -----------
on December 15, 1999 and, notwithstanding the foregoing sentence, will equal
$6.19 per share of Convertible Preferred Stock. Dividends payable on the
Convertible Preferred Stock will be computed on the basis of a 360-day year of
twelve 30-day months and will be deemed to accrue on a daily basis. Holders of
the Convertible Preferred Stock will not be entitled to any dividends, whether
payable in cash, property or stock, in excess of the full cumulative dividends
as herein described.

          (b)     Series A Convertible Preferred Stock. Dividends on the Series
                  ------------------------------------
A Convertible Preferred Stock will be payable in cash, Common Stock, or any
combination of cash and Common Stock, as follows:

                  (i)    If the Corporation elects to pay all or part of a
     dividend on the Series A Convertible Preferred Stock in Common Stock, the
     Corporation shall (x) promptly notify the Holders of the Series A
     Convertible Preferred Stock of the Corporation's election to pay dividends
     in Common Stock, and (y) deliver to the Depositary on or prior to the
     applicable Dividend Payment Date:

                  (A)    a sufficient number of duly authorized, validly issued
     and fully paid shares of Common Stock, free of preemptive or similar
     rights, that will, upon sale by the Depositary in accordance with
     instructions received from the Corporation, result in sufficient net cash
     proceeds to enable the Depositary to distribute cash to the Holders of the
     Series A Convertible Preferred Stock in an aggregate amount equal to the
     quarterly dividend payment then due, including, if applicable, any Extra
     Dividends accrued, pursuant to Section 4(d) hereof, if applicable,
     (collectively, the "Dividend Amount"), and
                         ---------------

                  (B)    an opinion of counsel addressed to the Depositary and
     in form and substance reasonably acceptable to the Depositary, to the
     effect that the shares of Common Stock delivered to the Depositary have
     been duly authorized, fully paid and validly issued and delivered, and are
     free of preemptive rights and freely tradeable (by use of a prospectus
     under an effective shelf registration statement or otherwise) under the
     Securities Act, subject only to Permitted Interruptions.

                                       9
<PAGE>

                  (ii)   The Corporation shall instruct the Depositary to sell
     all shares of Common Stock received by the Depositary from the Corporation
     as dividends on the Series A Convertible Preferred Stock as promptly as
     practicable pursuant to the terms of the Deposit Agreement.

                 (iii)   The Corporation shall instruct the Depositary to
     distribute the net cash proceeds received by the Depositary from the sale
     of Common Stock to the Holders, in accordance with the Deposit Agreement on
     or prior to the 15/th/ day after the applicable Dividend Payment Date. The
     Holders of the Series A Convertible Preferred Stock will not receive any
     such shares of Common Stock.

                  (iv)   If the proceeds from such sale do not result in a
     sufficient amount of cash to enable the Depositary to distribute the
     Dividend Amount to the Holders of the Series A Convertible Preferred Stock
     (such deficiency being referred to herein as the "Shortfall Amount"), the
                                                       ----------------
     Corporation shall promptly provide to the Depositary an amount of cash,
     and/or a sufficient number of additional shares of Common Stock to be sold
     and distributed as provided in this Section 4(b), and subject to this
     sentence, that, in the aggregate will yield an amount equal to the
     Shortfall Amount, and shall instruct the Depositary to distribute as
     promptly as practicable the cash and/or cash proceeds from such sale of
     Common Stock in an amount equal to the Shortfall Amount to the Holders of
     Series A Convertible Preferred Stock.

                  (v)    If the proceeds from any such sale exceed the required
     dividend payment (the "Excess Proceeds"), the Corporation shall instruct
                            ---------------
     the Depositary to retain such Excess Proceeds and to apply such Excess
     Proceeds to the next succeeding distribution by the Depositary of the
     Dividend Amount.

                  (vi)   The Corporation will be deemed to have paid the
     Dividend Amount on the applicable Dividend Payment Date if it delivers to
     the Depositary shares of Common Stock in accordance with Section 4(b)(i) on
     or prior to the Dividend Payment Date. In the event that the Holders of the
     Series A Convertible Preferred Stock do not receive the full Dividend
     Amount in cash on or prior to the date that is 15 days after such Dividend
     Payment Date (the "Distribution Date"), the unpaid portion of the Dividend
                        -----------------
     Amount shall be deemed to be unpaid from such Dividend Payment Date and
     shall accrue Extra Dividends from such Dividend Payment Date.

          (c)     Series B Convertible Preferred Stock. The Holders of shares of
                  ------------------------------------
the Series B Convertible Preferred Stock, if any, will be paid dividends, (i) in
cash, (ii) through the issuance of a number of shares (rounded up or down to the
nearest whole share) of Common Stock equal to the applicable Dividend Amount
divided by the Discounted Current Market Price of the Common Stock, or (iii) any
combination of cash and Common Stock, at the option of the Corporation. If the
Corporation elects to pay all or part of a dividend on the Series B Convertible
Preferred Stock in Common Stock, the Corporation shall deliver to the Holders of
the Series B Convertible Preferred Stock on or prior to the applicable Dividend
Payment Date a sufficient number of duly authorized, validly issued and fully
paid shares of Common Stock, free of preemptive or similar rights, equal to the
applicable Dividend Amount divided by the Discounted Current Market Price of the
Common Stock.

                                       10
<PAGE>

          (d)     Accrual of Dividends; Accrual in Respect of Late Payments.
                  ---------------------------------------------------------
Dividends on the Convertible Preferred Stock shall accrue whether or not the
Corporation has earnings or profits, whether or not there are funds legally
available for the payment of such dividends and whether or not dividends are
declared. Dividends will accumulate to the extent they are not paid on the
applicable Dividend Payment Date for the quarter to which they relate.
Accumulated unpaid dividends ("Accrued Dividends") will accrue and cumulate
                               -----------------
additional dividends (the "Extra Dividends") at the rate of 10.0% per annum
                           ---------------
(compounding quarterly) from the applicable Dividend Payment Date to the date of
payment thereof in accordance with the terms hereof. Accrued Dividends, if any,
may be paid on such dates as determined by the Board of Directors. The
Corporation shall take all actions required or permitted under Delaware law to
permit the payment of dividends on the Convertible Preferred Stock; provided,
                                                                    ---------
however, that no Extra Dividends will accrue if (x) the Corporation delivers a
- -------
sufficient number of shares of Common Stock to the Depositary by the applicable
Dividend Payment Date and (y) cash in the amount equal to the Dividend Amount is
distributed to the Holders of Series A Convertible Preferred Stock by the
Distribution Date, in each case in accordance with Section 4(b).

          (e)     Additional Dividends. Additional Dividends shall accrue with
                  --------------------
respect to the Convertible Preferred Stock in the amounts and manner specified
in Section 5 of the Registration Rights Agreement in connection with certain
registration defaults by the Corporation.

          5.      Distributions Upon Liquidation, Dissolution or Winding Up.
                  ---------------------------------------------------------

          Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation or reduction or decrease in its capital
stock resulting in a distribution of assets to the holders of any class or
series of the Corporation's Capital Stock (a "reduction or decrease in capital
                                              --------------------------------
stock") after the payment in full of the outstanding debt obligations of the
- -----
Corporation, each Holder of shares of the Convertible Preferred Stock shall be
entitled to payment out of the assets of the Corporation available for
distribution of an amount equal to the Liquidation Preference per share of
Convertible Preferred Stock held by such Holder, plus Extra Dividends pursuant
to Section 4(d) hereof and Additional Dividends (if any) to the date fixed for
liquidation, dissolution, winding up or reduction or decrease in capital stock,
before any distribution is made on any Junior Securities. If, upon any voluntary
or involuntary liquidation, dissolution or winding-up of the Corporation, the
amounts payable with respect to the Convertible Preferred Stock and all other
Parity Securities are not paid in full, the Holders of Convertible Preferred
Stock and the holders of Parity Securities will share equally and ratably in any
distribution of assets of the Corporation in proportion to the full liquidation
preference and accumulated and unpaid dividends to which they are entitled.
After payment in full of the Liquidation Preference and an amount equal to all
accrued dividends and an amount equal to any Extra Dividends pursuant to Section
4(d) hereof and Additional Dividends (if any) to which Holders of Convertible
Preferred Stock are entitled, such Holders will not be entitled to any further
participation in any distribution of assets of the Corporation. However, neither
the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Corporation nor the consolidation or merger of the Corporation
with or into one or more corporations or other entities will be deemed to be a
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation or reduction or decrease in capital stock, unless such sale,
conveyance, exchange or

                                       11
<PAGE>

transfer shall be in connection with a liquidation, dissolution or winding up of
the affairs of the Corporation or reduction or decrease in capital stock.

          6.      Conversion Rights.
                  -----------------

          (a)     Each Holder of shares of Convertible Preferred Stock shall
have the right, at such Holder's option, to convert all or any portion of its
shares of Convertible Preferred Stock into shares of Common Stock, which would
have the same liquidation, voting and other rights as the outstanding shares of
Common Stock, at any time, at the Conversion Rate per share calculated as of the
close of business on the Conversion Date. The right to convert a share of the
Convertible Preferred Stock called for redemption or delivered for repurchase
will terminate at the close of business on the Business Day immediately
preceding the redemption date for such Convertible Preferred Stock (unless the
Corporation defaults in making the payment due upon redemption) or at the time
of the repurchase (unless the Corporation fails to make such repurchase), as the
case may be.

          (b)     The right of conversion attaching to any share of Convertible
Preferred Stock may be exercised by the Holder thereof by delivering the share
of Convertible Preferred Stock to be converted to the Corporation, at its
principal office or at such office or agency maintained by the Corporation for
that purpose, accompanied by a duly signed and completed notice of conversion in
form reasonably satisfactory to the Corporation. The "Conversion Date" will be
                                                      ---------------
the date on which the share of Convertible Preferred Stock and the duly signed
and completed notice of conversion are so delivered. As promptly as practicable
on or after the Conversion Date, the Corporation shall issue and deliver to its
transfer agent (i) a certificate or certificates for the number of full shares
of Common Stock issuable upon conversion, with any fractional shares rounded up
to full shares or, at the Corporation's Option, with a payment in cash,
determined as provided below, in lieu of any fraction of a share and (ii) if
less than the full number of shares of Convertible Preferred Stock evidenced by
the surrendered certificate or certificates are being converted, a new
certificate or certificates, of like tenor, for the number of shares evidenced
by such surrendered certificate or certificates less the number of shares to be
converted. Such certificate or certificates shall be delivered by the
Corporation's transfer agent to the appropriate Holder on a book-entry basis or
by mailing certificates evidencing the additional shares to the Holders at their
respective addresses set forth in the register of Holders maintained by the
Corporation. All shares of Common Stock issuable upon conversion of the
Convertible Preferred Stock shall be fully paid and nonassessable and shall rank
pari passu with the other shares of Common Stock outstanding from time to time.
Any Convertible Preferred Stock surrendered for conversion during the period
from the close of business on any Record Date to the opening of business on the
next succeeding Dividend Payment Date must be accompanied by payment of an
amount equal to the dividends (including Additional Dividends, if any) payable
on such Dividend Payment Date on the Convertible Preferred Stock being
surrendered for conversion. No other payment or adjustment for dividends, or for
any dividends in respect of shares of Common Stock, will be made upon
conversion. In the case of any Convertible Preferred Stock that has been
converted after any Record Date but before the next Dividend Payment Date,
dividends that are payable on such Dividend Payment Date shall be payable on
such Dividend Payment Date notwithstanding such conversion, and such dividends
(including Additional Dividends, if any) shall be paid to the Holder of such
Convertible Preferred Stock on such Record Date. Holders of Common Stock issued
upon conversion will

                                       12
<PAGE>

not be entitled to receive any dividends payable to holders of Common Stock as
of any record time before the close of business on the Conversion Date.

          (c)     The Corporation shall not issue a fractional share of Common
Stock upon conversion of Convertible Preferred Stock. Instead, the Corporation
shall deliver a check for an amount equal to the applicable fraction of a share
multiplied by the Current Market Price calculated as of the close of business on
the Conversion Date, rounded to the nearest cent.

          (d)     A Holder delivering Convertible Preferred Stock for conversion
will not be required to pay any taxes or duties in respect of the issue or
delivery of Common Stock on conversion but will be required to pay any tax or
duty that may be payable in respect of any transfer involved in the issue or
delivery of the shares of Common Stock in a name other than that of the Holder
of the Convertible Preferred Stock. Certificates representing shares of Common
Stock will not be issued or delivered unless all taxes and duties, if any,
payable by the Holder have been paid.

          (e)     The Corporation has reserved and shall continue to reserve out
of its authorized but unissued Common Stock or its Common Stock held in treasury
enough shares of Common Stock to permit the conversion of all outstanding shares
of Convertible Preferred Stock in full. All shares of Common Stock that may be
issued upon conversion of Convertible Preferred Stock shall be fully paid and
nonassessable and free of preemptive or similar rights. The Corporation shall
take all commercially reasonable steps to comply with all securities laws
regulating the offer and delivery of shares of Common Stock upon conversion of
Convertible Preferred Stock and shall take all commercially reasonable steps to
list such shares on each national securities exchange or the Nasdaq National
Market on which the Common Stock is listed or admitted for trading, if any.

          (f)     If the Corporation:

                  (i)    pays a dividend (or makes a distribution) on its Common
     Stock in shares of its Common Stock;

                  (ii)   subdivides its outstanding shares of Common Stock into
     a greater number of shares;

                  (iii)  combines its outstanding shares of Common Stock into a
     smaller number of shares;

                  (iv)   makes a distribution on its Common Stock in shares of
     its Capital Stock other than Common Stock; or

                  (v)    issues any shares of its Capital Stock by
     reclassification of its Common Stock;

then the Conversion Price in effect immediately prior to such action shall be
adjusted so that the Holder of each share of Convertible Preferred Stock
thereafter converted may receive the number of shares of Common Stock that he
would have owned immediately following such action if he had converted
Convertible Preferred Stock immediately prior to such action. The

                                       13
<PAGE>

adjustment shall become effective immediately after the record date in the case
of a dividend or distribution and immediately after the effective date in the
case of a subdivision, combination or reclassification. Such adjustment shall be
made successively whenever any event listed above shall occur. If, after an
adjustment referred to in clauses (f)(i) through (v) above, a Holder of
Convertible Preferred Stock upon conversion of it may receive shares of two or
more classes of Capital Stock of the Corporation, then the Conversion Price
shall be split into two or more components, as the case may be, and the
Conversion Price of each class of Capital Stock shall thereafter be subject to
adjustment on terms comparable to those applicable to Common Stock in this
Section 6(f).

          (g)     If the Corporation distributes any Rights to all or
substantially all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common Stock at a price per share that is less than the
Current Market Price per share of Common Stock on the record date of
distribution of such Rights, the Conversion Price shall be adjusted in
accordance with the formula:

                 C'= C x ((O + ((N x P) / M)) / (O + N))
where:

C'         =     the adjusted Conversion Price.

C          =     the Conversion Price as of the applicable record date.

O          =     the number of shares of Common Stock outstanding on the record
                 date.

N          =     the number of additional shares of Common Stock offered (or
                 into which the Rights so offered are convertible or
                 exercisable).

P          =     the offering price per share of the additional shares of Common
                 Stock (or the conversion price per share of the Rights so
                 offered).

M          =     the Current Market Price per share of Common Stock on the
                 record date.

The adjustment shall be made successively whenever any such Rights are issued
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such Rights. If at the end of
the period during which such Rights are exercisable, not all Rights shall have
been exercised, the Conversion Price shall be immediately readjusted to what it
would have been if "N" in the above formula had been the number of shares
actually issued. For the purposes of this paragraph (g), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Corporation but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock.

          (h)     If the Corporation distributes to all or substantially all
holders of shares of its Common Stock (i) any evidence of indebtedness or other
securities (other than shares of Common Stock) of the Corporation or any
Subsidiary of the Corporation, (ii) any other assets (including securities, but
excluding cash and those dividends, Rights and distributions referred to above
in this Section 6) or (iii) Rights to subscribe for or purchase any of its
securities

                                       14
<PAGE>

(excluding those referred to above in Section 6(g)), the Conversion Price shall
be adjusted in accordance with the formula:

                 C'= C x ((M - F)/ M)
where:

C'         =     the adjusted Conversion Price.

C          =     the Conversion Price as of the applicable record date.

M          =     the Current Market Price per share of Common Stock as of the
                 applicable record date.

F          =     the fair market value on the record date of the Capital Stock,
                 indebtedness, other securities or other assets distributed per
                 share of Common Stock, or of such Rights applicable to one
                 share of Common Stock (determined on the basis of the number of
                 shares of Common Stock outstanding on the record date).

The adjustment shall be made successively whenever any such distribution is made
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive the distribution.

               (i)       If the Corporation issues shares of Common Stock to all
or substantially all holders of shares of Common Stock for a consideration per
share less than the Current Market Price per share on the date the Corporation
issues such additional shares, the Conversion Price shall be adjusted in
accordance with the formula:

                 C'= C x ((O + (P / M)) / A)
where:

C'         =     the adjusted Conversion Price.

C          =     the Conversion Price as of the applicable record date.

O          =     the number of shares of Common Stock outstanding immediately
                 prior to the issuance of such additional shares.

P          =     the aggregate consideration received for the issuance of such
                 additional shares.

M          =     the Current Market Price per share on the date of issuance of
                 such additional shares.

A          =     the number of shares Common Stock outstanding immediately after
                 the issuance of such additional shares.

                                       15
<PAGE>

The adjustment shall be made successively whenever any such issuance is made,
and shall become effective immediately after such issuance. This Section 6(i)
does not apply to any transaction or issuance described in Section 6(g) or 6(h)
above or Section 6(j) or 6(k) below. For the purpose of this paragraph (i), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation but shall include shares issuable
in respect of scrip certificates issued in lieu of fractions of shares of Common
Stock.

          (j)     If the Corporation issues any securities convertible into or
exchangeable for Common Stock (other than Convertible Preferred Stock or
securities issued in transactions described in Sections 6(g), (h) or (i)) to all
or substantially all holders of shares of Common Stock and for a consideration
per share of Common Stock initially deliverable upon conversion, exchange or
exercise of such securities that is less than the Current Market Price per share
on the date of issuance of such securities, the Conversion Price shall be
adjusted in accordance with the formula:

C' = C x ((O + (P / M)) / (O + D))
where:

C'         =     the adjusted Conversion Price.

C          =     the then current Conversion Price.

O          =     the number of shares of Common Stock outstanding immediately
                 prior to the issuance of such securities.

P          =     the aggregate consideration received for the issuance of such
                 securities plus the aggregate consideration receivable upon
                 exercise of all such securities.

M          =     the Current Market Price per share of Common Stock on the date
                 of issuance of such securities.

D          =     the maximum number of shares deliverable upon conversion or in
                 exchange for or upon exercise of such securities at the initial
                 conversion, exchange or exercise rate.

          The adjustment shall be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance. If all of
the Common Stock deliverable upon conversion, exchange or exercise of such
securities has not been issued when such securities are no longer outstanding,
then the Conversion Price shall promptly be readjusted to the Conversion Price
that would then be in effect had the adjustment upon the issuance of such
securities been made on the basis of the actual number of shares of Common Stock
issued upon conversion, exchange or exercise of such securities. For the purpose
of this paragraph (j), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Corporation but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.

          (k)     In case the Corporation shall, by dividend or otherwise, at
any time distribute (a "Triggering Distribution") to all or substantially all
                        -----------------------
holders of its Common Stock

                                       16
<PAGE>

cash in an aggregate amount that, together with the aggregate amount of all cash
distributions to all or substantially all holders of its Common Stock made
within the 12 months preceding the date of payment of the Triggering
Distribution and in respect of which no Conversion Price adjustment pursuant to
this Section 6 has been made, exceeds 7.5% of the product of the Current Market
Price per share of Common Stock on the Business Day (the "Determination Date")
                                                          ------------------
immediately preceding the day on which such Triggering Distribution is declared
by the Corporation multiplied by the number of shares of Common Stock
outstanding on such date, the Conversion Price shall be adjusted in accordance
with the following formula:

                               C' = C x ((M-D)/M)


               where:

               C'  =     the adjusted Conversion Price.

               C   =     the then current Conversion Price.

               M   =     the Current Market Price per share on the date of the
                         Triggering Distribution.

               D   =     the amount of cash (plus the fair market value of other
                         consideration) distributed to all or substantially all
                         holders of Common Stock within the 12 months preceding
                         the date of the payment of the Triggering Distribution
                         (including, without limitation, the Triggering
                         Distribution) applicable to one share of Common Stock
                         (determined on the basis of the number of shares of
                         Common Stock outstanding on the Determination Date).

               Such reduction shall become effective immediately prior to the
opening of business on the day following the date on which the Triggering
Distribution is paid. For the purpose of this paragraph (k), the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Corporation but shall include shares issuable in respect of
scrip certificates issued in lieu of fractions of shares of Common Stock.

               (l)  In addition, in the event that any other transaction or
event occurs as to which the foregoing conversion price adjustment provisions
are not strictly applicable but the failure to make any adjustment would
adversely affect the conversion rights represented by the Convertible Preferred
Stock in accordance with the essential intent and principles of such provisions,
then, in each such case, either (i) the Corporation shall appoint an investment
banking firm of recognized national standing, or any other financial expert that
does not (or whose directors, officers, employees, affiliates or stockholders do
not) have a direct or material indirect financial interest in the Corporation or
any of its Subsidiaries, who has not been, and, at the time it is called upon to
give independent financial advice to the Corporation, is not (and none of its
directors, officers, employees, affiliates or stockholders are) a promoter,
director or officer of the Corporation or any of its Subsidiaries, which will
give their opinion upon or (ii) the Board of Directors shall determine,
consistent with the Board of Directors' fiduciary duties to the Corporation's
stockholders, the adjustment, if any, on a basis consistent with the essential
intent and principles established in the foregoing conversion price adjustment
provisions, necessary to preserve, without dilution, the conversion rights
represented by the Convertible Preferred Stock. Upon receipt of such opinion or
determination, the Corporation shall promptly mail a copy

                                       17
<PAGE>

thereof to the Holders of the Convertible Preferred Stock and will make the
adjustments described therein.

               (m)    For purposes of any computation respecting consideration
received pursuant to a transaction described or contemplated by this Section 6,
the following shall apply:

                      (i)   in the case of the issuance of shares of Common
     Stock for cash, the consideration shall be the amount of such cash,
     provided that in no case shall any deduction be made for any commissions,
     discounts or other expenses incurred by the Corporation for any
     underwriting of the issue or otherwise in connection therewith;

                      (ii)  in the case of the issuance of shares of Common
     Stock for a consideration in whole or in part other than cash, the
     consideration other than cash shall be deemed to be the fair market value
     thereof (irrespective of the accounting treatment thereof);

                      (iii) whenever this Certificate of Designations calls for
     the determination of "fair market value," such fair market value shall be
     determined in good faith by the Board of Directors and as evidenced by a
     written resolution thereof; and

                      (iv)  in the case of the issuance of Rights, the aggregate
     consideration received therefor shall be deemed to be the consideration
     received by the Corporation for the issuance of such Rights plus the
     additional consideration, if any, to be received by the Corporation upon
     the conversion or exchange or exercise thereof (the consideration in each
     case to be determined in the same manner as provided in this Section 6(m)).

               (n)    No adjustment in the Conversion Price will be required
unless the cumulative adjustments would require an increase or decrease of at
least 1% in the Conversion Price. Any adjustments that are not made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this Section 6 shall be made to the nearest one hundredth of
a cent or to the nearest 1/1000th of a share, as the case may be.

               (o)    No adjustment in the Conversion Price will be required
under this Section 6 for (i) issuances to satisfy the Corporation's obligations
to TdF in connection with the pre-emptive rights granted to TdF under the
Governance Agreement, dated as of August 21, 1998, among the Corporation, TdF
and certain subsidiaries thereof, except to the extent that an adjustment was
made in connection with the issuance that triggered the pre-emptive rights; (ii)
issuances of Common Stock or Rights to Persons who are not Affiliates of the
Corporation as consideration for the acquisition of stock or assets to be used
in the principal business of the Corporation or any ancillary or related
business; (iii) rights to purchase Common Stock pursuant to a plan for
reinvestment of dividends or interest; (iv) any change in the par value or no
par value of the Common Stock, and in no event shall any adjustment be made
under this Section 6 that would reduce the Conversion Price below the par value
of the Common Stock; (v) Common Stock issued to the Corporation's employees
under bona fide employee benefit plans adopted by the Board of Directors and
approved by the holders of Common Stock when required by law; (vi) Common Stock
issued to acquire, or in the acquisition of, all or any portion of a business as
a going concern, in an arm's-length transaction between the Corporation and an
unaffiliated third

                                       18
<PAGE>

party, whether such acquisition shall be effected by purchase of assets,
exchange of securities, merger, consolidation or otherwise; (vii) Common Stock
issued in a bona fide public offering pursuant to a firm commitment
underwriting; or (viii) the conversion of Convertible Preferred Stock or the
conversion, exchange or exercise of securities issued in transactions that were
subject to Sections 6(g), 6(h) or 6(j) above. If an adjustment is made to the
Conversion Price upon the establishment of a record date for a distribution
subject to Sections 6(g), 6(h), 6(i), 6(j) or 6(k) above and if such
distribution is subsequently cancelled, the Conversion Price then in effect
shall be readjusted, effective as of the date when the Board of Directors of the
Corporation determines to cancel such distribution, to the Conversion Price that
would have been in effect if such record date had not been fixed. No adjustment
in the Conversion Price need be made under Section 6 above if the Corporation
issues or distributes to each Holder of Convertible Preferred Stock the shares
of Common Stock, evidences of indebtedness, assets or Rights referred to in this
Section that each Holder would have been entitled to receive had the Convertible
Preferred Stock been converted into Common Stock prior to the happening of such
event or the record date with respect thereto.

               No adjustment need be made for a transaction referred to in
Sections 6(f), (g), (h), (i), (j) and (k) hereof, if Convertible Preferred Stock
Holders are to participate in the transaction on a basis and with notice that
the Board of Directors determines to be fair and appropriate in light of the
basis and notice on which holders of Common Stock participate in the
transaction.

               To the extent the Convertible Preferred Stock becomes convertible
into cash, no adjustment needs to be made thereafter as to the cash. Interest
will not accrue on the cash.

               (p)   If the Corporation consolidates or merges with or into, or
transfers or leases all or substantially all its assets to, any Person, upon
consummation of such transaction the Convertible Preferred Stock shall
automatically become convertible for the kind and amount of securities, cash, or
other assets which the Holder of the Convertible Preferred Stock would have
owned immediately after the consolidation, merger, transfer or lease if the
Holder had converted the Convertible Preferred Stock immediately before the
effective time of the transaction. Concurrently with the consummation of such
transaction, the corporation formed by or surviving any such consolidation or
merger if other than the Corporation, or the Person to which such sale or
conveyance shall have been made, shall adopt an amended Certificate of
Designations so providing and further providing for adjustments which shall be
as nearly equivalent as may be practical to the adjustments provided for in this
Section. The successor Corporation shall mail to Convertible Preferred Stock
Holders a notice describing the amended Certificate of Designations. If this
subsection (p) applies, other subsections of this Section 6 do not apply.

               (q)   Change of Control.
                     -----------------

                     (i)   In the event of a Change of Control, each Holder of
     the Convertible Preferred Stock will, if the Current Market Price of the
     Corporation's Common Stock as of the date of consummation of such Change of
     Control is less than the Conversion Price, have a one time option,
     exercisable at any time within 90 days after a Change of Control is
     consummated (the "Change of Control Conversion Period"), to convert all of
                       -----------------------------------
     their outstanding shares of Convertible Preferred Stock into shares of the
     Common Stock at an adjusted Conversion Price (the "Adjusted Conversion
                                                        -------------------
     Price") equal
     -----
                                       19
<PAGE>

     to the greater of (1) the last reported sale price for oneshare of the
     Common Stock in an arm's-length transaction as of the date of the Change of
     Control and (2) $12.96 (such dollar amount to be adjusted for transactions
     in a manner consistent with the other adjustments to the Conversion Price
     contemplated by this Section 6). In lieu of issuing the shares of the
     Corporation's Common Stock issuable upon conversion pursuant to adjustment
     described above in the event of a Change of Control, the Corporation may,
     at its option, make a cash payment equal to the Current Market Price of
     such Common Stock otherwise issuable.

                      (ii)  Promptly upon the consummation of a Change of
     Control, the Corporation shall mail a notice to each Holder describing the
     transaction or transactions that constitute such Change of Control and
     stating: (1) that the Change of Control has taken place and that the
     Holders have an option to convert the shares of Convertible Preferred Stock
     at the Adjusted Conversion Price; (2) the Adjusted Conversion Price
     applicable to any conversion during the Change of Control Conversion
     Period; (3) that any shares of Convertible Preferred Stock not converted
     will be assumed by the successor corporation, if not the Corporation, and
     will continue to be entitled to all the rights and privileges afforded to
     it by this Certificate of Designations; (4) that, unless the Corporation
     defaults in the conversion of the Convertible Preferred Stock upon the
     Change of Control, all shares of Convertible Preferred Stock converted
     pursuant to the Change of Control conversion shall cease to accrue
     dividends after the Change of Control Conversion Date; (5) that Holders
     electing to have any Convertible Preferred Stock converted pursuant to a
     Change of Control conversion will be required to surrender the shares of
     Convertible Preferred Stock, with the form entitled "Option of Holder to
     Elect Conversion" on the reverse of the shares of the Convertible Preferred
     Stock completed, to the Corporation at the address specified in the notice
     prior to the close of business on the third Business Day preceding the
     Change of Control conversion date (the "Change of Control Conversion Date")
                                             ---------------------------------
     specified in the notice, which Change of Control Conversion Date shall be
     no earlier than the expiration of the Change of Control Conversion Period;
     (6) that Holders will be entitled to withdraw their election if the
     Corporation receives, not later than the close of business on the second
     Business Day preceding the Change of Control Conversion Date, a telegram,
     facsimile transmission or letter setting forth the name of the Holder, the
     liquidation preference of Convertible Preferred Stock delivered for
     conversion, and a statement that such Holder is withdrawing his election to
     have the shares of Convertible Preferred Stock converted; and (7) that the
     Holder electing to convert its shares must convert all of its outstanding
     shares of Convertible Preferred Stock.

                      (iii) The Change of Control provisions described above
     shall be applicable whether or not any other provisions of this Certificate
     of Designations are applicable.

               (r)    The Corporation shall provide to Holders of Convertible
Preferred Stock reasonable notice of any event that would result in an
adjustment to the Conversion Price pursuant to any of the adjustments in this
Section 6 so as to permit the Holders to effect a conversion of shares of
Convertible Preferred Stock into shares of Common Stock prior to the occurrence
of such event.

                                       20
<PAGE>

               (s)   The Corporation from time to time may reduce the Conversion
Price by any amount for any period of time if the period is at least 20 Business
Days or such longer period as may be required by law and if the reduction is
irrevocable during the period, but in no event may the Conversion Price be less
than the par value of a share of Common Stock. Whenever the Conversion Price is
reduced, the Corporation shall mail to holders of Convertible Preferred Stock a
notice of the reduction. The Corporation shall mail, first class, postage
prepaid, the notice at least 15 days before the date the reduced conversion
price takes effect. The notice shall state the reduced Conversion Price and the
period it will be in effect. A reduction of the Conversion Price does not change
or adjust the Conversion Price otherwise in effect for purposes of Sections
6(f), 6(g), 6(h), 6(i), 6(j), 6(k) and 6(q) above.

               (t)    If:

                      (i)   the Corporation takes any action which would require
     an adjustment in the Conversion Price pursuant to Section 6(g) or 6(h)
     above, or clause (iv) of Section 6(f) above;

                      (ii)  the Corporation consolidates or merges with, or
     transfers all or substantially all of its assets to, another corporation,
     and stockholders of the Corporation must approve the transaction; or

                      (iii) there is a dissolution or liquidation of the
     Corporation;

a Holder of Convertible Preferred Stock may want to convert such stock into
shares of Common Stock prior to the record date for or the effective date of the
transaction so that he may receive the rights, warrants, securities or assets
which a holder of shares of Common Stock on that date may receive. Therefore,
the Corporation shall mail to such holders, first class, postage prepaid, a
notice stating the proposed record or effective date, as the case may be. The
Corporation shall mail the notice at least ten days before such date. Failure to
mail the notice or any defect in it shall not affect the validity of any
transaction referred to in clause (i), (ii) or (iii) of this Section 6(t).

               (u)   In any case in which this Section 6 shall require that an
adjustment in the Conversion Price as a result of any event become effective as
of a record date for a specified event, the Corporation may elect to defer until
after the occurrence of such event (i) the issuance to the Holder of any shares
of Convertible Preferred Stock converted after such record date and before the
occurrence of such event of the additional shares of Common Stock or other
Capital Stock of the Company issuable upon such conversion over and above the
shares of Common Stock or other Capital Stock of the Company issuable on the
basis of the Conversion Price in effect immediately prior to adjustment and (ii)
a check in lieu of any fractional shares of Common Stock as provided in Section
6(c) above; provided that the Corporation shall deliver to such Holder an
appropriate instrument evidencing such Holder's right to receive such additional
shares of Common Stock, other Capital Stock and cash upon the occurrence of the
event requiring such adjustment.

               (v)   Whenever the Corporation or its Board of Directors shall be
required to make a determination under this Section 6, such determination shall
be made in good faith and

                                       21
<PAGE>

may be challenged in good faith by the Holders of a majority of the outstanding
shares of Convertible Preferred Stock (with shares held by the Corporation or
any of its Subsidiaries not being considered to be outstanding for this
purpose), and any dispute shall be resolved by an investment banking firm of
recognized national standing selected by the Corporation and acceptable to such
Holders of Convertible Preferred Stock. If such investment banking firm resolves
that the adjustment should have been more favorable to the Holders, the
Corporation shall bear the costs of such firm and if such investment banking
firm resolves that such determination was correct or should have been less
favorable to the Holders, the Holders challenging such determination shall bear
the costs of such firm.

               (w)   All shares of Convertible Preferred Stock converted
pursuant to this Section 6 shall be automatically retired, shall not be reissued
as shares of Convertible Preferred Stock and shall be restored to the status of
authorized and unissued shares of preferred stock, without designation as to
series and may thereafter be reissued as shares of any series preferred stock
other than Convertible Preferred Stock.

               (x)   Except as specifically set forth in this Section 6, none of
the adjustments described in this Section 6 shall duplicate adjustments
previously made or made simultaneously pursuant to other subsections of this
Section 6, or otherwise double count any transaction.

               7.    Redemption.
                     ----------

               (a)   The Convertible Preferred Stock may not be redeemed at the
option of the Corporation prior to October 1, 2002. The Convertible Preferred
Stock may be redeemed, in whole or in part, at the option of the Corporation, on
or after October 1, 2002, at the redemption prices specified below (expressed as
percentages of the Liquidation Preference thereof), in each case, together with
an amount equal to accrued and unpaid dividends and Additional Dividends (if
any), to the date of redemption, upon not less than 15 nor more than 60 days
prior written notice, during the 12-month period commencing on October 1 of each
of the years set forth below:

                      Year                         Percentage
                      ----                         ----------
                      2002                         104.125%
                      2003                         102.750%
                      2004                         101.375%
                      2005 and thereafter          100.000%


               (b)    The Corporation shall redeem all of outstanding shares of
Convertible Preferred Stock on March 31, 2012, at the redemption price of
100.00% of the Liquidation Preference thereof, together with an amount equal to
accrued and unpaid dividends and Additional Dividends (if any) to the date of
redemption.

               (c)    In case of redemption of less than all shares of
Convertible Preferred Stock at the time outstanding, the shares to be redeemed
shall be selected pro rata or by a method that complies with the requirements of
any national stock exchange (including the Nasdaq National Market) on which
Convertible Preferred Stock is listed as determined by the Corporation in its
sole discretion, except that the Corporation may redeem all of the shares held

                                       22
<PAGE>

by Holders of fewer than 100 shares (or all of the shares held by Holders who
would hold less than 100 shares as a result of such redemption), as may be
determined by the Corporation.

               (d)   Notice of any optional redemption shall be sent by or on
behalf of the Corporation not more than sixty (60) days nor less than fifteen
(15) days prior to the Redemption Date, by first class mail, postage prepaid, to
all holders of record of the Convertible Preferred Stock at their respective
last addresses as they shall appear on the books of the Corporation; provided,
however, that no failure to give such notice or any defect therein or in the
mailing thereof shall affect the validity of the proceedings for the redemption
of any shares of Convertible Preferred Stock except as to the Holder to whom the
Corporation has failed to give notice or except as to the Holder to whom notice
was defective. In addition to any information required by law or by the
applicable rules of any exchange (including the Nasdaq National Market) upon
which Convertible Preferred Stock may be listed or admitted to trading, such
notice shall state: (i) the redemption date; (ii) the redemption price; (iii)
whether all or less than all the outstanding shares of Convertible Preferred
Stock are to be redeemed and the number of such shares to be redeemed; (iv) the
place or places where certificates for such shares are to be surrendered for
payment of the redemption price; (v) that dividends on the shares to be redeemed
will cease to accrue on the redemption date; (vi) the Conversion Price; and
(vii) that Convertible Preferred Stock called for redemption may be converted at
any time before the close of business on the redemption date. Upon the mailing
of any such notices of redemption, the Corporation shall become obligated to
redeem at the time of redemption specified thereon all shares called for
redemption.

               (e)   If notice has been mailed in accordance with Section 7(d)
above and provided that on or before the redemption date specified in such
notice, all funds necessary for such redemption shall have been set aside by the
Corporation, separate and apart from its other funds in trust for the pro rata
benefit of the Holders of the shares so called for redemption, so as to be, and
to continue to be available therefor, then, from and after the redemption date,
dividends on the shares of the Convertible Preferred Stock so called for
redemption shall cease to accrue (except that, in the case a redemption date is
declared by the Corporation after a Record Date and prior to the corresponding
Dividend Payment Date, holders or Convertible Preferred Stock on the Record Date
shall be entitled on the Dividend Payment Date to receive the dividend payable
on such shares of Convertible Preferred Stock), and said shares shall no longer
be deemed to be outstanding and shall not have the status of shares of
Convertible Preferred Stock, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the applicable redemption price) shall cease. Upon surrender, in
accordance with said notice, of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Corporation shall so require
and the notice shall so state), such shares shall be redeemed by the Corporation
at the applicable redemption price. In case fewer than all the shares
represented by any such certificate are redeemed, a new certificate or
certificates shall be issued representing the unredeemed shares without cost to
the Holder thereof.

               (f)   Any funds deposited with a bank or trust company for the
purpose of redeeming Convertible Preferred Stock shall be irrevocable except
that:

                     (i) the Corporation shall be entitled to receive from such
     bank or trust company the interest or other earnings, if any, earned on any
     money so deposited in trust,

                                      23
<PAGE>

     and the holders of any shares redeemed shall have no claim to such interest
     or other earnings; and

               (ii) any balance of monies so deposited by the Corporation and
     unclaimed by the holders of the Convertible Preferred Stock entitled
     thereto at the expiration of one (1) year from the applicable redemption
     date shall be repaid, together with any interest or other earnings earned
     thereon, to the Corporation, and after any such repayment, the holders of
     the certificates formerly representing the shares entitled to the funds so
     repaid to the Corporation shall look only to the Corporation for payment
     without interest or other earnings.

          (g)  No Convertible Preferred Stock may be redeemed except with funds
legally available for the payment of the applicable redemption price.

          (h)  Notwithstanding the foregoing provisions of this Section 7,
unless the full cumulative dividends on all outstanding shares of Convertible
Preferred Stock shall have been paid or contemporaneously are declared and paid
for all past dividend periods, none of the shares of Convertible Preferred Stock
shall be redeemed unless all outstanding shares of Convertible Preferred Stock
are simultaneously redeemed.

          (i)  All shares of Convertible Preferred Stock redeemed pursuant to
this Section 7 shall be automatically retired, shall not be reissued as shares
of Convertible Preferred Stock and shall be restored to the status of authorized
and unissued shares of preferred stock, without designation as to series and may
thereafter be reissued as shares of any series of preferred stock other than
shares of Convertible Preferred Stock.

          8.   Voting Rights; Board Representation.
               ------------------------------------

          In addition to any voting rights provided elsewhere herein, and any
voting rights provided by law, the holders of shares of Convertible Preferred
Stock shall have the following voting rights:

          (a)  So long as any shares of Series A Convertible Preferred Stock are
outstanding, each share of Series A Convertible Preferred Stock shall entitle
the Holder thereof to vote on all matters voted on by holders of the Capital
Stock of the Corporation into which such share of Series A Convertible Preferred
Stock is convertible, voting together as a single class with the other shares
entitled to vote, on all matters submitted to a vote of the stockholders of the
Corporation. With respect to any such vote, each share of Series A Convertible
Preferred Stock shall entitle the holder thereof to cast the number of votes
equal to the number of votes which could be cast in such vote by a holder of the
shares of capital stock of the Corporation into which such share of Series A
Convertible Preferred Stock is convertible on the record date for such vote or,
if no such record date is established, on the date any written consent of
stockholders is solicited.

          (b)  Except as provided in Section 8(c), the Series B Convertible
Preferred Stock shall have no voting rights.

                                      24

<PAGE>

          (c)  If the Accrued Dividends on the outstanding Convertible Preferred
Stock accumulate in an amount equal to three (3) full quarterly dividends (a
"Voting Rights Trigger Event"); then the authorized number of members of the
 ---------------------------
Corporation's Board of Directors will be immediately and automatically increased
by two, and the Holders of a majority of the outstanding shares of Convertible
Preferred Stock, voting separately as a class, shall be entitled to elect two
directors of the Corporation.

          (d)  Whenever such voting right shall have vested, such right may be
exercised initially either at a special meeting of the Holders of Convertible
Preferred Stock, called as hereinafter provided, or at any annual meeting of
stockholders held for the purpose of electing directors, and thereafter at such
annual meetings or by the written consent of the Holders of Convertible
Preferred Stock. Such right of the Holders of Convertible Preferred Stock to
elect directors may be exercised until (i) all dividends in arrears shall have
been paid in full and (ii) all other Voting Rights Trigger Events have been
cured or waived, at which time the right of the Holders of Convertible Preferred
Stock to elect such number of directors shall cease, the term of such directors
previously elected shall thereupon terminate, and the authorized number of
directors of the Corporation shall thereupon return to the number of authorized
directors otherwise in effect, but subject always to the same provisions for the
renewal and divestment of such special voting rights in the case of any such
future dividend default or defaults.

          (e)  At any time when a Voting Rights Triggering Event has occurred
and is continuing, if such voting rights shall not already have been initially
exercised, a proper officer of the Corporation shall, upon the written request
of Holders of record of 10% or more of the Convertible Preferred Stock then
outstanding, addressed to the Secretary of the Corporation, call a special
meeting of Holders of Convertible Preferred Stock. Such meeting shall be held at
the earliest practicable date upon the notice required for annual meetings of
stockholders at the place for holding annual meetings of stockholders of the
Corporation or, if none, at a place designated by the Secretary of the
Corporation. If such meeting shall not be called by the proper officers of the
Corporation within 30 days after the personal service of such written request
upon the Secretary of the Corporation, or within 30 days after mailing the same
within the United States, by registered mail, addressed to the Secretary of the
Corporation at its principal office (such mailing to be evidenced by the
registry receipt issued by the postal authorities), then the Holders of record
of 10% of the shares of Convertible Preferred Stock then outstanding may
designate in writing a Holder of Convertible Preferred Stock to call such
meeting at the expense of the Corporation, and such meeting may be called by
such person so designated upon the notice required for annual meetings of
stockholders and shall be held at the place for holding annual meetings of the
Corporation or, if none, at a place designated by such Holder. Any Holder of
Convertible Preferred Stock that would be entitled to vote at such meeting shall
have access to the stock books of the Corporation for the purpose of causing a
meeting of stockholders to be called pursuant to the provisions of this Section.
Notwithstanding the provisions of this paragraph, however, no such special
meeting shall be called if any such request is received less than 90 days before
the date fixed for the next ensuing annual or special meeting of stockholders.

          (f)  If the directors so elected by the Holders of Convertible
Preferred Stock shall cease to serve as a director before his term shall expire,
the Holders of Convertible Preferred Stock then outstanding may, at a special
meeting of the Holders called as provided

                                       25
<PAGE>

above, elect a successor to hold office for the unexpired term of the director
whose place shall be vacant.

          (g)  The Corporation shall not, without the affirmative vote or
consent of the Holders of a majority of the then outstanding shares of
Convertible Preferred Stock (with shares held by the Corporation or any of its
Subsidiaries not being considered to be outstanding for this purpose):

               (i)   amend this Certificate of Designations in a manner that is
     adverse in any respect to the Holders of the Convertible Preferred Stock;

               (ii)  alter or change the rights, preferences or privileges of
     the Convertible Preferred Stock;

               (iii) increase or decrease the authorized number of shares of
     Convertible Preferred Stock or issue shares of Convertible Preferred Stock
     other than to Holders of Convertible Preferred Stock pursuant to its terms
     or to TdF; or

               (iv)  amend or waive any provision of the Corporation's
     Certification of Incorporation or bylaws in a manner that is adverse in any
     respect to the Holders of the Convertible Preferred Stock.

          (h)  Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any shares of Convertible Preferred Stock held
by a non-consenting Holder):

               (i)   alter the voting rights with respect to the Convertible
     Preferred Stock or reduce the number of shares of Convertible Preferred
     Stock whose Holders must consent to an amendment, supplement or waiver;

               (ii)  reduce the Liquidation Preference of any share of
     Convertible Preferred Stock;

               (iii) reduce the rate of or change the time for payment of
     dividends on any share of Convertible Preferred Stock;

               (iv)  waive a default or event of default in the payment of
     dividends or Additional Dividends (if any) on the Convertible Preferred
     Stock;

               (v)   make any share of Convertible Preferred Stock payable in
     money other than that stated in this Certificate of Designations; or

               (vi)  make any change in the provisions of this Certificate of
     Designations relating to waivers of the rights of Holders of Convertible
     Preferred Stock to receive the Liquidation Preference, dividends or
     Additional Dividends (if any) on the Convertible Preferred Stock or in the
     foregoing amendment and waiver provisions.

                                      26

<PAGE>

           9.  Certain Covenants.
               -----------------

          (a)  Reports. Whether or not required by the SEC, so long as any
               -------
shares of Convertible Preferred Stock are outstanding, the Corporation shall
furnish to the Holders of shares of Convertible Preferred Stock all current,
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 8-K, 10-Q and 10-K if the
Corporation were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Corporation
and its consolidated Subsidiaries (showing in reasonable detail, in the
footnotes to the financial statements and in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" (in each case to the
extent not prohibited by the SEC's rules and regulations.

          (b)  Merger, Consolidation, or Sale of Assets. The Corporation shall
               ----------------------------------------
not (x) consolidate or merge with or into (whether or not the Corporation is the
surviving corporation); or (y) sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions, to another corporation, Person or entity, unless:

               (i)   either (A) the Corporation is the surviving corporation; or
     (B) the entity or the Person formed by or surviving any such consolidation
     or merger (if other than the Corporation) or to which the sale, assignment,
     transfer, lease, conveyance or other disposition shall have been made is a
     corporation organized or existing under the laws of the United States, any
     state thereof or the District of Columbia;

               (ii)  in the event of any such consolidation, merger, sale,
     assignment, transfer, lease, conveyance or other disposition the agreement
     implementing such consolidation, merger, sale, assignment, transfer, lease,
     conveyance or disposition shall provide that the Convertible Preferred
     Stock is converted into shares of such surviving entity or Person, having
     in respect of such surviving entity or Person as nearly as practicable the
     same powers, preference and relative, participating, optional or other
     special rights that the Convertible Preferred Stock had immediately prior
     to such transaction (except that no adjustments on conversion rights shall
     be required pursuant to this Section 9(b));

               (iii) immediately after such transaction no Voting Rights
     Triggering Event exists; and

               (iv)  the Corporation delivers to the Holders of the Convertible
     Preferred Stock an Officer's Certificate and an opinion of counsel stating
     that such consolidation merger or transfer complies with this Certificate
     of Designations.

          (c)  Restricted Payments.  No dividend whatsoever shall be declared or
               -------------------
paid upon, or any sum set apart for the payment of dividends upon, any
outstanding share of the Convertible Preferred Stock with respect to any
Dividend Period unless all dividends for all preceding Dividend Periods have
been declared and paid upon, or declared and a sufficient sum set apart for the
payment of such dividend upon, all outstanding shares of Convertible Preferred

                                      27

<PAGE>

Stock.  Unless full cumulative dividends on all outstanding shares of
Convertible Preferred Stock due for all past Dividend Periods shall have been
declared and paid, or declared and a sufficient sum for the payment thereof set
apart, then: (i) no dividend (other than a dividend payable solely in shares of
any Junior Securities or Parity Securities, respectively) shall be declared or
paid upon, or any sum set apart for the payment of dividends upon, any shares of
Junior or Parity Securities; (ii) no other distribution (other than
distributions payable solely in shares of Junior or Parity Securities) shall be
declared or made upon or any sum set apart for the payment of any distribution
upon, any shares of Junior or Parity Securities; (iii) no shares of Junior or
Parity Securities or any warrants, rights, calls or options exercisable for or
convertible into any Junior or Parity Securities shall be purchased, redeemed or
otherwise acquired or retired for value (excluding an exchange for shares of
other Junior or Parity Securities or a purchase, redemption or other acquisition
from the proceeds of a substantially concurrent sale of Junior or Parity
Securities) by the Corporation or any of its Subsidiaries; and (iv) no monies
shall be paid into or set apart or made available for a sinking or other like
fund for the purchase, redemption or other acquisition or retirement for value
of any shares of Junior or Parity Securities or any warrants, rights, calls or
options exercisable for or convertible into any Junior or Parity Securities or
any warrants, rights, calls or options exercisable for or convertible into any
Junior or Parity Securities by the Corporation or any of its Subsidiaries;
provided, however, that any dividend or distribution on the Convertible
Preferred Stock shall be shared pro-rata with any Parity Securities, if funds
are not sufficient to pay all dividends or distributions due in full.

          (d)  No Amendments to Deposit Agreement or Registration Rights
               ---------------------------------------------------------
Agreement. The Corporation will not amend the Deposit Agreement or the
- ---------
Registration Rights Agreement without the consent of the Holders of at least 50%
of the shares of the outstanding Convertible Preferred Stock (excluding
Convertible Preferred Stock held by the Corporation or any of its Subsidiaries),
in each case other than amendments that are not adverse in any respect to the
Holders of the Convertible Preferred Stock.

          10.  Capital and Ownership Structure.
               -------------------------------

          The Corporation (a) will take all such action as may be necessary or
appropriate in order that the Corporation may validly and legally issue fully
paid and nonassessable shares of Common Stock on the conversion of the
Convertible Preferred Stock from time to time outstanding and (b) will not take
any action which results in any adjustment of the Conversion Price if the total
number of shares of Common Stock issuable after the action upon the conversion
of all of the Convertible Preferred Stock would exceed the total number of
shares of Common Stock then authorized by the Corporation's certificate of
incorporation and available for the purposes of issue upon such exercise.

          11.  Form of Payments.
               ----------------

          (a)  All amounts payable in cash with respect to the Convertible
Preferred Stock shall be payable in United States dollars and may be made by
check mailed to the Holders of the Convertible Preferred Stock at their
respective addresses set forth in the register of Holders of Convertible
Preferred Stock maintained by the Corporation, provided that all cash payments
with respect to shares of Convertible Preferred Stock the Holders of which have
given wire transfer instructions to the Corporation at least 48 hours prior to
such payment will be

                                      28
<PAGE>

required to be made by wire transfer of immediately available funds to the
accounts specified by the Holders thereof.

          (b)  Any payment on the Convertible Preferred Stock due on any day
that is not a Business Day need not be made on such day, but may be made on the
next succeeding Business Day with the same force and effect as if made on such
due date.

          12.  Officer's Certificate.
               ---------------------

          Each Officer's Certificate provided for in this Certificate of
Designations shall include:

          (a)  a statement that the officer making such certificate or opinion
has read such covenant or condition;

          (b)  a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

          (c)  a statement that, in the opinion of such officer, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
satisfied; and

          (d)  a statement as to whether or not, in the opinion of such officer,
such condition or covenant has been satisfied.

          13.  Exclusion of Other Rights.
               -------------------------

          Except as may otherwise be required by law, the shares of Convertible
Preferred Stock shall not have any voting powers, preferences and relative,
participating, optional or other special rights, other than those specifically
set forth in this Certificate of Designations (as such Certificate of
Designations may be amended from time to time) and in the Certificate of
Incorporation.

          14.  Headings of Subdivisions.
               ------------------------

          The headings of the various subdivisions hereof are for convenience
of reference only and shall not affect the interpretation of any of the
provisions hereof.

          15.  Severability of Provisions.
               --------------------------

          If any voting powers, preferences and relative, participating,
optional and other special rights of the Convertible Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this
resolution (as such resolution may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other voting powers, preferences and relative, participating,
optional and other special rights of Convertible Preferred Stock and
qualifications, limitations and restrictions thereof set forth in this
resolution (as so amended) which can be given effect without the invalid,
unlawful or

                                      29
<PAGE>

unenforceable voting powers, preferences and relative, participating, optional
and other special rights of Convertible Preferred Stock and qualifications,
limitations and restrictions thereof shall, nevertheless, remain in full force
and effect, and no voting powers, preferences and relative, participating,
optional or other special rights of Convertible Preferred Stock and
qualifications, limitations and restrictions thereof herein set forth shall be
deemed dependent upon any other such voting powers, preferences and relative,
participating, optional or other special rights of Convertible Preferred Stock
and qualifications, limitations and restrictions thereof unless so expressed
herein.

          16.  Form of Securities.
               ------------------

          (a)  The shares of Convertible Preferred Stock were initially issued
in a transaction exempt from the registration requirements of the United States
Securities Act of 1933 and are subject to the transfer restrictions as set forth
in Section 4.8 of the Purchase Agreement. The shares of Common Stock issuable
upon conversion thereof will bear a legend to the following effect, unless the
Corporation determines otherwise in compliance with applicable law:

     THE SECURITIES (OR ITS PREDECESSOR) EVIDENCED HEREBY WERE ORIGINALLY ISSUED
     IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
     STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND THE SECURITIES
     EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
     IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
     EACH PURCHASER OF THE SECURITIES EVIDENCED HEREBY IS HEREBY NOTIFIED THAT
     THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
     OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE
     SECURITIES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
     SUCH SECURITIES MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
     TRANSFERRED EXCEPT (1) BY THE INITIAL INVESTOR (a) TO A PERSON WHO THE
     SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
     MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
     ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
     TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN AN OFFSHORE
     TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
     SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
     SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (d) TO THE
     COMPANY OR (e) PURSUANT TO AN EXEMPTION TO AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT OR (2) BY SUBSEQUENT INVESTORS, AS SET
     FORTH IN (1) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED
     INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
     SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE
     SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND (B) THE HOLDER WILL,
     AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
     THE SECURITIES

                                      30
<PAGE>


     EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

                                      31
<PAGE>

          IN WITNESS WHEREOF, the Corporation has caused this certificate to be
duly executed by ___________________,______________________ this __/th/ day of
November, 1999.

                                         CROWN CASTLE INTERNATIONAL CORP.



                                         By:___________________________
                                            Name:
                                            Title:



<PAGE>

                                                                    Exhibit 99.1

                               DEPOSIT AGREEMENT

          THIS DEPOSIT AGREEMENT is made and entered into as of November 19,
1999, by and between Crown Castle International Corp., a Delaware corporation,
(the "Company") and United States Trust Company of New York (the "Depositary"),
      -------                                                     ----------
for the benefit of the holders from time to time of the Company's Series A 8
1/4% Cumulative Convertible Redeemable Preferred Stock (the "Convertible
                                                             -----------
Preferred Stock") (each, a "Holder" and, collectively, the "Holders").
- ---------------             ------                          -------

                                  WITNESSETH:

          WHEREAS, the Company and the Holders have entered into that certain
Purchase Agreement, dated November 19, 1999 (the "Purchase Agreement"), pursuant
                                                  ------------------
to which the Holders will purchase from the Company an aggregate of 200,000
shares of Convertible Preferred Stock.

          WHEREAS, the Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof governing the Preferred
Stock (the "Certificate of Designations") allows the Company to pay dividends on
            ---------------------------
the Convertible Preferred Stock in cash or by delivering shares of Common Stock,
par value $.01 per share, of the Company (the "Common Stock") to the Depositary
                                               ------------
for its sale thereof and distribution of the Cash Proceeds (as defined below) to
the Holders.

          WHEREAS, this Deposit Agreement is entered into to allow the Company
to pay dividends in Common Stock to the Holders in accordance with the
Certificate of Designations (capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Purchase Agreement and
in the Certificate of Designations).

          WHEREAS, the Company shall from time to time deliver to the Depositary
(i) duly authorized, validly issued and fully paid shares of Common Stock, that,
except for the initial dividend payment on December 15, 1999, which the Company
shall repurchase, are free of preemptive or similar rights, duly registered and
freely tradable (by use of a prospectus under an effective shelf registration
statement or otherwise, subject to Permitted Interruptions (as defined in the
Certificate of Designations)) (the "Qualified Common Stock") under the
                                    ----------------------
Securities Act of 1933, as amended (the "Securities Act") pursuant to, and
                                         --------------
subject to the exceptions contained in the Registration Rights Agreement, dated
as of November 19, 1999, among the Company, the Depositary and the Holders, in
the amount specified in the Certificate of Designations; and (ii) an opinion of
counsel addressed to the Depositary (the "Opinion of Counsel"), to the effect
                                          ------------------
that the shares of Qualified Common Stock delivered to the Depositary have been
duly authorized, fully paid and validly issued and delivered, and are free of
preemptive rights, duly registered and freely tradable (by use of a prospectus
under an effective shelf registration statement or otherwise, subject to
Permitted Interruptions) under the Securities Act; and (iii) a set of written
instructions signed by an officer of the Company, instructing the Depositary as
to the disposition of the Qualified Common Stock (the "Instructions").
                                                       ------------
<PAGE>

          WHEREAS, the Depositary shall follow the Instructions and shall
distribute the cash proceeds from any sale of the Qualified Common Stock (the
"Cash Proceeds") to the Holders.
 -------------

          NOW, THEREFORE, in consideration of the premises and of the mutual
promises and agreements herein contained, and the agreements and covenants
contained in the Purchase Agreement, the parties hereby agree as follows:

          Section 1. Payment of Dividends on the Convertible Preferred Stock.
                     -------------------------------------------------------

               (a)   General. The Holders of shares of the Convertible Preferred
                     -------
     Stock shall be entitled to receive dividends on the dates and in the manner
     specified in the Certificate of Designations.

               (b)   Accrual of Dividends; Accrual in Respect of Late Payments.
                     ---------------------------------------------------------
     Dividends on the Convertible Preferred Stock shall accrue in the manner
     specified in the Certificate of Designations.

               (c)   Convertible Preferred Stock. For so long as the Convertible
                     ---------------------------
     Preferred Stock is outstanding, the Company shall from time to time (should
     it elect to make a dividend payment on the Convertible Preferred Stock in
     Common Stock), deliver to the Depositary on or before the applicable
     Dividend Payment Date (i) Qualified Common Stock, in the amount required by
     the Certificate of Designations; (ii) an Opinion of Counsel as to such
     Qualified Common Stock; and (iii) the Instructions.

               (i)   The Company will be deemed to have paid the Dividend Amount
          on the applicable Dividend Payment Date at any time it delivers to the
          Depositary shares of Qualified Common Stock in accordance with Section
          4(b)(i) of the Certificate of Designations. In the event that the
          Holders of the Convertible Preferred Stock do not receive a full
          Dividend Amount in cash on or prior to the date that is 15 days after
          such Dividend Payment Date (the "Distribution Date"), the unpaid
                                           -----------------
          portion of the Dividend Amount shall be deemed to be unpaid from such
          Dividend Payment Date and shall accrue Extra Dividends from such
          Dividend Payment Date.

               (ii)  The Depositary shall (i) sell the Qualified Common Stock in
          accordance with the Instructions, as promptly as practicable; and (ii)
          distribute the amount of Cash Proceeds from such resale specified in
          the Instructions to the Holders of Convertible Preferred Stock in
          accordance with the Instructions as promptly as practicable, but in
          any event no later than the Distribution Date.

               (iii) If the amount of Cash Proceeds from the sale of Qualified
          Common Stock shall be less than the Dividend Amount (such difference,
          the "Shortfall Amount"), the Depositary shall: (i) distribute all Cash
               ----------------
          Proceeds to the Holders of Convertible Preferred Stock; and (ii)
          promptly give notice to the Company of the Shortfall Amount.  Upon
          receipt of the notice of a Shortfall

                                       2
<PAGE>

          Amount, the Company shall as promptly as practicable deliver to the
          Depositary (A) cash, and/or (B) the Instructions and additional shares
          of Qualified Common Stock, to be sold and distributed in accordance
          with the Instructions delivered therewith and this Agreement in the
          amounts required by Section 4(b)(iv) of the Certificate of
          Designations. The Depositary shall as promptly as practicable (x) sell
          the additional shares of Qualified Common Stock (if any) delivered by
          the Company pursuant to this subsection (c) in accordance with the
          Instructions and this Agreement; and (y) distribute the cash delivered
          by the Company pursuant to this subsection (c) and/or the Cash
          Proceeds (the sum of such cash and such Cash Proceeds so delivered
          shall be equal to the Shortfall Amount) to the Holders of the
          Convertible Preferred Stock.

               (iv)   If the Cash Proceeds from any such sale of the Qualified
          Common Stock shall exceed the amount of the Cash Proceeds to be
          delivered to the Holders of Convertible Preferred Stock pursuant to
          the Instructions (such difference, the "Excess Proceeds"), the
                                                  ---------------
          Depositary shall (i) give notice to the Company of the amount of the
          Excess Proceeds; (ii) retain the Excess Proceeds and apply such Excess
          Proceeds to the next succeeding distribution by the Depositary of the
          Dividend Amount, in accordance with the Instructions.

               (d)    The Depositary may from time to time invest and reinvest
     the Excess Proceeds at the instruction of the Company in (i) direct
     obligations of, or repurchase agreements collateralized by direct
     obligations of, the United States Government (or agencies or
     instrumentalities thereof) or any state of the United States (or agencies
     or instrumentalities of any thereof), (ii) certificates of deposit, time
     deposits, money market accounts or other interest-bearing deposits of
     commercial banks having total capital and surplus of at least
     $2,000,000,000 or (iii) in a SSGA U.S. Government Money Market Fund (the
     "SSGA Fund") so long as the SSGA Fund is rated as a AAA money market fund,
      ---------
     as the Company may from time to time direct in writing. Any interest earned
     on the Excess Proceeds shall immediately be considered "Excess Proceeds"
     for the purposes of this Agreement. The Depositary shall have no
     responsibility for determining such obligations and shall have no liability
     whatsoever for any investment losses resulting from the investment or
     reinvestment of the Excess Proceeds.

          Section 2.  Instructions; Market Agent.
                      --------------------------

               (a)    For so long as Convertible Preferred Stock is outstanding,
     the Instructions delivered by the Company to the Depositary pursuant to
     Section 1(c) hereof in connection with a dividend payment on the
     Convertible Preferred Stock shall specify: (i) the method by which the
     Depositary shall resell the Qualified Common Stock (which may be effected
     by the Company repurchasing any such Qualified Common Stock); (ii) the
     Dividend Amount; (iii) the amount of Excess Proceeds, if any, to be
     delivered to the Holders; and (iv) the method of delivery the Cash Proceeds
     and/or the Excess Proceeds to the Holders, including wire instructions
     and/or addresses if necessary).

                                       3
<PAGE>

               (b)    The Company may appoint any nationally recognized,
     registered broker dealer to act as a market agent (a "Market Agent") for
                                                           ------------
     the purposes of selling any shares of Qualified Common Stock pursuant to
     the terms of the Certificate of Designations and this Agreement. If the
     Company so elects to appoint a Market Agent, it shall instruct the
     Depositary to, and the Depositary shall, deliver such Qualified Common
     Stock to such Market Agent in order to enable the Market Agent to effect
     such a sale. Upon completion of such a sale, the Market Agent will then
     deliver the net proceeds of such sale to the Depositary, which will then
     distribute such proceeds to the Holders in accordance with the terms of the
     Certificate of Designation and this Agreement.

          Section 3.  Voting.
                      ------

               If, during any period of time when the Depositary is holding any
shares of Common Stock for the account of the Holders, the holders of Common
Stock vote on any matter, then: (i) the Company shall give notice to the
Depositary of such vote; (ii) the Holders of the Convertible Preferred Stock
shall instruct the Depositary as to how the shares of Common Stock held by the
Depositary shall be voted; and (iii) the Depositary shall vote in accordance
with such instructions of the Holders of the Convertible Preferred Stock.

          Section 4.  Term.
                      ----

               The Deposit Agreement shall terminate on the first day on which
     no shares of Convertible Preferred Stock are outstanding, and the
     Depositary shall distribute any remaining Excess Proceeds to the Company;
     provided, that, the Company has paid all dividends and no obligations are
     outstanding under any of the Operative Documents.

          Section 5.  Depositary.
                      ----------

               (a)    Duties.  The Depositary's obligations and duties in
                      ------
     connection herewith are those specifically enumerated in this Agreement.
     The Depositary also will deliver copies of reports, invoices, and other
     documents related to the Qualified Common Stock and the Cash Proceeds that
     it has received, as well as an accounting of the Qualified Common Stock and
     the Cash Proceeds, to each of the parties on written request. The
     Depositary's duties will be determined only with reference to this
     Depositary Agreement and applicable laws, and the Depositary is not charged
     with any duties or responsibilities in connection with any other document
     or agreement. The parties acknowledge that the Depositary shall not be
     responsible for any diminution in the value of the Qualified Common Stock
     held by the Depositary or in the value of the Excess Proceeds due to losses
     resulting from authorized investments. The Depositary may use its own bond
     department in executing purchases and sales of authorized investments.

               (b)    Liabilities. The Depositary will not be in any manner
                      -----------
     liable or responsible for the sufficiency, correctness, genuineness, or
     validity of any instruments deposited with it or with reference to the form
     of execution thereof, or the identity, authority, or rights of any person
     executing or depositing same, and the Depositary will

                                       4
<PAGE>

     not be liable for any loss that may occur by reason of forgery, false
     representation, or the exercise of its discretion in any particular manner
     or for any other reason, except for its own gross negligence or willful
     misconduct. Except in instances of the Depositary's own gross negligence or
     willful misconduct, the Company will indemnify, defend, and hold the
     Depositary harmless from any demands, suits, or causes of action arising
     out of this Agreement (including reasonable attorneys' fees). The
     Depositary shall be fully protected in acting in accordance with any
     written instructions given to it hereunder and believed by it to have been
     executed by the proper party or parties. The Depositary may consult with
     counsel regarding any of its duties or obligations hereunder, and shall be
     fully protected in any action taken in good faith in accordance with such
     advice. The costs and expenses of enforcing this right of indemnification
     also shall be paid by the Company. The right of indemnification shall
     survive the termination of this Deposit Agreement and or the resignation or
     removal of the Depositary. Neither the Depositary nor any of its officers,
     directors, employees or agents shall be liable to any person or party for
     any action taken or omitted to be taken by it or any of its officers,
     directors, employees or agents under this Agreement, except in the case of
     Depositary's gross negligence, bad faith or willful misconduct.

               (c)    Receipt.  Upon receipt from the Company of the Qualified
                      -------
     Common Stock and of the Cash Proceeds upon resale of the Qualified Common
     Stock, the Depositary will deliver a written notice to such effect to the
     Company and the Holders.

               (d)    Fees.  The Depositary's fees hereunder will be as set
                      ----
     forth in Schedule 1 and will, together with all its reasonable costs and
     expenses, including its legal fees, be paid by the Company. The fees are
     intended as full compensation for the Depositary's services as contemplated
     by this Deposit Agreement (not including its reasonable costs and
     expenses).

               (e)    Successor Depositary. The Depositary will have the right
                      --------------------
     to resign as Depositary hereunder by delivering 60 days prior notice in
     writing to the Company and the Holders. The Company and the Holders will
     have the right to remove the Depositary at any time by joint written notice
     delivered to the Depositary. If the Depositary resigns or is removed, a
     successor Depositary will be appointed by mutual agreement of the Company
     and the Holders and such resignation or removal will take effect upon such
     appointment. Any successor Depositary at any time serving hereunder will be
     entitled to all rights, powers, and indemnities granted to the Depositary
     hereunder as if originally named herein. If a successor Depositary is not
     named within 30 days after the notice of resignation, the Depositary may
     apply to a court of competent jurisdiction for the appointment of a
     successor Depositary.

               (f)    Disputes. In the event that any dispute arises with
                      --------
     respect to this Agreement or in the event that any claim is made with
     respect to the deposits hereunder, then the Depositary, upon receipt of
     written notice of such dispute, is authorized and directed to retain in its
     possession without liability to any person or party, all of the

                                       5
<PAGE>

     deposits hereunder until such dispute shall have been settled either by the
     mutual agreement of the parties involved or by a final, unappealable order,
     decree or judgment of a court of competent jurisdiction.

               (g)    Federal Income Tax.  All interest earned on the Excess
                      ------------------
     Proceeds shall be considered the currently reportable income, for federal
     income tax purposes, of the party receiving the Excess Proceeds from the
     Depositary.  The Depositary shall file annually information returns with
     the United States Internal Revenue Service and payee statements with the
     Company, documenting such interest payments.  The Company shall provide the
     Depositary with all forms and information necessary to complete such
     information returns and payee statements.  The Company agrees to provide
     the Depositary with a certified tax identification number by signing and
     returning a W-9 (or Form W-8, in the case of non-U.S. persons) to the
     Depositary within 30 days from the date hereof.  The Depositary understands
     that, in the event such tax identification numbers are not certified to the
     Depositary, the Internal Revenue Code, as amended from time to time, may
     require withholding of a portion of any interest or other income earned on
     the investment of the Excess Proceeds.  Should the Depositary become liable
     for the payment of taxes, including withholding taxes, relating to income
     derived from any funds held by the Excess Proceeds or any payment made
     hereunder the Depositary may pay such taxes from the Excess Proceeds.

               (h)    Merger, Consolidation, etc. Any corporation or association
                      --------------------------
     in which the Depositary may be converted or merged, or with which it may be
     consolidated, or to which it may sell or transfer its corporate trust
     business and assets as a whole or substantially as a whole, or any
     corporation or association resulting from any such conversion, sale,
     merger, consolidation or transfer to which it is a party, shall be and
     become successor depositary hereunder and vested with all of the title to
     the assets and all the trusts, powers discretions, immunities, privileges
     and all other matters as was its predecessor, without the execution or
     filing of any instrument or any further act, deed or conveyance on the part
     of any of the parties hereto, anything herein to the contrary
     notwithstanding.

               (i)    Consent to Jurisdiction. Each party hereto hereby
                      -----------------------
     irrevocably submits to the non-exclusive jurisdiction of the courts of the
     United States District Court for the Southern District of New York (or, if
     subject matter jurisdiction in that court is not available, in any state
     court located within the city of New York) over any dispute arising out of
     or relating to this Agreement or any agreement or instrument contemplated
     hereby or entered into in connection herewith or any of the transactions
     contemplated hereby or thereby. Each party hereto irrevocably consents to
     the service of any and all process in any action or proceeding arising out
     of or relating to this Agreement by the mailing of copies of such process
     to the Holder at their address specified in Section 6(d).

                                       6
<PAGE>

          Section 6.  Miscellaneous.
                      -------------

               (a)    Binding Effect. Neither this Agreement nor any of the
                      --------------
     rights or obligations hereunder may be assigned by any party without the
     prior written consent of all other parties to this Agreement. Without
     limiting the generality of the foregoing, the Company agrees to the
     assignment by a Holder of its rights pursuant to this Agreement to any
     Affiliate or subsidiary thereof, any partnership controlled thereby, any
     successor in interest thereto or any lender as collateral security, and
     agree to execute any appropriate agreement or instrument that the Holder
     may reasonably request in order to effect or evidence such assignment or
     consent. Subject to the foregoing, this Agreement shall be binding upon and
     inure to the benefit of the parties hereto and their respective successors
     and assigns, and no other person shall have any right, benefit or
     obligation hereunder.

               (b)    Governing Law. This Agreement shall be construed,
                      -------------
     interpreted and the rights of the parties determined in accordance with the
     internal laws of the State of New York (without reference to its choice of
     law provisions).

               (c)    Titles.  The titles, captions or headings of the Sections
                      ------
     herein are inserted for the convenience of reference only and are not
     intended to be a part of or to affect the meaning or interpretation of this
     Agreement.

               (d)    Notices.  All notices, requests, demands and other
                      -------
     communications which are required or may be given under this Agreement
     shall be in writing and shall be deemed to have been duly given or made
     when received if personally delivered; when transmitted if transmitted by
     telecopy upon receipt of telephonic or electronic confirmation; the day
     after it is sent, if sent for next day delivery to a domestic address by
     recognized overnight delivery service (e.g., Federal Express); and five
     business days after being deposited in the mail, first class or registered,
     postage prepaid.  In each case notice shall be sent to:

               If to Holders of the Convertible Preferred Stock:

               c/o GE Capital Services Structured Finance Group, Inc.
               SFG-P Inc.
               120 Long Ridge Road, 3/rd/ Floor
               Stamford, Connecticut 06927
               Attn.: Portfolio Operations
               Fax No.: (203) 961-2017

               Copy to:

               Kirk A. Davenport
               Latham & Watkins
               885 Third Avenue
               New York, N.Y. 10022
               Fax No.: (212) 751-4864

                                       7
<PAGE>

               If to the Company:

               Crown Castle International Corp.
               510 Bering Drive, Suite 500
               Houston, Texas 77057
               Attn: Secretary and General Counsel
               Fax No.: (713) 570-3150

               Copy to:

               Stephen L. Burns
               Cravath, Swaine & Moore
               Worldwide Plaza
               825 8/th/ Avenue
               New York, N.Y. 10019
               Fax No.: (212) 474-3700

               If to the Depositary:

               United States Trust Company of New York
               114 West 47/th/ Street
               New York, New York 10036-1532
               Attention: Corporate Trust Administration
               Fax No.: (212) 852-1627

     or to such other place and with such other copies as either party may
     designate as to itself by notice given as written notice to the others.

               (e)    Multiple Counterparts. This Agreement may be executed in
                      ---------------------
     two or more counterparts, each of which shall be deemed an original but all
     of which together shall constitute one and the same instrument.

               (f)    Entire Agreement: Modification. This Agreement, together
                      ------------------------------
     with all exhibits and schedules hereto (including the Schedule I)
     Certificate of Designations, constitutes the entire agreement among the
     parties pertaining to the subject matter hereof and supersedes all prior
     agreements, understandings, negotiations and discussions, whether oral or
     written, of the parties. No amendment, supplement, modification or waiver
     of this Agreement shall be binding unless executed in writing by the party
     to be bound thereby. No waiver of any of the provisions of this Agreement
     shall be deemed or shall constitute a waiver of any other provision hereof
     (whether or not similar), nor shall such waiver constitute a continuing
     waiver unless otherwise expressly provided.

                                       8
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed on their respective behalf, by their respective officers
thereunto duly authorized, as of the day and year first written above.

                                         CROWN CASTLE INTERNATIONAL CORP.

                                         By:____________________________________
                                            Name:
                                            Title:



                                         UNITED STATES TRUST COMPANY OF NEW YORK



                                         By:____________________________________
                                            Name:
                                            Title:

<PAGE>

                        SCHEDULE I TO DEPOSIT AGREEMENT

          In connection with the services provided hereunder by the Depositary,
including, without limitation, serving as Depositary, the Depositary shall be
limited to receive an annual payment of fees (not including its expenses) in an
amount equal to $5,000 for so long as it continues to serve as Depositary
hereunder.


<PAGE>
                                                                    Exhibit 99.2

- --------------------------------------------------------------------------------


                         REGISTRATION RIGHTS AGREEMENT


                         Dated as of November 19, 1999

                                     among

                       CROWN CASTLE INTERNATIONAL CORP.,

                                  SFG-P INC.

                                      and

            UNITED STATES TRUST COMPANY OF NEW YORK, as Depositary



- --------------------------------------------------------------------------------
<PAGE>

                         REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
                                                   ---------
entered into as of November 19, 1999, among CROWN CASTLE INTERNATIONAL CORP., a
Delaware corporation (the "Company"), United States Trust Company of New York,
                           -------
as Depositary (the "Depositary") and SFG-P INC. ("SFG-P"), a Delaware
                    ----------                    -----
corporation and a wholly owned subsidiary of GE CAPITAL SERVICES STRUCTURED
FINANCE GROUP, INC.

          This Agreement is made pursuant to the Purchase Agreement dated as of
November 19, 1999, between the Company and SFG-P (the "Purchase Agreement"),
                                                       ------------------
that provides for, among other things, the sale by the Company to SFG-P of
200,000 shares of the Company's 8"% Cumulative Convertible Redeemable Preferred
Stock, liquidation preference $1,000 per share (the "Convertible Preferred
                                                     ---------------------
Stock") and Warrants (the "Warrants") to purchase 1,000,000 shares of Common
                           --------
Stock, par value $.01 per share, of the Company (the "Common Stock").  The
                                                      ------------
Convertible Preferred Stock will be convertible into shares of Common Stock,
subject to adjustment in accordance with the Certificate of Designations,
Preferences and Relative, Participating, Optional and Other Special Rights of
Preferred Stock and Qualifications, Limitations and Restrictions Thereof (the

"Certificate"). The Convertible Preferred Stock, the Common Stock delivered to
- ------------
the Depositary as payment of dividends on the Convertible Preferred Stock, the
Common Stock issuable upon conversion of the Convertible Preferred Stock, the
Warrants and the Common Stock issuable upon exercise of the Warrants are
collectively referred to herein as the "Securities" and each of them as held
                                        ----------
singularly is herein referred to as a "Security." In order to induce SFG-P to
                                       --------
enter into the Purchase Agreement, the Company has agreed to provide to SFG-P
and its direct and indirect transferees, the Depositary (in the event that
dividends are paid by the Company in Common Stock) and the holders of the
Securities from time to time (each of the foregoing a "Holder" and together the
                                                       ------
"Holders"), the registration rights set forth in this Agreement. The execution
 -------
and delivery of this Agreement is a condition to the closing under the Purchase
Agreement.

          In consideration of the foregoing, the parties hereto agree as
follows:

          1.   Shelf Registration.  So long as any Transfer Restricted
               ------------------
Security (as defined in Section 5 hereof) is outstanding, the Company shall take
the following actions:

               (a)    The Company shall, at its cost, prepare and, on or before
60 days after the date of this Agreement (the "Closing Date"), file with the
                                               ------------
Securities and Exchange Commission (the "Commission") and thereafter shall use
                                         ----------
all commercially reasonable efforts to cause to be declared effective on or
prior to 150 days after the Closing Date, a registration statement on the
appropriate form (the "Shelf Registration Statement") covering the offer and
                       ----------------------------
sale of the Transfer Restricted Securities by the Holders thereof from time to
time in accordance with the intended methods of distribution specified by the
Holders (hereinafter, the "Shelf Registration").
                           ------------------

               (b)    Subject to the provisions of Section 5(c) hereof, the
Company shall use all commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective, in order to permit the prospectus
included therein to be lawfully delivered by the Holders of the relevant
Securities, until such time as all the Securities covered by the Shelf
<PAGE>

Registration Statement (i) have been sold pursuant thereto or (ii) cease to be
Transfer Restricted Securities (in any such case, such period being called the
"Shelf Registration Period"). The Company shall be deemed not to have used all
 -------------------------
commercially reasonable efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any action (other
than an action permitted to be taken pursuant to Section 5(c) hereof) that would
result in Holders of Securities covered thereby not being able to offer and sell
such Securities during that period, unless (i) such action is required by
applicable law or (ii) upon the occurrence of any event contemplated by Section
2(b)(v) below, such action is taken by the Company in good faith and for valid
business reasons and the Company thereafter promptly complies with the
requirements of Section 2(h) below if the Company has determined in good faith
that there are no material legal or commercial impediments in so doing.

               (c)    Notwithstanding any other provisions of this Agreement to
the contrary, the Company shall cause (other than information required to be
supplied by the selling Holders pursuant to this Agreement) (i) the Shelf
Registration Statement and the related prospectus and any amendment or
supplement thereto to comply in all material respects with the applicable
requirements of the Securities Act of 1933, as amended (the "Securities Act")
                                                             --------------
and the rules and regulations of the Commission thereunder, (ii) the Shelf
Registration Statement and any amendment thereto not to contain, when it becomes
effective, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading and (iii) any prospectus forming a part of the Shelf Registration
Statement, and any amendment or supplement to such prospectus, not to contain,
as of the date of such prospectus or amendment or supplement, any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished to
the Company by a Holder of Transfer Restricted Securities.

               (d)    (i) If the Company at any time proposes to register any of
its securities under the Securities Act for sale to the public, whether for its
own account or for the account of other security holders or both (except with
respect to registration statements on Forms S-4, S-8 or any successor or similar
forms thereto), each such time it will give written notice to the Holders of
Transfer Restricted Securities of its intention to do so. Upon the written
request of any such Holders of Transfer Restricted Securities, received by the
Company within twenty (20) days after the giving of any such notice by the
Company, the Company will, except as provided below, cause the Transfer
Restricted Securities as to which registration shall have been so requested to
be included with the securities to be covered by the registration statement
proposed to be filed by the Company, all to the extent requisite to permit the
sale or other disposition by the Holders of such Transfer Restricted Securities
so registered in accordance with the plan of distribution contemplated by such
registration statement. In the event that any registration contemplated by this
Section 1(d) shall be, in whole or in part, an underwritten public offering of
securities, the number of Securities and other securities to be included in such
an underwriting may be reduced if and to the extent that the managing
underwriter shall be of the opinion that such inclusion would adversely affect
the marketing of the Securities and/or other securities to be sold therein as
follows: First, all persons (other than the Company, the requesting Holders of
the Transfer Restricted Securities and the requesting stockholders of the
Company

                                       2
<PAGE>

that have registration rights similar to the rights under this paragraph
(d) as of September 14, 1999) who have requested to be registered shall be
reduced in the manner provided by the Company.  Second, in the event that the
number of shares requested to be registered after such reduction shall still be
in excess of the number of shares recommended to be registered by the
underwriters, then the number of shares shall further be reduced pro rata among
the requesting Holders of the Transfer Restricted Securities, according to the
number of shares requested by each such holder to be registered.  Third, in the
event that the number of shares requested to be registered after such reduction
shall still be in excess of the number of shares recommended to be registered by
the underwriters, then the number of shares shall further be reduced in a manner
provided by the Company.  Notwithstanding the foregoing provisions, the Company
may withdraw any registration statement referred to in this Section 1(d) without
thereby incurring any liability to the Holders.

          (ii)  The Holders of the Securities that are not Transfer Restricted
Securities with a Fair Market Value (as defined in Section 5(e) hereof) greater
than $5.0 million but less than $50.0 million (the "Restricted Holders") will
                                                    ------------------
have all of the rights described in paragraph (i) above, provided, however, that
                                                         --------  -------
the Company shall not be required to give any notice to the Restricted Holders
in connection with its intention to register any of its securities for sale to
the public, and provided further, that any Restricted Holder intending to
                -------- -------
participate in the registration must give the Company notice of their intention
to participate in such registration within ten (10) days after a registration
statement in connection with such registration is filed with the Commission.

          2.      Registration Procedures.  In connection with any
                  -----------------------
registration under the Securities Act contemplated by Section 1 hereof, the
following provisions shall apply during the Shelf Registration Period:

          (a)    The Company shall (i) prepare and file with the Commission a
registration statement with respect to such securities, and cause such
registration statement to become and remain effective for the period specified
in Section 1; (ii) furnish, without charge, to the Holders (if so requested by
them) a copy of each such registration statement and each amendment thereto and
each amendment or supplement, if any, to the prospectus included therein and, in
the event that the Holders are selling pursuant to such registration statement,
shall use all commercially reasonable efforts to reflect in each such document,
when so filed with the Commission, such comments as such Holders may reasonably
propose; (iii) include in each such document the names of the Holders, to the
extent provided to the Company, who propose to sell Transfer Restricted
Securities pursuant to such registration statement as selling security holders;
and (iv) file pursuant to Rule 424(b) under the Securities Act an amendment or
supplement to such registration statement or amend or supplement the prospectus
to cover new Holders of Securities who elect to be included therein upon written
notice by such new Holders to that effect.

          (b)    The Company shall give written notice to the Holders (which
notice pursuant to clauses (ii)-(v) below shall be accompanied by an
instruction, if applicable, to suspend the use of the prospectus until the
requisite changes have been made):

                                       3
<PAGE>

          (i)   when each registration statement or any amendment thereto has
     been filed with the Commission and when each registration statement or any
     post-effective amendment thereto has become effective;

          (ii)  of any request by the Commission for amendments or supplements
     to any registration statement or the prospectus included therein or for
     additional information;

          (iii)  of the issuance by the Commission of any stop order
     suspending the effectiveness of any registration statement or the
     initiation of any proceedings for that purpose;

          (iv)   of the receipt by the Company or its legal counsel of any
     notification with respect to the suspension of the qualification of the
     Securities for sale in any jurisdiction or the initiation or threatening of
     any proceeding for such purpose; and

           (v)   of the happening of any event that requires the Company to make
     changes in any registration statement or the prospectus in order that such
     registration statement and/or prospectus do not contain an untrue statement
     of a material fact and do not omit to state a material fact required to be
     stated therein or necessary to make the statements therein (in the case of
     the prospectus, in light of the circumstances under which they were made)
     not misleading, which written notice need not provide any detail as to the
     nature of such event.

        (c)   The Company shall use all commercially reasonable efforts to
obtain the withdrawal as soon as practicable, of any order suspending the
effectiveness of any registration statement.

        (d)    The Company shall furnish to each Holder of Transfer Restricted
Securities included within the coverage of any registration statement, if the
Holder so requests in writing, without charge, one copy of the registration
statement and any post-effective amendment thereto, including financial
statements and schedules and, if the Holder so requests in writing, all exhibits
thereto (other than those, if any, incorporated by reference therein).

        (e)    The Company shall, during the Shelf Registration Period, deliver
to each Holder of Transfer Restricted Securities included within the coverage of
any registration statement, without charge, as many copies of the prospectus
(including each preliminary prospectus) included in the registration statement
and any amendment or supplement thereto as such person may reasonably request.
The Company consents, subject to the provisions of this Agreement, to the use of
the then current prospectus or any amendment thereto, together with any
supplement thereto, by each of the selling Holders in connection with the
offering and sale of the Transfer Restricted Securities covered by the
prospectus, or any amendment or supplement thereto, included in the registration
statement.

        (f)    Prior to any public offering of Securities pursuant to any
registration statement, the Company shall register or qualify or cooperate with
the Holders of the Transfer Restricted Securities included therein and their
respective counsel in connection with the registration or qualification of such
Securities for offer and sale under the securities or "blue

                                       4
<PAGE>

sky" laws of such states of the United States as any such Holder reasonably
requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Securities
covered by the registration statement; provided, however, that the Company shall
not be required to (i) qualify generally to do business in any jurisdiction
where it is not then otherwise required to be so qualified, (ii) take any action
which would subject it to general service of process or to taxation in any
jurisdiction where it is not then so subject or (iii) make any changes to its
certificate of incorporation or by-laws or any agreement between it and its
stockholders.

        (g)    The Company shall cooperate with the Holders of the Transfer
Restricted Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any registration
statement free of any restrictive legends and in such denominations and
registered in such names as the Holders may reasonably request in writing at
least two Business Days prior to the closing of any sale of registrable
securities. For purposes of this Section 2(g), "Business Day" means any day,
                                                ------------
other than a Saturday or Sunday, on which banks in New York are open for
business.

        (h)    Upon the occurrence of any event contemplated by paragraphs (ii)
through (v) of Section 2(b) above during the Shelf Registration Period, the
Company shall use all commercially reasonable efforts to prepare and file as
promptly as practicable (subject to the provisions of Section 5(c) hereof) a
post-effective amendment to the registration statement or an amendment or
supplement to the related prospectus and any other required document so that, as
thereafter delivered to Holders or purchasers of Securities, the prospectus will
not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. If the
Company notifies the Holders, in accordance with paragraphs (ii) through (v) of
Section 2(b) above, to suspend the use of the prospectus until the requisite
changes to the prospectus have been made, then the Holders shall suspend use of
such prospectus.

        (i)    The Company will comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to any registration
of securities pursuant to the Securities Act and will make generally available
to its security holders (or otherwise provide in accordance with Section 11(a)
of the Securities Act) an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act, no later than 45 days after the end of a
12-month period (or 90 days, if such period is a fiscal year) beginning with the
first month of the Company's first fiscal quarter commencing after the effective
date of each registration statement, which statement shall cover such 12-month
period.

        (j)    The Company may require each Holder of Securities to be sold
pursuant to a registration statement to furnish to the Company such information
regarding the Holder and the distribution of the Securities by such Holder as
the Company may from time to time reasonably require for inclusion in the
registration statement and to provide comments on the registration statement,
and the Company may exclude from such registration the Securities of any Holder
that fails to furnish such information.  Each Holder agrees to notify the
Company as promptly as practicable of any inaccuracy or change in information
previously furnished by such Holder to the Company or of the occurrence of any
event in either case as a result of which any

                                       5
<PAGE>

prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such Holder or such Holder's
intended method of disposition of such Transfer Restricted Securities required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, and promptly to furnish to the
Company any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to such Holder or the disposition of such Transfer Restricted
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.

        (k)    The Company shall (i) make available at reasonable times at the
Company's principal place of business for inspection by the Holders of the
Transfer Restricted Securities and any attorney, accountant or other agent
retained by the Holders of the Securities (including underwriters and their
counsel, if applicable) all relevant financial and other records, pertinent
corporate documents and properties of the Company and (ii) cause the Company's
officers, directors, employees, accountants and auditors to supply all relevant
information reasonably requested by the Holders of the Securities or any such
attorney, accountant or agent in connection with any registration statement, in
each case, as shall be reasonably necessary to enable such persons to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act;
provided, however, that the foregoing inspection and information gathering (i)
shall be coordinated by you and, on behalf of the other parties, by one counsel
(the "Designated Counsel") designated by the Holders of a majority in principal
      ------------------
amount of the Transfer Restricted Securities covered by the registration
statement and (ii) shall not be available for any such Holder that is, in the
reasonable judgment of the Company, a competitor of the Company, and provided
further, however, that each such Holder shall be required to maintain in
confidence and not to disclose to any other person any information or records
reasonably designated by the Company as being confidential, until such time as
(A) such information becomes a matter of public record (whether by virtue of its
inclusion in the Shelf Registration Statement or otherwise) through a third
party without an accompanying obligation of confidentiality, or (B) such Holder
shall be required to so disclose such information pursuant to a subpoena or
order of any court or other governmental agency or body having jurisdiction over
the matter (subject to the requirements of such order, and only after such
Holder shall have given the Company prompt prior notice of such requirement), or
(C) such information is required to be set forth in the Shelf Registration
Statement or the prospectus included therein or in an amendment to such Shelf
Registration Statement, prospectus, amendment or supplement, as the case may be,
complies with applicable requirements of the federal securities laws and the
rules and regulations of the Commission and does not contain an untrue statement
of a material fact or omit to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.

        (l)    The Company will use all commercially reasonable efforts to cause
the Common Stock to be sold pursuant to any registration statement to be listed
on the Nasdaq National Market or any other securities exchanges and markets on
which other shares of Common Stock are then listed.

        (m)    The Company shall use all commercially reasonable efforts to take
all other steps necessary to effect the registration of the Transfer Restricted
Securities covered by

                                       6
<PAGE>

any registration statement contemplated by Section 1 in accordance with the plan
of distribution specified by the Holders.

          (n)  The Company shall (if the distribution contemplated by the
registration statement contemplates an underwritten offering), at the request of
any seller of Securities, use its best efforts to furnish on the date that
Securities are delivered to the underwriters for sale pursuant to such
registration: (i) an opinion dated such date of counsel representing the Company
for the purposes of such registration, addressed to the underwriters and to such
seller, stating that such registration statement has become effective under the
Securities Act and that (A) to the best knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Securities
Act, (B) the registration statement, the related prospectus and each amendment
or supplement thereto comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements contained therein) and (C) to such other
effects as reasonably may be requested by counsel for the underwriters or by
such seller or its counsel and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters and to such seller, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion of
such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to the
period ending no more than five (5) business days prior to the date of such
letter) with respect to such registration as such underwriters reasonably may
request.  The Company will not be subject to any of the obligations under this
paragraph (n) unless (i) the applicable distribution of Securities is pursuant
to an underwritten offering and (ii) such distribution contemplates an offering,
the expected gross proceeds of which shall be no less than $75,000,000; provided
further that such obligations will apply to only four such underwritten
offerings.

          (o)  The Company shall (if the distribution contemplated by the
registration statement contemplates an underwritten offering) enter into such
agreements and take such other actions as the sellers of Securities and the
underwriters reasonably request in order to expedite or facilitate the
disposition of such Securities including, without limitation, preparing for and
participating in (including the participation of senior management of the
Company), such number of "road shows" and all such other customary selling
efforts as the underwriters reasonably request in order to expedite or
facilitate such disposition.  In connection with each registration hereunder,
the sellers of Securities will furnish to the Company in writing such
information with respect to themselves and the proposed distribution by them as
shall be reasonably necessary in order to assure compliance with Federal and
applicable state securities laws.  In connection with each registration pursuant
to Section 1 covering an underwritten public offering, the Company and each
seller of Securities agree to enter into a written agreement with the managing
underwriter selected in the manner herein provided in such form and containing
such provisions as are customary in the securities business for such an
arrangement between such underwriter and companies of the Company's size and
investment stature (it being understood that the Company will not require a
selling stockholder to make any representation, warranty or agreement in such
agreement other than with respect to such stockholder, the ownership of such

                                       7
<PAGE>

stockholder's securities being registered and such stockholder's intended method
of disposition).  The representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of the
underwriters in such written agreement with the underwriters shall also be made
to and for the benefit of the selling stockholders. The Company will not be
subject to any of the obligations under this paragraph (o) unless (i) the
applicable distribution of Securities is pursuant to an underwritten offering
and (ii) such distribution contemplates an offering, the expected gross proceeds
of which shall be no less than $75,000,000, provided further that such
obligations will apply to only four such underwritten offerings.

          3.      Registration Expenses.  The Company shall bear all fees
                  ---------------------
and expenses (including filing fees) incurred in connection with the performance
of its obligations under Sections 1 and 2 hereof, whether or not a registration
statement is filed or becomes effective, and shall reimburse the Holders for the
reasonable fees and expenses of Designated Counsel to the Holders.

          4.     Indemnification and Contribution.
                 --------------------------------

                 (a)    In the event of a registration of any of the Transfer
Restricted Securities under the Securities Act pursuant to Section 1, the
Company will indemnify and hold harmless each seller of such Transfer Restricted
Securities thereunder, each underwriter of such Transfer Restricted Securities
thereunder and each other person, if any, who controls such selling Holder or
underwriter within the meaning of the Securities Act, and the Depositary against
any losses, claims, damages or liabilities, joint or several, to which such
selling Holder, underwriter or controlling person or the Depositary may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such Transfer Restricted
Securities were registered under the Securities Act pursuant to Section 1, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
such selling Holder, each such underwriter and each such controlling person and
the Depositary for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished in writing by such selling Holder, such underwriter or such
controlling person and the Depositary specifically for use in such registration
statement or prospectus; and provided further, however, that the Company will
not be liable to such selling Holder, such underwriter or such controlling
person and the Depositary, as the case may be, with respect to any preliminary
prospectus to the extent that the Company shall sustain the burden of providing
that any such loss, claim, damage, liability or action resulted from the fact
that such selling Holder, such underwriter or such controlling person and the
Depositary, as the case may be, failed to send or deliver a copy of the
prospectus (in the form it was first provided to such parties for confirmation
of sales) if: (1) the Company has previously furnished copies to such selling
Holder, such underwriter or such controlling person and the Depositary, as the
case may be, in accordance with this Agreement, at

                                       8
<PAGE>

or prior to the written confirmation of the sale of such Securities to such
person and the loss, claim, damage, liability or action of such selling Holder,
such underwriter or such controlling person and the Depositary, as the case may
be, resulted from an untrue statement or omission of a material fact contained
in or omitted from the preliminary prospectus that was corrected in the final
prospectus and (2) such failure to give or send such final prospectus prior to
the written confirmation of such sale to the party or parties asserting such
loss, claim, damage, liability or action would have constituted the sole defense
of the claim asserted by such person.

          (b)  In the event of a registration of any of the Transfer Restricted
Securities under the Securities Act pursuant to Section 1, each selling Holder
of such Transfer Restricted Securities thereunder, severally and not jointly,
will indemnify and hold harmless the Company, each person, if any, who controls
the Company within the meaning of the Securities Act, each officer of the
Company who signs the registration statement, each director of the Company, each
underwriter and each person who controls any underwriter within the meaning of
the Securities Act, against all losses, claims, damages or liabilities, joint or
several, to which the Company or such officer, director, underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such loses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration statement under
which such Transfer Restricted Securities were registered under the Securities
Act pursuant to Section 1, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and each such officer, director,
underwriter and controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that such selling Holder
will be liable hereunder in any such case if and only to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission of a material fact made in reliance upon and in conformity with
information pertaining to such seller, as such, furnished in writing to the
Company by such seller specifically for use in such registration statement or
prospectus; and provided further, however, that the liability of each selling
Holder hereunder shall be limited to the proportion of any such loss, claim,
damage, liability or expense which is equal to the proportion that the public
offering price of the shares sold by such selling Holder under such registration
statement bears to the total public offering price of all securities sold
thereunder, but not in any event to exceed the proceeds received by such selling
Holder from the sale of Transfer Restricted Securities covered by such
registration statement.

          (c)  Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 4 and shall only relieve
it from any liability which it may have to such indemnified party under this
Section 4 if and to the extent the indemnifying party is prejudiced by such
omission.  In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the

                                       9
<PAGE>

extent it shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 4 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that, if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the
right to select a separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the reasonable
expenses and fees of such separate counsel and other reasonable expenses related
to such participation to be reimbursed by the indemnifying party as incurred.

          (d)   In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any
indemnified party exercising rights under the Agreement, or any controlling
person of any selling Holder, makes a claim for indemnification pursuant to this
Section 4 but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this Section 4 provides for
indemnification in such case, (ii) contribution under the Securities Act may be
required on the part of any such selling Holder or any such controlling person
in circumstances for which indemnification is provided under this Section 4, or
(iii) the indemnification provided for by this Section 4 is insufficient to hold
harmless an indemnified party, other than by reason of the exceptions provided
therein; then, and in each such case, the Company and such selling Holder will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after contribution from others) (x) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the indemnified party on the other or (y) if the allocation provided by
clause (x) above is not permitted by applicable law, or provides a lesser sum to
the indemnified party than the amount hereinafter calculated, in such proportion
as is appropriate to reflect not only the relative fault referred to in clause
(x) above but also the relative benefits received by the indemnifying party and
the indemnified party from the offering of the securities (taking into account
the portion of the proceeds of the offering received by each such party) as well
as the statements or omissions which resulted in such losses, claims, damages or
liabilities and any other relevant equitable considerations.  No selling Holder
of Transfer Restricted Securities will be required to contribute any amount in
excess of the proceeds received by such selling Holder in respect of all such
Transfer Restricted Securities offered and sold by it pursuant to such
registration statement and no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.

          The relative fault of the Company on the one hand and the Holder of
Transfer Restricted Securities on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Holder

                                       10
<PAGE>

of Transfer Restricted Securities, and the parties" relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

          5.  Additional Dividends Under Certain Circumstances
              ------------------------------------------------

              (a)   Additional dividends (the "Additional Dividends") shall
                                               --------------------
accrue with respect to the Securities which are Transfer Restricted Securities
upon the occurrence of any of the following events (each such event in clauses
(i), (ii) and (iii) below being herein called a "Registration Default"):
                                                 --------------------

                    (i)  if by 60 days after the Closing Date, the Shelf
     Registration Statement has not been filed with the Commission ;

                    (ii)  if by 150 days after the Closing Date, the Shelf
     Registration Statement has not been declared effective by the Commission;
     or

                    (iii) if after the Shelf Registration Statement is declared
     effective (A) the Shelf Registration Statement thereafter ceases to be
     effective; or (B) the Shelf Registration Statement or the related
     prospectus ceases to be usable (in each case except as permitted in
     paragraph (c) below) in connection with resales of Transfer Restricted
     Securities in accordance with and during the periods specified herein
     because either (1) any event occurs as a result of which the related
     prospectus forming part of the Shelf Registration Statement would include
     any untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein in the light of the circumstances
     under which they were made not misleading, or (2) it shall be necessary to
     amend the Shelf Registration Statement or supplement the related prospectus
     to comply with the Securities Act or the Exchange Act or the respective
     rules thereunder.

              (b)   Additional Dividends shall accrue with respect to the
Securities which are Transferred Restricted Securities from and including the
date on which any such Registration Default shall occur until all such
Registration Defaults have been cured according to the following:

                    (i)   with respect to the first 90-day period following the
     occurrence of such Registration Default, at a rate of $1,000,000 per year;
     and

                    (ii)  with respect to any period beyond 90 days following
     the occurrence of such Registration Default, increasing at a rate of an
     additional $1,000,000 per year for each succeeding 90-day period beyond the
     first 90-day period; provided, however, that the maximum amount of
     Additional Dividends for all Registration Defaults may not exceed
     $1,000,000 per year.

          The amount of Additional Dividends for each share of the Securities
shall be determined by multiplying the applicable Additional Dividends,
specified above, by a fraction, the numerator of which is the number of days
such Additional Dividends rate was applicable during such period (determined on
the basis of a 360-day year comprised of twelve 30-day months), and the
denominator of which is 360.

                                      11
<PAGE>

               (c)    A Registration Default referred to in Section 5(a)(iii)
shall be deemed not to have occurred and be continuing in relation to the Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of one of the following, each of which
is referred to herein as a "Permitted Interruption": (x) the filing of a post-
                            ----------------------
effective amendment to the Shelf Registration Statement to incorporate annual
audited financial information with respect to the Company where such post-
effective amendment is not yet effective and needs to be declared effective to
permit Holders to use the related prospectus; (y) there has occurred material
business developments with respect to the Company that would need to be
described in the Shelf Registration Statement or the related prospectus to make
such Shelf Registration Statement or related prospectus accurate and complete;
or (z) the Company has undertaken to pursue public offering of equity
securities; provided that, in the case of clause (y) above, the Company proceeds
promptly and in good faith to amend or supplement the Shelf Registration
Statement and related prospectus so that it may be used for the intended
purposes and in any such case, uses all reasonable efforts to have such
amendment or supplement approved by the Commission and declared effective (as
necessary), if the Company has determined in good faith that there are no
material legal or commercial impediments in so doing; and provided further,
however, that a Permitted Interruption shall expire and will not prevent a
Registration Default from occurring or continuing to the extent such Permitted
Interruption exceeds 45 days for a single period, 75 days in the aggregate in
any one-year period or 150 days in the aggregate during any two-year period.
Additional Dividends shall accrue in accordance with the foregoing sentence from
the date that such Permitted Interruption expires until such Registration
Default is cured. In addition, a Registration Default referred to in Section
5(a)(iii) shall be deemed not have occurred and be continuing during the period
in which an Investor (as defined in the Certificate of Designations) is
exercising its registration rights pursuant to Section 1(d).

               (d)    Any amounts of Additional Dividends due pursuant to this
Section 5 will be payable on such terms and conditions as may be provided in the
Certificate with respect to the payment of dividends on the Convertible
Preferred Stock. Notwithstanding anything to the contrary contained in this
Section 5, the Company will not be required to pay Additional Dividends with
respect to more than one Registration Default during any single period.

               (e)    "Transfer Restricted Securities" means each Security (i)
                       ------------------------------
so long as it is held by the Investor, or (ii) held by any Holder other than the
Investor, for so long as such Holder holds Securities with a Fair Market Value
of at least $50.0 million; in each case until (x) the date on which such
Security has been effectively registered under the Securities Act and disposed
of in accordance with the Shelf Registration Statement or (y) the date on which
such Security is sold to the public pursuant to Rule 144 under the Securities
Act (or any successor rule thereof). For purposes of this paragraph (e) the term
"Fair Market Value" shall mean the average of the mean between the closing
 -----------------
representative bid and asked prices for the Common Stock held by such Holder or
into which the Securities held by such Holder are convertible or exercisable, as
the case may be, on the last 30 trading days previous to the date of
determination as reported by NASDAQ National Markets or a successor quotation
system.

          6.   Changes in Capital Stock; Successor.
               -----------------------------------

                                      12
<PAGE>

               (a)  If, and as often as, there is any change in any of the
Securities by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Securities as so changed.

               (b)  If the Company consolidates or merges into or with, another
person or sells, assigns, conveys, transfers, leases or otherwise disposes of
all or a majority of its assets to any person or group, or any person or group
consolidates with, or merges into or with, the Company, each holder of Transfer
Restricted Securities shall, as a condition to the relevant transaction
involving such person, group or successor in business, be granted by such
person, group or successor in business (each a "Successor"), equivalent rights
                                                ---------
to the rights granted hereunder.

          7.   Miscellaneous.
               -------------

               (a)  Rule 144 and Rule 144A. So long as any Transfer Restricted
                    ----------------------
Security is outstanding, the Company shall use all commercially reasonable
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Transfer Restricted Securities, make publicly available other information so
long as necessary to permit sales of its securities pursuant to Rules 144 and
144A. The Company covenants that, if in the event the Company is no longer
subject to Sections 13 or 15(d) of the Exchange Act, it will take such further
action as any Holder of Transfer Restricted Securities may reasonably request,
all to the extent required from time to time to enable such Holder to sell
Transfer Restricted Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)). The Company will provide a copy
of this Agreement to prospective purchasers of Securities identified to the
Company by any holder upon request.

          Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.

               (b)  No Inconsistent Agreements. The rights granted to the
                    --------------------------
Holders hereunder do not, and will not for the term of this Agreement in any way
conflict with and are not, and will not during the term of this Agreement be
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any other agreements entered into by the
Company.

               (c)  Entire Agreement; Amendments and Waivers. This Agreement and
                    ----------------------------------------
the other writings referred to herein, delivered pursuant hereto or executed in
connection with the offer and sale of the Convertible Preferred Stock and the
Warrants and subsequent registration by the Company of Transfer Restricted
Securities (including the Purchase Agreement, Deposit Agreement, Warrant
Agreement and Certificate of Designations) contain the entire understanding of
the parties with respect to its subject matter. This Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter (including the Commitment Letter, dated as of September 14, 1999,
among the Company and GE

                                      13
<PAGE>

Capital Services Structured Finance Group, Inc.). The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions here of may not be given, otherwise than with
the prior written consent of the Company and the Holders of a majority of the
Transfer Restricted Securities affected by such amendment, modification,
supplement, waiver or consents.

               (d)  Notices. All notices and other communications provided for
                    -------
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder, at the most current address given by such Holder to the Company
by means of a notice given in accordance with the provisions of this Section
7(d), which address initially is, with respect to SFG-P, the address set forth
in the Purchase Agreement; and (ii) if to the Company, initially at the
Company's address set forth in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 7(d).

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged telephonically or electronically, if telecopied; and on the next
business day, if timely delivered to an air courier guaranteeing overnight
delivery (e.g., Federal Express) and upon receipt if sent by certified or
registered mail, return receipt requested.

               (e)  Successors and Assigns. This Agreement shall inure to the
                    ----------------------
benefit of and be binding upon the successors, assigns and transferees of SFG-P,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided, however, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Transfer Restricted Securities, in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities, such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such person shall be entitled to
receive the benefits hereof.

               (f)  Third Party Beneficiary. Each Holder shall be a third party
                    -----------------------
beneficiary of the agreements made hereunder between the Company, on the one
hand, and SFG-P, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder.

               (g)  Counterparts. This Agreement may be executed in any number
                    ------------
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

               (h)  Headings. The headings in this Agreement are for convenience
                    --------
of reference only and shall not limit or otherwise affect the meaning hereof.

                                      14

<PAGE>

               (i)    GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
                      -------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE of NEW YORK WITHOUT GIVING
EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME.

               (j)    Submission to Jurisdiction.  Each party hereto irrevocably
                      --------------------------
submits to the non-exclusive jurisdiction of the courts of the United States
District Court for the Southern District of New York (or, if subject matter
jurisdiction in that court is not available, in any state court located within
the city of New York) over any dispute arising out of or relating to this
Agreement or any agreement or instrument contemplated hereby or entered into in
connection herewith or any of the transactions contemplated hereby or thereby.
Each party hereto irrevocably consents to the service of any and all process in
any action or proceeding arising out of or relating to this Agreement by the
mailing of copies of such process to such party at their address specified in
Section 7(d).

               (k)    Severability. In the event that any one or more of
                      ------------
the provisions contained herein, or the application there of in any
circumstance, is held invalid, illegal or unenforceable, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.

               (l)    Securities Held by the Company or Any of Its Affiliates.
                      -------------------------------------------------------
Whenever the consent or approval of Holders of a specified percentage of
Transfer Restricted Securities is required hereunder, Securities held by the
Company or any of its affiliates (other than the Investor) (as such term is
defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

                            [Signature Page Follows]

                                      15

<PAGE>
               IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

                                                CROWN CASTLE INTERNATIONAL CORP.


                                                By: _______________________
                                                    Name:
                                                    Title:


CONFIRMED AND ACCEPTED,
as of the date first above written:


SFG-P INC.


     By: __________________________
         Name:
         Title:


UNITED STATES TRUST COMPANY OF NEW YORK,
as Depositary


     By: __________________________
         Name:
         Title:


<PAGE>

                                                                    Exhibit 99.3
================================================================================








                    _______________________________________


                               WARRANT AGREEMENT

                         Dated as of November 19, 1999

                                 by and among

                       Crown Castle International Corp.

                                      and

                   United States Trust Company of New York,

                               as Warrant Agent

                    _______________________________________








================================================================================
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>            <C>                                                                  <C>
Section 1.     Certain Definitions................................................   1
Section 2.     Appointment of Warrant Agent.......................................   3
Section 3.     Issuance of Warrants; Warrant Certificates.........................   3
Section 4.     Terms of Warrants; Exercise of Warrants............................   6
Section 5.     Separation of Warrants.............................................   7
Section 6.     Payment of Taxes...................................................   7
Section 7.     Reservation of Warrant Shares......................................   8
Section 8.     Obtaining Stock Exchange Listings..................................   8
Section 9.     Adjustment of Exercise Price and Number of Warrant Shares..........   9
Section 10.    Statement on Warrants..............................................  18
Section 11.    Capital and Ownership Structure....................................  18
Section 12.    Fractional Interest................................................  18
Section 13.    Notices to Warrant Holders.........................................  18
Section 14.    Merger, Consolidation or Change of Name of Warrant Agent...........  20
Section 15.    Warrant Agent......................................................  20
Section 16.    Resignation and Removal of Warrant Agent; Appointment of Successor.  22
Section 17.    Registration Rights................................................  23
Section 18.    Certain Covenants..................................................  23
Section 19.    Notices to Company and Warrant Agent...............................  24
Section 20.    Entire Agreement, Supplements and Amendments.......................  24
Section 21.    Enforcement........................................................  25
Section 22.    Successors.........................................................  25
Section 23.    Governing Law......................................................  25
Section 24.    Consent to Jurisdiction............................................  25
Section 25.    Termination........................................................  26
Section 26.    Benefits of This Agreement.........................................  26
Section 27.    Counterparts.......................................................  26
</TABLE>
                                    EXHIBITS
                                    --------
<TABLE>
<S>                                                     <C>
EXHIBIT A..............................................   Form of Warrants
EXHIBIT B..............................................   Registration Rights Agreement
</TABLE>

                                       1
<PAGE>

     WARRANT AGREEMENT, dated as of November 19, 1999 (the "Agreement"), between
Crown Castle International Corp., a Delaware corporation (the "Company"), and
United States Trust Company of New York, as warrant agent (the "Warrant Agent").

     WHEREAS, the Company proposes to issue warrant, as hereinafter described
(the "Warrant"), to purchase up to an aggregate of 1,000,000 shares of Common
Stock (as defined below), in connection with the offering of an aggregate of
200,000 shares of the Company's Series A and Series B 8.25% Cumulative
Convertible Redeemable Preferred Stock (the "Convertible Preferred Stock") and
the Warrant entitling the Holder thereof to purchase 1,000,000 shares of Common
Stock.

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance of Warrant Certificates (as defined below) and other matters as
provided herein.

     NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, and for the purpose of defining the respective rights and
obligations of the Company, the Warrant Agent and the Holder (as defined below),
the parties hereto agree as follows:

Section 1.  Certain Definitions.

     As used in this Agreement, the following terms shall have the following
respective meanings:

     "Affiliate" shall have the meaning assigned to that term in the Certificate
of Designations.

     "Business Day" means a day other than a Saturday or Sunday or any federal
holiday.

     "Capital Stock" shall have the meaning assigned to that term in the
Certificate of Designations.

     "Certificate of Designations" means that certain Certificate of
Designations, Preferences, and Relative Participating, Optional and Other
Special Rights of Preferred Stock and Qualification, Limitations and
Restrictions Thereof, governing the Convertible Preferred Stock.

     "Change of Control" has the meaning assigned to that term in the
Certificate of Designations.

     "Change of Control Exercise Date" has the meaning assigned to that term in
Section 9(g) hereof.

     "Closing Date" means the date hereof.

     "Commission" means the Securities and Exchange Commission.

     "Common Equity Securities" means Common Stock and Rights, excluding the
Warrants.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Company, and any other Capital Stock of the Company into which such common stock
may be converted or reclassified or that may be issued in respect of, in
exchange for, or in substitution for, such common stock by reason of any stock
splits, stock dividends, distributions, mergers, consolidations or other like
events.

     "Company" means Crown Castle International Corp., a Delaware corporation,
and its successors and assigns.

                                       1
<PAGE>

     "Current Market Price" hall have the meaning assigned to that term in the
Certificate of Designations.

     "Determination Date" shall have the meaning assigned to it in Section 9(f)
hereof.

     "Disinterested Director" means, in connection with any issuance of
securities that gives rise to a determination of the Current Market Price
thereof, each member of the Board of Directors who is not an officer, employee,
director or other Affiliate of the party to whom the Company is proposing to
issue the securities giving rise to such determination.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exercise Date" means any time on or after the issuance of the Warrants.

     "Exercise Price" means the purchase price per share of Common Stock to be
paid upon the exercise of each Warrant in accordance with the terms hereof,
which price shall initially be $26.875, subject to adjustment from time to time
pursuant to Sections 9 hereof.

     "Expiration Date" means the close of business on the 5th anniversary of the
Closing Date.

     "Holder" means a person in whose name the Warrants are registered.

     "Investor" shall have the meaning assigned to that term in the Certificate
of Designations.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Warrant Agent in form and substance reasonably acceptable to
the Warrant Agent.  The counsel may be an employee of or counsel to the Company,
any subsidiary of the Company or the Warrant Agent.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof, including any
subdivision or ongoing business of any such entity or substantially all of the
assets of any such entity, subdivision or business.

     "Private Placement Legend" means the legend set forth in Section 3.5 to be
placed on all Warrants issued under this Warrant Agreement except where
otherwise permitted by the provisions of this Warrant Agreement.

     "Registration Rights Agreement" shall have the meaning assigned to that
term in the Certificate of Designations.

     "Rights" shall have the meaning assigned to that term in the Certificate of
Designations.

     "Securities Act" means the Securities Act of 1933, as amended.

                                       2
<PAGE>

     "Stockholder Agreement" shall have the meaning assigned to that term in the
Certificate of Designations.

     "Subsidiary" shall have the meaning assigned to that term in the
Certificate of Designations.

     "TdF" shall have the meaning assigned to that term in the Certificate of
Designations.

     "Trading Day" shall have the meaning assigned to that term in the
Certificate of Designations.

     "Transfer Date" means two years from the date of issuance of the Warrants.

     "Triggering Distribution" shall have the meaning assigned to it in Section
9(f) hereof.

     "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

     "Voting Stock" shall have the meaning assigned to that terms in the
Certificate of Designations.

     "Warrant Agent" means United States Trust Company of New York or the
successor or successors of such Warrant Agent appointed in accordance with the
terms hereof.

     "Warrant Countersignature Order" shall have the meaning assigned to that
term in Section 3.3 hereof.

     "Warrant Shares" means the shares of Common Stock issued or issuable upon
the exercise of the Warrants.

Section 2.  Appointment of Warrant Agent.

     The Company hereby appoints the Warrant Agent to act as agent for the
Company in accordance with the instructions set forth hereinafter in this
Agreement, and the Warrant Agent hereby accepts such appointment.

Section 3.  Issuance of Warrants; Warrant Certificates.

     3.1.   Form and Dating.

     The Warrants shall be substantially in the form of Exhibit A hereto (the
"Warrant Certificates").  The Warrants may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company), and shall bear the legend
required by Section 3.5 hereof.  Each Warrant shall be dated the date of the
countersignature by the Warrant Agent.

     The terms and provisions contained in the Warrants shall constitute, and
are hereby expressly made, a part of this Warrant Agreement. The Company and the
Warrant Agent, by their execution and delivery of this Warrant Agreement,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Warrant conflicts with the express provisions
of this Warrant Agreement, the provisions of this Warrant Agreement shall govern
and be controlling.

     The Warrants shall be issued initially in definitive form represented by a
certificated Warrant, which shall be deposited with the Warrant Agent.

                                       3
<PAGE>

     The Warrants may be issued in the form of one or more fully registered
global certificates with the global securities legend and restricted securities
legend.

     3.2.   Execution.

     An Officer shall sign the Warrants for the Company by manual or facsimile
signature.

     If the Officer whose signature is on a Warrant no longer holds that office
at the time a Warrant is countersigned, the Warrant shall nevertheless be valid.

     3.3.   Registration and Countersignature.

     The Warrant Agent, on behalf of the Company, shall number and register the
Warrant Certificates in a register as they are issued by the Company.

     Warrant Certificates shall be manually countersigned by the Warrant Agent
and shall not be valid for any purpose unless so countersigned. The Warrant
Agent shall, upon written instructions of the Chairman of the Board, the
President or the Treasurer of the Company (the "Warrant Countersignature
Order"), initially countersign, issue and deliver Warrants entitling the Holders
thereof to purchase not more than the number of Warrant Shares referred to above
in the first recital hereof and shall countersign and deliver Warrants as
otherwise provided in this Agreement. Any such Warrant Countersignature Order to
the Warrant Agent described herein shall specify (in addition to the number of
Warrants) the date on which the original issue of Warrants is to be
countersigned.

     The Company and the Warrant Agent may deem and treat the Holder(s) of the
Warrant Certificates as the absolute owner(s) thereof (notwithstanding any
notation of ownership or other writing thereon made by anyone), for all
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

     3.4.   Holder Lists.

     The Warrant Agent shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders.

     3.5.   Registration of Transfers and Exchanges.

     The Warrant Agent shall from time to time register the transfer of any
outstanding Warrant Certificates upon the records to be maintained by it for
that purpose, upon surrender thereof accompanied (if so required by it) by a
written instrument or instruments of transfer in form satisfactory to the
Warrant Agent, duly executed by the registered Holder or Holders thereof or by
the duly appointed legal representative thereof or by a duly authorized
attorney. Upon any such registration of transfer, a new Warrant Certificate
shall be issued to the transferee(s) and the surrendered Warrant Certificate
shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall
thereafter be disposed of in a manner satisfactory to the Company.

     The Warrant Holders agree that prior to any proposed transfer of the
Warrant or of the Warrant Shares, if such transfer is not made pursuant to an
effective Registration Statement under the Securities Act, or an opinion of
counsel, reasonably satisfactory in form and substance to the Company, that the
Warrant or Warrant Shares may be sold publicly without registration under the
Securities Act, the Warrant Holder will, if requested by the Company, deliver to
the Company:

                                       4
<PAGE>

          (1)  an investment covenant reasonably satisfactory to the Company
     signed by the proposed transferee;

          (2)  an agreement by such transferee to the impression of the
     restrictive investment legend set forth below on the Warrant or the Warrant
     Shares;

          (3)  an agreement by such transferee that the Company may place a
     notation in the stock books of the Company or a "stop transfer order" with
     any transfer agent or registrar with respect to the Warrant Shares; and

          (4)  an agreement by such transferee to be bound by the provisions of
     this Section 3.5 relating to the transfer of such Warrant or Warrant
     Shares.

     The Warrant Holders agree that each certificate representing Warrant Shares
will bear the following legend:

          "The securities evidenced or constituted hereby have been acquired for
          investment and have not been registered under the Securities Act of
          1933, as amended. Such securities may not be sold, transferred,
          pledged or hypothecated unless the registration provisions of said Act
          have been complied with or unless the Company has received an opinion
          of counsel reasonably satisfactory to the Company that such
          registration is not required."

     Warrant Certificates may be exchanged at the option of the Holder(s)
thereof, when surrendered to the Warrant Agent at its office for another Warrant
Certificate or other Warrant Certificates of like tenor and representing in the
aggregate a like number of Warrants.  Warrant Certificates surrendered for
exchange shall be cancelled by the Warrant Agent.  Such cancelled Warrant
Certificates shall then be disposed of by such Warrant Agent in a manner
satisfactory to the Company.

     The Warrant Agent is hereby authorized to countersign, in accordance with
the provisions of this Section 3.5 and of Section 3.3 hereof, the new Warrant
Certificates required pursuant to the provisions of Section 3.6 hereof.

     3.6.   Replacement Warrant Certificate.

     If any mutilated Warrant Certificate is surrendered to the Warrant Agent or
the Company, or the Warrant Agent or the Company receives evidence to its
satisfaction of the destruction, loss or theft of any Warrant Certificate, the
Company shall issue and the Warrant Agent, upon receipt of a Warrant
Countersignature Order, shall countersign a replacement Warrant Certificate if
the requirements of the Warrant Agent and of Section 8-405 of the Uniform
Commercial Code as in effect in the State of New York are met.  If required by
the Warrant Agent or the Company, an indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Warrant Agent and the Company
to protect the Company, the Warrant Agent, and any agent for purposes of the
countersignature from any loss that any of them may suffer if a Warrant
Certificate is replaced.  The Company may charge for its expenses in replacing a
Warrant Certificate.

     Every replacement Warrant Certificate is an additional obligation of the
Company and shall be entitled to all of the benefits of this Warrant Agreement
equally and proportionately with all other Warrants duly issued hereunder.

                                       5
<PAGE>

     3.7.   Temporary Warrant Certificates

     Until certificates representing Warrants are ready for delivery, the
Company may prepare and the Warrant Agent, upon receipt of a Warrant
Countersignature Order, shall authenticate temporary Warrant Certificates.
Temporary Warrant Certificates shall be substantially in the form of
certificated Warrants but may have variations that the Company considers
appropriate for temporary Warrant Certificates and as shall be reasonably
acceptable to the Warrant Agent.  Without unreasonable delay, the Company shall
prepare and the Warrant Agent shall countersign definitive Warrant Certificates
in exchange for temporary Warrant Certificates.

     Holders of temporary Warrant Certificates shall be entitled to all of the
benefits of this Warrant Agreement.

     3.8.   Cancellation.

     Subject to Section 3.7 hereof, the Company at any time may deliver Warrant
Certificates to the Warrant Agent for cancellation.  The Warrant Agent and no
one else shall cancel all Warrant Certificates surrendered for registration of
transfer, exchange, exercise, replacement or cancellation (subject to the record
retention requirement of the Exchange Act).  The Company may not issue new
Warrant Certificates to replace Warrants that have been exercised or that have
been delivered to the Warrant Agent for cancellation.

Section 4.  Terms of Warrants; Exercise of Warrants.

     Subject to the terms of this Agreement, each Warrant Holder shall have the
right, which may be exercised commencing at the opening of business on the
Exercise Date and ending at the close of business on the Expiration Date (such
period, the "Exercise Period"), to receive from the Company the number of fully
paid and nonassessable Warrant Shares which the Holder may at the time be
entitled to receive on exercise of such Warrants and payment of the Exercise
Price in the manner provided below.  Each Holder may only exercise its right
during the Exercise Period on a net basis, such that, without the exchange of
any funds, the Holder receives that number of Warrant Shares otherwise issuable
(or payable) upon exercise of its Warrants less that number of Warrant Shares
having an aggregate fair market value (as defined below) at the time of exercise
equal to the aggregate Exercise Price that would otherwise have been paid by the
Holder of the Warrant Shares had the Exercise Price been paid in cash.  Each
Warrant not exercised prior to the Expiration Date shall become void and all
rights in respect thereof under this Agreement shall cease as of such time.  No
adjustments as to dividends will be made upon exercise of the Warrants.

     In order to exercise all or any of the Warrants represented by a Warrant
Certificate, the Holder thereof must (i) surrender for exercise the Warrant
Certificate to the Company at the office of the Warrant Agent at its New York
corporate trust office, and (ii) deliver to the Company at the office of the
Warrant Agent the form of election to purchase on the reverse thereof duly
filled in and signed, which signature shall be a medallion guaranteed by an
institution which is a member of a Securities Transfer Association recognized
signature guarantee program, and upon payment to the Warrant Agent for the
account of the Company of the Exercise Price, which is set forth in the form of
Warrant Certificate as adjusted as herein provided, for the number of Warrant
Shares in respect of which such Warrants are then exercised.

                                       6
<PAGE>

     For purposes of this Section 4, the fair market value of the Warrants shall
be determined as follows:  (A) to the extent the Common Stock is publicly traded
and listed on the Nasdaq National Market or a national securities exchange, the
fair market value shall be equal to the greater of (1) the difference between
(a) the average closing price as quoted on the Nasdaq National Market of the
Common Stock for each of the 10 trading days immediately prior to the exercise
date (or, if the Common Stock is listed on a national securities exchange, the
average closing price as reported on such national securities exchange during
such 10-trading-day period) and (b) the Exercise Price, and (2) zero; or (B) to
the extent the Common Stock is not publicly traded, or otherwise is not listed
on a national securities exchange, the fair market value shall be equal to the
value per share as determined in good faith by the Board of Directors of the
Company.

     Upon surrender of Warrant Certificates and payment of the Exercise Price as
provided above, the Warrant Agent shall thereupon promptly notify the Company,
and the Company shall promptly transfer to the Holder of such Warrant
Certificate a certificate or certificates of Common Stock for the appropriate
number of Warrant Shares or other securities or property (including any money)
to which the Holder is entitled, registered or otherwise placed in, or payable
to the order of, such name or names as may be directed in writing by the Holder,
and shall deliver such certificate or certificates representing the Warrant
Shares and any other securities or property (including any money) to the person
or persons entitled to receive the same, together with an amount in cash in lieu
of any fraction of a share as provided in Section 12 hereof.  Any such
certificate or certificates representing the Warrant Shares shall be deemed to
have been issued and any person so designated to be named therein shall be
deemed to have become a Holder of record of such Warrant Shares as of the date
of the surrender of such Warrant Certificates and payment of the Exercise Price.

     The Warrants shall be exercisable commencing on the Exercise Date, at the
election of the Holders thereof, either in full or from time to time in part.
If less than all the Warrants represented by a Warrant Certificate are
exercised, such Warrant Certificate shall be surrendered and a new Warrant
Certificate of the same tenor and for the number of Warrants which were not
exercised shall be executed by the Company and delivered to the Warrant Agent
and the Warrant Agent shall countersign the new Warrant Certificate, registered
in such name or names as may be directed in writing by the Holder, and shall
deliver the new Warrant Certificate to the Person or Persons entitled to receive
the same.

     All Warrant Certificates surrendered upon exercise of Warrants shall be
canceled by the Warrant Agent.  The Warrant Agent shall account promptly to the
Company with respect to Warrants exercised and concurrently pay to the Company
all monies received by the Warrant Agent for the purchase of the Warrant Shares
through the exercise of such Warrants.  The Warrant Agent shall keep copies of
this Agreement and any notices given or received hereunder by or from the
Company available for inspection by the Holders during normal business hours at
its office.  The Company shall supply the Warrant Agent from time to time with
such numbers of copies of this Agreement as the Warrant Agent may reasonably
request.

Section 5.  Separation of Warrants.

     Warrants shall be transferable separately from the Convertible Preferred
Stock.

Section 6.  Payment of Taxes.

     The Company will pay all documentary stamp taxes attributable to the
initial issuance of Warrant Shares upon the exercise of Warrants; provided that,
in each case, the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue of any Warrant

                                       7
<PAGE>

Certificates or any certificates for Warrant Shares in a name other than that of
the Holder of a Warrant Certificate surrendered upon the exercise of a Warrant,
and the Company shall not be required to issue or deliver such Warrant
Certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

Section 7.  Reservation of Warrant Shares.

     The Company will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued Common
Stock or its authorized and issued Common Stock held in its treasury, for the
purpose of enabling it to satisfy any obligation to issue Warrant Shares upon
exercise of Warrants, the maximum number of shares of Common Stock which may
then be deliverable upon the exercise of all outstanding Warrants.

     The Company or, if appointed by the Company, the transfer agent for the
Common Stock (the "Transfer Agent") and every subsequent transfer agent for any
shares of the Company's Capital Stock issuable upon the exercise of any of the
rights of purchase aforesaid will be irrevocably authorized and directed at all
times to reserve such number of authorized shares as shall be required for such
purpose.  The Company shall keep a copy of this Agreement on file with the
Transfer Agent and with every subsequent transfer agent for any shares of the
Company's Capital Stock issuable upon the exercise of the rights of purchase
represented by the Warrants.  The Warrant Agent is hereby irrevocably authorized
to requisition from time to time from such Transfer Agent the stock certificates
required to honor outstanding Warrants upon the exercise thereof in accordance
with the terms of this Agreement.  The Company shall supply such Transfer Agent
with duly executed certificates for such purposes and shall provide or otherwise
make available any cash which may be payable.  The Company shall furnish such
Transfer Agent a copy of all notices of adjustments and certificates related
thereto, transmitted to each Holder of the Warrants pursuant to Section 13
hereof.

     Before taking any action which would cause an adjustment pursuant to
Sections 9 hereof to reduce the Exercise Price below the then par value (if any)
of the Warrant Shares, the Company will take any corporate action which may, in
the opinion of its counsel (which may be counsel employed by the Company), be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable Warrant Shares at the Exercise Price as so adjusted.

     The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants in accordance with the terms of this Agreement (including
the terms of the Exercise Price) will, upon issue, be duly and validly issued,
fully paid and nonassessable, free of preemptive rights and free from all taxes,
liens, charges and security interests with respect to the issue thereof.

Section 8.  Obtaining Stock Exchange Listings.

     The Company will from time to time take all action which may be necessary
so that the Warrant Shares, immediately upon their issuance upon the exercise of
Warrants, will be listed on the principal securities exchanges and markets
within the United States of America, if any, on which other shares of Common
Stock are then listed.

                                       8
<PAGE>

Section 9.  Adjustment of Exercise Price and Number of Warrant Shares.

     The Exercise Price and the number of Warrant Shares issuable upon the
exercise of each Warrant are subject to adjustment from time to time upon the
occurrence of the events enumerated in this Section 9.

     (a)    Adjustment for Change in Capital Stock.

     If the Company:

            (i)    pays a dividend (or makes a distribution) on its Common
                   Stock in shares of its Common Stock;

            (ii)   subdivides its outstanding shares of Common Stock into a
                   greater number of shares;

            (iii)  combines its outstanding shares of Common Stock into a
                   smaller number of shares;

            (iv)   makes a distribution on its Common Stock in shares of its
                   Capital Stock other than Common Stock; or

            (v)    issues any shares of its Capital Stock by reclassification
                   of its Common Stock;

then the Exercise Price in effect immediately prior to such action shall be
adjusted so that the Holder of any Warrant thereafter exercised may receive the
aggregate number and kind of shares of Capital Stock of the Company which he
would have owned immediately following such action if such Warrant had been
exercised immediately prior to such action.

     The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.  Such adjustment
shall be made successively whenever any event listed above shall occur.

     If after an adjustment referred to in clauses (a)(i) through (v) above a
Holder of a Warrant upon exercise of it may receive shares of two or more
classes of Capital Stock of the Company, then the Exercise Price shall be split
into two or more components, as the case may be, and the Exercise Price of each
class of Capital Stock shall thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in this Section.

     (b)  Adjustment for Rights Issue.

     If the Company distributes any Rights to all or substantially all holders
of its Common Stock entitling them to subscribe for or purchase shares of Common
Stock at a price per share that is less than the Current Market Price per share
of Common Stock on the record date of distributions of such Rights, the Exercise
Price shall be adjusted in accordance with the formula:

                      E' = E x ((O+((N x P)/M))/(O + N))

     where:

                                       9
<PAGE>

          E' = the adjusted Exercise Price.

          E  = the Exercise Price as of the applicable record date.

          O  = the number of shares of Common Stock outstanding on the record
               date.

          N  = the number of additional shares of Common Stock offered (or into
               which the Rights so offered are convertible or exercisable).

          P  = the offering price per share of the additional shares of Common
               Stock (or the conversion price per share of the Rights so
               offered).

          M  = the Current Market Price per share of Common Stock on the record
               date.

     The adjustment shall be made successively whenever any such Rights are
issued and shall become effective immediately after the record date for the
determination of stockholders entitled to receive the Rights.  If at the end of
the period during which such Rights are exercisable, not all Rights shall have
been exercised, the Exercise Price shall be immediately readjusted to what it
would have been if "N" in the above formula had been the number of shares
actually issued.  For the purposes of this paragraph (b), the number of shares
of Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock.

     (c)  Adjustment for Other Distributions.

     If the Company distributes to all or substantially all holders of shares of
its Common Stock (i) any evidence of indebtedness or other securities (other
than shares of Common Stock) of the Company or any Subsidiary of the Company,
(ii) any other assets (including securities, but excluding cash and those
dividends, Rights and distributions referred to above in this Section 9) or
(iii) Rights to subscribe for or purchase any of its securities (excluding those
referred to above in Section 9(b)), the Exercise Price shall be adjusted in
accordance with the formula:

                             E' = E x ((M - F)/M)

where:

          E' = the adjusted Exercise Price.

          E  = the Exercise Price as of the applicable record date.

          M  = the Current Market Price per share of Common Stock as of the
               applicable record date.

          F  = the fair market value on the record date of the Capital Stock,
               indebtedness, other securities or other assets distributed per
               share of Common Stock, or of such Rights applicable to one share
               of Common Stock (determined on the basis of the number of shares
               of Common Stock outstanding on the record date).

     The adjustment shall be made successively whenever any such distribution is
made and shall become effective immediately after the record date for the
determination of stockholders entitled to receive the distribution.

                                       10
<PAGE>

     (d)  Adjustment for Common Stock Issue.

     If the Company issues shares of Common Stock to all or substantially all
holders of shares of Common Stock for a consideration per share less than the
Current Market Price per share on the date the Company issues such additional
shares, the Exercise Price shall be adjusted in accordance with the formula:

                           E' = E x (( O + (P/M))/A)

where:

          E' = the adjusted Exercise Price.

          E  = the Exercise Price as of the applicable record date.

          O  = the number of shares of Common Stock outstanding immediately
               prior to the issuance of such additional shares.

          P  = the aggregate consideration received for the issuance of such
               additional shares.

          M  = the Current Market Price per share on the date of issuance of
               such additional shares.

          A  = the number of shares outstanding immediately after the issuance
               of such additional shares.

     The adjustment shall be made successively whenever any such issuance is
made, and shall become effective immediately after such issuance.

     This Section 9(d) does not apply to any of the transactions described in
Sections 9(b), (c), (e) and (f) hereof.  For the purpose of this paragraph (d),
the number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock.

     (e)  Adjustment for Convertible Securities Issue.

     If the Company issues any securities convertible or exercisable into or
exchangeable for Common Stock (other than the Convertible Preferred Stock,
Warrants or securities issued in transactions described in Sections 9(b), (c)
and (d) hereof) to all or substantially all holders of shares of Common Stock
and for a consideration per share of Common Stock initially deliverable upon
conversion, exchange or exercise of such securities less than the Current Market
Price per share on the date of issuance of such securities, the Exercise Price
shall be adjusted in accordance with this formula:

                         E' = E x ((O + (P/M))/(O + D)

     where:

          E' = the adjusted Exercise Price.

          E  = the then current Exercise Price.

                                       11
<PAGE>

          O  = the number of shares of Common Stock outstanding immediately
               prior to the issuance of such securities.

          P  = the aggregate consideration received for the issuance of such
               securities, plus the aggregate consideration receivable upon
               exercise of all such securities.

          M  = the Current Market Price per share of Common Stock on the date of
               issuance of such securities.

          D  = the maximum number of shares of Common Stock deliverable upon
               conversion in exchange or upon exercise of such securities at the
               initial conversion or exchange rate.

     The adjustment shall be made successively whenever any such issuance is
made, and shall become effective immediately after such issuance.

     If all of the Common Stock deliverable upon conversion, exchange or
exchange of such securities has not been issued when such securities are no
longer outstanding, then the Exercise Price shall promptly be readjusted to the
Exercise Price which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of the actual number of
shares of Common Stock issued upon conversion or exchange of such securities.
For the purposes of this paragraph (e), the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock.

     (f)    Triggering Distribution.

     In case the Company shall, by dividend or otherwise, at any time distribute
(a "Triggering Distribution") to all or substantially all holders of its Common
Stock cash in an aggregate amount that, together with the aggregate amount of
all cash distributions to all or substantially all holders of its Common Stock
made within the 12 months preceding the date of payment of the Triggering
Distribution and in respect of which no Exercise Price adjustment pursuant to
this Section 9 has been made, exceeds 7.5% of the product of the Current Market
Price per share of Common Stock on the Business Day (the "Determination Date")
immediately preceding the day on which such Triggering Distribution is declared
by the Company multiplied by the number of shares of Common Stock outstanding on
such date, the Exercise Price shall be adjusted in accordance with this formula:

                              E' = E x ((M-D)/M)

     where:

          E' = the adjusted Exercise Price.

          E  = the then current Exercise Price.

          M  = the Current Market Price per share on the date of issuance of
               the Triggering Distribution.

          D  = the amount of cash (plus the fair market value of other
               consideration) distributed to all or substantially all holders of
               Common Stock within the 12 months

                                       12
<PAGE>

               preceding the date of the payment of the Triggering Distribution
               (including, without limitation, the Triggering Distribution)
               applicable to one share of Common Stock (determined on the basis
               of the number of shares of Common Stock outstanding on the
               Determination Date).


     Such reduction shall become effective immediately prior to the opening of
     business on the day following the date on which the Triggering Distribution
     is paid. For the purposes of this paragraph (f), the number of shares of
     Common Stock at any time outstanding shall not include shares held in the
     treasury of the Company but shall include shares issuable in respect of
     scrip certificates issued in lieu of fractions of shares of Common Stock.

     (g)  Change of Control.

          (i)  In the event of a Change of Control, each Holder of Warrants
               will, if the Current Market Price of the Company's Common Stock
               as of the date of consummation of such Change of Control is less
               than the Exercise Price, have a one time option, exercisable at
               any time within 90 days after a Change of Control is consummated
               (the "Change of Control Exercise Period"), to convert all of
               their outstanding shares of Convertible Preferred Stock into
               shares of the Common Stock at an adjusted Exercise Price (the
               "Adjusted Exercise Price") equal to the greater of (1) the last
               reported sale price for one share of the Common Stock in an
               arm's-length transaction as of the date of the Change of Control
               and (2) $12.96 (such dollar amount to be adjusted for
               transactions in a manner consistent with the other adjustments to
               the Exercise Price contemplated by this Section 9). In lieu of
               issuing the shares of the Company's Common Stock issuable upon
               exercise pursuant to adjustment described above in the event of a
               Change of Control, the Company may, at its option, make a cash
               payment equal to the Current Market Price of such Common Stock
               otherwise issuable.

          (ii) Promptly upon the consummation of a Change of Control, the
               Company shall mail a notice to each Holder describing the
               transaction or transactions that constitute such Change of
               Control and stating: (1) that the Change of Control has taken
               place and that the Holders have an option to exercise the
               Warrants at the Adjusted Exercise Price; (2) the Adjusted
               Exercise Price applicable to any conversion during the Change of
               Control Exercise Period; (3) that any Warrants not exercised will
               be assumed by the successor corporation if not the Company, and
               will continue to be entitled to all the rights and privileges
               afforded to it by this Warrant Agreement; (4) that Holders
               electing to have any Warrants exercised pursuant to a Change of
               Control exercise will be required to surrender Warrants, with the
               form entitled "Option of Holder to Elect Exercise" on the reverse
               of the Warrants completed, to the Company at the address
               specified in the notice prior to the close of business on the
               third Business Day preceding the Change of Control exercise date
               (the "Change of Control Exercise Date") specified in the notice,
               which Change of Control Exercise Date shall be no earlier than
               the expiration of the Change of Control Exercise Period; (5) that
               Holders will be entitled to withdraw their election if the
               Company receives, not later than the close of business on the
               second Business Day preceding the Change of Control Exercise
               Date, a telegram, facsimile transmission or letter setting forth
               the name of the Holder, the number of Warrants delivered for
               exercise, and a

                                       13
<PAGE>

               statement that such Holder is withdrawing his election to have
               the Warrants exercised; and (6) that the Holder electing to
               exercise its Warrants must exercise all of its outstanding
               Warrants.

     The Change of Control provisions described above shall be applicable
whether or not any other provisions of this Warrant Agreement are applicable.

     If this Section 9(g) applies, Sections 9 (a), (b), (c), (d), (e) and (f)
hereof do not apply.

     (h)  Other Transactions or Events.

     In addition, in the event that any other transaction or event occurs as to
which the foregoing exercise price adjustment provisions are not strictly
applicable but the failure to make any adjustment would adversely affect the
exercise rights represented by the Warrants in accordance with the essential
intent and principles of such provisions, then, in each such case, either (i)
the Company shall appoint an investment banking firm of recognized national
standing, or any other financial expert that does not (or whose directors,
officers, employees, affiliates or stockholders do not) have a direct or
material indirect financial interest in the Company or any of its Subsidiaries,
who has not been, and, at the time it is called upon to give independent
financial advice to the Company, is not (and none of its directors, officers,
employees, affiliates or stockholders are) a promoter, director or officer of
the Company or any of its Subsidiaries, which will give their opinion upon or
(ii) the Board of Directors of the Company (the "Board of Directors") shall
determine, consistent with the Board of Directors' fiduciary duties to the
Company's stockholders, the adjustment, if any, on a basis consistent with the
essential intent and principles established in the foregoing exercise price
adjustment provisions, necessary to preserve, without dilution, the exercise
rights represented by the Warrants. Upon receipt of such opinion or
determination, the Company shall promptly mail a copy thereof to the Holders of
the Warrants and will make the adjustments described therein.

     (i)  Consideration Received.

     For purposes of any computation respecting consideration received pursuant
to Section 9 hereof, the following shall apply:

          (i)   in the case of the issuance of shares of Common Stock for
                cash, the consideration shall be the amount of such cash,
                provided that in no case shall any deduction be made for any
                commissions, discounts or other expenses incurred by the
                Company for any underwriting of the issue or otherwise in
                connection therewith;

          (ii)  in the case of the issuance of shares of Common Stock for a
                consideration in whole or in part other than cash, the
                consideration other than cash shall be deemed to be the fair
                market value thereof as determined in good faith by the Board of
                Directors (irrespective of the accounting treatment thereof),
                whose determination shall be conclusive, and described in a
                Board resolution which shall be filed with the Warrant Agent;

          (iii) whenever this Warrant Agreement calls for the determination of
                "fair market value," such fair market value shall be determined
                in good faith by the Board of Directors and as evidenced by a
                written resolution thereof, and

                                       14
<PAGE>

          (iv)  in the case of the issuance of Rights, the aggregate
                consideration received therefor shall be deemed to be the
                consideration received by the Company for the issuance of such
                Rights, plus the additional consideration, if any, to be
                received by the Company upon the conversion or exchange thereof
                (the consideration in each case to be determined in the same
                manner as provided in this Section 9(i))).

     (j)  When De Minimis Adjustment May Be Deferred.

     No adjustment in the Exercise Price will be required unless the cumulative
adjustments would require an increase or decrease of at least 1.0% in the
Exercise Price.  Any adjustments that are not made shall be carried forward and
taken into account in any subsequent adjustment.

     All calculations under this Section 9 shall be made to the nearest one-one
hundredth of a cent or to the nearest 1/1000th of a share, as the case may be.

     (k)  When No Adjustment Required.

     No adjustment in the Exercise Price will be required under this Section 9
for (i) issuances to satisfy the Company's obligations to TdF in connection with
the pre-emptive rights granted to TdF under the Governance Agreement, dated as
of August 21, 1998, among the Company, TdF and certain subsidiaries thereof,
except to the extent that an adjustment was made in connection with the issuance
that triggered the pre-emptive rights, (ii) issuances of Common Stock or Rights
to Persons who are not Affiliates of the Company as consideration for the
acquisition of stock or assets to be used in the principal business of the
Company or any ancillary or related business, (iii) rights to purchase Common
Stock pursuant to a Company plan for reinvestment of dividends or interest, (iv)
any change in the par value or no par value of the Common Stock, and in no event
shall any adjustment be made under this Section 9 that would reduce the Exercise
Price below the par value of the Common Stock, (v) Common Stock issued to the
Company's employees under bona fide employee benefit plans adopted by the Board
of Directors and approved by the holders of Common Stock when required by law,
(vi) Common Stock issued in a bona fide public offering pursuant to a firm
commitment underwriting, (vii) Common Stock issued to acquire, or in the
acquisition of, all or any portion of a business as a going concern, in an
arm's-length transaction between the Company and an unaffiliated third party,
whether such acquisition shall be effected by purchase of assets, exchange of
securities, merger, consolidation or otherwise, or (viii) the exercise of
Warrants or the conversion or exchange of securities convertible or exchangeable
into Common Stock, the issuance of which was otherwise covered by this Section
9.  If an adjustment is made to the Exercise Price upon the establishment of a
record date for a distribution subject to this Section 9 and if such
distribution is subsequently cancelled, the Exercise Price then in effect shall
be readjusted, effective as of the date when the Board of Directors of the
Company determines to cancel such distribution, to the Exercise Price that would
have been in effect if such record date had not been fixed.  No adjustment in
the Exercise Price need be made under this Section 9 if the Company issues or
distributes to each Holder of Warrants the shares of Common Stock, evidences of
indebtedness, assets or Rights referred to in this Section 9 that each Holder
would have been entitled to receive had the Warrants been exercised  prior to
the happening of such event or the record date with respect thereto.

     No adjustment need be made for a transaction referred to in Sections 9(a),
(b), (c), (d), (e) and (f) hereof, if Warrant Holders are to participate in the
transaction on a basis and with notice that the Board of Directors determines to
be fair and appropriate in light of the basis and notice on which holders of
Common Stock participate in the transaction.

                                       15
<PAGE>

     To the extent the Warrants become convertible into cash, no adjustment need
be made thereafter as to the cash.  Interest will not accrue on the cash.

     (l)  Notice of Adjustment.

     Whenever the Exercise Price is adjusted, the Company shall provide the
notices required by Section 13 hereof.

     (m)  Voluntary Reduction.

     The Company may from time to time reduce the Exercise Price by any amount
for any period of time if the period is at least 20 Business Days or such longer
period as may be required by law and if the reduction is irrevocable during the
period; provided, however, that in no event may the Exercise Price be less than
the par value of a share of Common Stock.

     Whenever the Exercise Price is reduced, the Company shall mail to Warrant
Holders a notice of the reduction.  The Company shall mail the notice at least
15 days before the date the reduced Exercise Price takes effect.  The notice
shall state the reduced Exercise Price and the period in which it will be in
effect.

     A reduction of the Exercise Price does not change or adjust the Exercise
Price otherwise in effect for purposes of Sections 9(a), (b), (c), (d), (e) and
(f) hereof.

     (n)  Reorganization of the Company.

     If the Company consolidates or merges with or into, or transfers or leases
all or substantially all its assets to, any Person, upon consummation of such
transaction the Warrants shall automatically become exercisable for the kind and
amount of securities, cash, or other assets which the Holder of a Warrant would
have owned immediately after the consolidation, merger, transfer or lease if the
Holder had exercised the Warrant immediately before the effective time of the
transaction.  Concurrently with the consummation of such transaction, the
corporation formed by or surviving any such consolidation or merger if other
than the Company, or the Person to which such sale or conveyance shall have been
made, shall enter into a supplemental Warrant Agreement so providing and further
providing for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for in this Section.  The successor
Company shall mail to Warrant Holders a notice describing the supplemental
Warrant Agreement.

     If the issuer of securities deliverable upon exercise of Warrants under the
supplemental Warrant Agreement is an Affiliate of the formed, surviving,
transferee or lessee corporation, that issuer shall join in the supplemental
Warrant Agreement.

     If this subsection (n) applies, subsection (a), (b), (c), (d), (e), (f) and
(g) of this Section 9 do not apply.

     (o)  Notice of Certain Transactions.

     If (i) the Company takes any action that would require an adjustment in the
Exercise Price pursuant to Sections 9(a), (b), (c), (d), (e), (f) or (g) hereof,
(ii) the Company takes any action that would require a supplemental Warrant
Agreement pursuant to Section 9(g) hereof, or (iii) there is a liquidation or
dissolution of the Company, then the Company shall mail to Holders a notice
stating the proposed

                                       16
<PAGE>

record date for a dividend or distribution or the proposed effective date of a
subdivision, combination, reclassification, consolidation, merger, transfer,
lease, liquidation or dissolution. The Company shall mail the notice at least 15
days before such date. Failure to mail the notice or any defect in it shall not
affect the validity of the transaction.

     (p)  Company Determination Final.

     Any determination that the Company or the Board of Directors must make
pursuant to this Section 9 is conclusive.

     (q)  Warrant Agent's Disclaimer.

     The Warrant Agent has no duty to determine when an adjustment under this
Section 9 should be made, how it should be made or what it should be.  The
Warrant Agent has no duty to determine whether any provisions of a supplemental
Warrant Agreement under Section 9(g) hereof are correct.  The Warrant Agent
makes no representation as to the validity or value of any securities or assets
issued upon exercise of Warrants.  The Warrant Agent shall not be responsible
for the Company's failure to comply with this Section 9.

     (r)  When Issuance or Payment May Be Deferred.

     In any case in which this Section 9 shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event (i) issuing to the
Holder of any Warrant exercised after such record but prior to such event date
the Warrant Shares and other Capital Stock of the Company, if any, issuable upon
such exercise over and above the Warrant Shares and other Capital Stock of the
Company, if any, issuable upon such exercise on the basis of the Exercise Price
in effect immediately prior to such record date and (ii) paying to such Holder
any amount in cash in lieu of a fractional share pursuant to Section 12 hereof;
provided that the Company shall deliver to such Holder an appropriate instrument
evidencing such Holder's right to receive such additional Warrant Shares, other
Capital Stock and cash upon the occurrence of the event requiring such
adjustment.

     (s)  Adjustment in Number of Shares.

     Upon each adjustment of the Exercise Price pursuant to this Section 9, each
Warrant outstanding prior to the making of the adjustment in the Exercise Price
shall thereafter evidence the right to receive upon payment of the adjusted
Exercise Price that number of shares of Common Stock (calculated to the nearest
hundredth) obtained from the following formula:

                                       E
                               N'= N x -
                                       E'

where:

               N' = the adjusted number of Warrant Shares issuable upon exercise
                    of a Warrant by payment of the adjusted Exercise Price.

               N  = the number or Warrant Shares previously issuable upon
                    exercise of a Warrant by payment of the Exercise Price prior
                    to adjustment.

                                       17
<PAGE>

               E' = the adjusted Exercise Price.

               E  = the Exercise Price prior to adjustment.

Section 10.    Statement on Warrants.

     Irrespective of any adjustment in the Exercise Price or the number or kind
of shares issuable upon the exercise of the Warrants, Warrants theretofore or
thereafter issued may continue to express the same price and number and kind of
shares as are stated in the Warrants initially issuable pursuant to this
Agreement.

Section 11.    Capital and Ownership Structure.

     The Company (a) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock on the exercise of the Warrants from
time to time outstanding and (b) will not take any action which results in any
adjustment of the Exercise Price if the total number of Warrant Shares issuable
after the action upon the exercise of all of the Warrants would exceed the total
number of shares of Common Stock then authorized by the Company's certificate of
incorporation and available for the purposes of issue upon such exercise.

Section 12.    Fractional Interest.

     The Company shall not be required to issue fractional shares of Common
Stock on the exercise of Warrants.  If more than one Warrant shall be presented
for exercise in full at the same time by the same Holder, the number of full
shares of Common Stock which shall be issuable upon such exercise shall be
computed on the basis of the aggregate number of shares of Common Stock
acquirable on exercise of the Warrants so presented.  If any fraction of a share
of Common Stock would, except for the provisions of this Section, be issuable on
the exercise of any Warrant (or specified portion thereof), the Company shall
direct the Transfer Agent to pay an amount in cash calculated by it to equal the
then Current Market Price per share multiplied by such fraction computed to the
nearest whole cent less such fraction of the Exercise Price.  The Holders, by
their acceptance of the Warrant Certificates, expressly waive any and all rights
to receive any fraction of a share of Common Stock or a stock certificate
representing a fraction of a share of Common Stock.

Section 13.    Notices to Warrant Holders.

     Upon any adjustment of the Exercise Price pursuant to Section 9 hereof, the
Company shall provide to Holders of the Warrants reasonable notice of any event
that would result in an adjustment to the Exercise Price pursuant to Section 9
hereof so as to permit the Holders to exercise the Warrants prior to the
occurrence of such event.

     Upon any adjustment of the Exercise Price pursuant to Section 9, the
Company shall promptly thereafter (i) cause to be filed with the Warrant Agent a
certificate of a firm of independent public accountants of nationally recognized
standing selected by the Board of Directors of the Company (who may be the
regular auditors of the Company) setting forth the Exercise Price after such
adjustment and setting forth in reasonable detail the method of calculation and
the facts upon which such calculations are based and setting forth the number of
Warrant Shares (or portion thereof) issuable after such adjustment in the
Exercise Price, upon exercise of a Warrant and payment of the adjusted Exercise
Price, which certificate shall be conclusive evidence of the correctness of the
matters set forth therein, and (ii) cause to

                                       18
<PAGE>

be given to each of the registered Holders of the Warrant Certificates at his
address appearing on the Warrant register written notice of such adjustments by
first-class mail, postage prepaid. The Warrant Agent shall be entitled to rely
on the above-referenced accountant's certificate and shall be under no duty or
responsibility with respect to any such certificate, except to exhibit the same
from time to time to any Holder desiring an inspection thereof during reasonable
business hours. The Warrant Agent shall not at any time be under any duty or
responsibility to any Holder to determine whether any facts exist that may
require any adjustment of the number of shares of Common Stock or other stock or
property issuable on exercise of the Warrants or the Exercise Price, or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed in making such adjustment or the validity or
value (or the kind or amount) of any shares of Common Stock or other stock or
property which may be issuable on exercise of the Warrants. The Warrant Agent
shall not be responsible for any failure of the Company to make any cash payment
or to issue, transfer or deliver any shares of Common Stock or stock
certificates or other common stock or property upon the exercise of any Warrant.

     In case:

     (a)  the Company shall authorize the issuance to all holders of shares of
          Common Stock of rights, options or warrants to subscribe for or
          purchase shares of Common Stock or of any other subscription rights or
          warrants; or

     (b)  the Company shall authorize the distribution to all holders of shares
          of Common Stock of evidences of its indebtedness or assets (other than
          cash dividends or cash distributions payable out of consolidated
          earnings or earned surplus or dividends payable in shares of Common
          Stock or distributions referred to in Section 9(j) hereof); or

     (c)  of any consolidation or merger to which the Company is a party and for
          which approval of any shareholders of the Company is required, or of
          the conveyance or transfer of the properties and assets of the Company
          substantially as an entirety, or of any reclassification or change of
          Common Stock issuable upon exercise of the Warrants (other than a
          change in par value, or from par value to no par value, or from no par
          value to par value, or as a result of a subdivision or combination),
          or a tender offer or exchange offer for shares of Common Stock; or

     (d)  of the voluntary or involuntary dissolution, liquidation or winding up
          of the Company; or

     (e)  a Change of Control occurs; or

     (f)  the Company proposes to take any other action that would require an
          adjustment of the Exercise Price or the number of Warrant Shares
          pursuant to Section 9;

then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to each of the registered Holders of Warrant Certificates at such
Holder's address appearing on the Warrant register, at least 20 days (or 10 days
in any case specified in clauses (a) or (b) above) prior to the applicable
record date hereinafter specified, or promptly in the case of events for which
there is no record date, by first class mail, postage prepaid, a written notice
stating (i) the date as of which the holders of record of shares of Common Stock
to be entitled to receive any such rights, options, warrants or distribution are
to be determined, or (ii) the initial expiration date set forth in any tender
offer or exchange offer for shares of Common Stock, or (iii) the date on which
any such consolidation, merger, conveyance, transfer, dissolution, liquidation
or winding up or Change of Control is expected to become effective or

                                       19
<PAGE>

consummated, and the date as of which it is expected that holders of record of
shares of Common Stock shall be entitled to exchange such shares for securities
or other property, if any, deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up or Change of Control. The failure to give the notice required by this Section
13 or any defect therein shall not affect the legality or validity of any
distribution, right, option, warrant, consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up, or Change of Control or the
vote upon any action. Nothing contained in this Agreement or in any of Warrant
Certificates shall be construed as conferring upon the Holders thereof the right
to vote or to consent or to receive notice as shareholders in respect of the
meetings of shareholders or the election of Directors of the Company or any
other matter, or any rights whatsoever as shareholders of the Company.

Section 14.    Merger, Consolidation or Change of Name of Warrant Agent.

     Any corporation into which the Warrant Agent may be merged or with which it
may be consolidated, or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to the business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor warrant agent under
the provisions of Section 16 hereof.  Any such successor Warrant Agent shall
promptly cause notice of its succession as Warrant Agent to be mailed (by first
class mail, postage prepaid) to each Holder at such Holder's last address as
shown on the register maintained by the Warrant Agent pursuant this Agreement.
In case at the time such successor to the Warrant Agent shall succeed to the
agency created by this Agreement, and in case at that time any of Warrant
Certificates shall have been countersigned but not delivered, any such successor
to the Warrant Agent may adopt the countersignature of the original Warrant
Agent; and in case at that time any of Warrant Certificates shall not have been
countersigned, any successor to the Warrant Agent may countersign such Warrant
Certificates either in the name of the predecessor Warrant Agent or in the name
of the successor to the Warrant Agent; and in all such cases such Warrant
Certificates shall have the full force and effect provided in the Warrant
Certificates and in this Agreement.

     In case at any time the name of the Warrant Agent shall be changed and at
such time any of the Warrant Certificates shall have been countersigned but not
delivered, the Warrant Agent whose name has been changed may adopt the
countersignature under its prior name, and in case at that time any of the
Warrant Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed
name, and in all such cases such Warrant Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Agreement.

Section 15.    Warrant Agent.

     The Warrant Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the Company
and the Holders of Warrants, by their acceptance thereof, shall be bound:

     (a)  The statements contained herein and in the Warrant Certificates shall
          be taken as statements of the Company and the Warrant Agent assumes no
          responsibility for the correctness of any of the same except such as
          describe the Warrant Agent or action taken or to be taken by it.  The
          Warrant Agent assumes no responsibility with respect to the
          distribution of the Warrant Certificates except as herein otherwise
          provided.

                                       20
<PAGE>

     (b)  The Warrant Agent shall not be responsible for any failure of the
          Company to comply with any of the covenants contained in this
          Agreement or in the Warrant Certificates to be complied with by the
          Company.

     (c)  The Warrant Agent may consult at any time with counsel satisfactory to
          it (who may be counsel for the Company) and the Warrant Agent shall
          incur no liability or responsibility to the Company or to any Holder
          of any Warrant Certificate in respect of any action taken, suffered or
          omitted by it hereunder in good faith and in accordance with the
          opinion or the advice of such counsel.

     (d)  Before the Warrant Agent acts or refrains from acting, it may require
          an officer's certificate or an opinion of counsel, or both.  The
          Warrant Agent shall incur no liability or responsibility to the
          Company or to any Holder of any Warrant Certificate for any action
          taken in reliance on any Warrant Certificate, certificate of shares,
          notice, resolution, waiver, consent, order, certificate, or other
          paper, document or instrument believed by it to be genuine and to have
          been signed, sent or presented by the proper party or parties.

     (e)  The Company agrees to pay to the Warrant Agent reasonable compensation
          for all services rendered by the Warrant Agent in the execution of
          this Agreement, to reimburse the Warrant Agent for all expenses, taxes
          and governmental charges and other charges of any kind and nature
          reasonably incurred by the Warrant Agent in the execution of this
          Agreement and to indemnify the Warrant Agent, its directors, officers,
          employees and agents and save each of them harmless against any and
          all liabilities, including judgments, reasonable costs and counsel
          fees, for anything done or omitted by the Warrant Agent in the
          execution of this Agreement or arising out of or in connection with
          its or, its directors, officers, employees and agents performance of
          its or their obligations or duties under this Agreement, except to the
          extent such liabilities are attributable to its or their gross
          negligence or bad faith.

     (f)  The Warrant Agent shall be under no obligation to institute any
          action, suit or legal proceeding or to take any other action likely to
          involve expense unless the Company or one or more Holders of Warrant
          Certificates shall furnish the Warrant Agent with reasonable security
          and indemnity for any costs and expenses which may be incurred, but
          this provision shall not affect the power of the Warrant Agent to take
          such action as it may consider proper, whether with or without any
          such security or indemnity.  All rights of action under this Agreement
          or under any of the Warrants may be enforced by the Warrant Agent
          without the possession of any of the Warrant Certificates or the
          production thereof at any trial or other proceeding relative thereto,
          and any such action, suit or proceeding instituted by the Warrant
          Agent shall be brought in its name as Warrant Agent and any recovery
          of judgment shall be for the ratable benefit of the Holders of the
          Warrants, as their respective rights or interests may appear.

     (g)  The Warrant Agent, and any stockholder, director, officer, employee or
          agent of it, may buy, sell or deal in any of the Warrants or other
          securities of the Company or become pecuniarily interested in any
          transaction in which the Company may be interested, or contract with
          or lend money to the Company or otherwise act as fully and freely as
          though it were not Warrant Agent under this Agreement.  Nothing herein
          shall preclude

                                       21
<PAGE>

               the Warrant Agent from acting in any other capacity for the
               Company or for any other legal entity.

     (h)       The Warrant Agent shall act hereunder solely as agent for the
               Company, and its duties shall be determined solely by the
               provisions hereof. The Warrant Agent shall not be liable for
               anything which it may do or refrain from doing in connection with
               this Agreement except for its own gross negligence or bad faith.

     (i)       The Warrant Agent shall not at any time be under any duty or
               responsibility to any Holder of any Warrant Certificate to make
               or cause to be made any adjustment of the Exercise Price or
               number of the Warrant Shares or other securities or property
               deliverable as provided in this Agreement, or to determine
               whether any facts exist which may require any of such
               adjustments, or with respect to the nature or extent of any such
               adjustments, when made, or with respect to the method employed in
               making the same. The Warrant Agent shall not be accountable with
               respect to the validity or value or the kind or amount of any
               Warrant Shares or of any securities or property which may at any
               time be issued or delivered upon the exercise of any Warrant or
               with respect to whether any such Warrant Shares or other
               securities will when issued be validly issued and fully paid and
               nonassessable, and makes no representation with respect thereto.

SECTION 16.    Resignation and Removal of Warrant Agent; Appointment of
               Successor.

     No resignation or removal of the Warrant Agent and no appointment of a
successor warrant agent shall become effective until the acceptance of
appointment by the successor warrant agent as provided herein.  The Warrant
Agent may resign its duties and be discharged from all further duties and
liability hereunder (except liability arising as a result of the Warrant Agent's
own negligence or willful misconduct) after giving written notice to the
Company.  The Company may remove the Warrant Agent upon written notice, and the
Warrant Agent shall thereupon in like manner be discharged from all further
duties and liabilities hereunder, except as aforesaid.  The Warrant Agent shall,
at the Company's expense, cause to be mailed (by first class mail, postage
prepaid) to each Holder of a Warrant at his last address as shown on the
register of the Company maintained by the Warrant Agent a copy of said notice of
resignation or notice of removal, as the case may be.  Upon such resignation or
removal, the Company shall appoint in writing a new warrant agent.  If the
Company shall fail to make such appointment within a period of 30 days after it
has been notified in writing of such resignation by the resigning Warrant Agent
or after such removal, then the resigning Warrant Agent or the Holder of any
Warrant may apply to any court of competent jurisdiction for the appointment of
a new warrant agent.  Any new warrant agent, whether appointed by the Company or
by such a court, shall be a corporation doing business under the laws of the
United States or any state thereof, in good standing and having a combined
capital and surplus of not less than $50,000,000.  The combined capital and
surplus of any such new warrant agent shall be deemed to be the combined capital
and surplus as set forth in the most recent annual report of its condition
published by such warrant agent prior to its appointment, provided that such
reports are published at least annually pursuant to law or to the requirements
of a federal or state supervising or examining authority.  After acceptance in
writing of such appointment by the new warrant agent, it shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named herein as the Warrant Agent, without any further assurance,
conveyance, act or deed; but if for any reason it shall be necessary or
expedient to execute and deliver any further assurance, conveyance, act or deed,
the same shall be done at the expense of the Company and shall be legally and
validly executed and delivered by the resigning or removed Warrant Agent.  Not
later than the effective date of any such appointment, the Company shall give
notice thereof to the resigning or removed Warrant Agent.  Failure

                                       22
<PAGE>

to give any notice provided for in this Section, however, or any defect therein,
shall not affect the legality or validity of the resignation of the Warrant
Agent or the appointment of a new warrant agent, as the case may be.

Section 17.    Registration Rights.

     The Company and the Warrant Agent acknowledge that Holders shall have the
registration rights set forth in the Registration Rights Agreement.

Section 18.    Certain Covenants.

          (a)  Reports.

     Whether or not required by the Commission, so long as any Warrants are
outstanding, the Company shall furnish to the Holders of Warrants all current,
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 8-K, 10-Q and 10-K if the
Company were required to file such Forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" that describes
the financial condition and results of operations of the Company and its
consolidated Subsidiaries (showing in reasonable detail, in the footnotes to the
financial statements and in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (in each case to the extent not
prohibited by the Commission rules and regulations).

          (b)  Merger, Consolidation, or Sale of Assets.

               (i)  The Company shall not:

                    (A)  consolidate or merge with or into (whether or not the
                         Company is the surviving corporation); or

                    (B)  sell, assign, transfer, lease, convey or otherwise
                         dispose of all or substantially all of its properties
                         or assets in one or more related transactions, to
                         another corporation, Person or entity, unless:

                         1.   either (A) the Company is the surviving
                    corporation; or (B) the entity or the Person formed by or
                    surviving any such consolidation or merger (if other than
                    the Company) or to which the sale, assignment, transfer,
                    lease, conveyance or other disposition shall have been made
                    is a corporation organized or existing under the laws of the
                    United States, any state thereof or the District of
                    Columbia;

                         2.   in the event of any such consolidation merger,
                    sale, assignment, transfer, lease, conveyance or other
                    disposition the agreement implementing such consolidation,
                    merger, sale, assignment, transfer, lease, conveyance or
                    disposition shall provide that the Warrants are converted
                    into warrants of such surviving entity or Person, having in
                    respect of such surviving entity or Person as nearly as
                    practicable the same powers, preference and relative,
                    participating, optional or other special rights that the
                    Warrants had immediately prior to such transaction (except
                    that no adjustments on exercise rights shall be required
                    pursuant to this Section 18(b)); and

                                       23
<PAGE>

                         3.   the Company delivers to the Holders of the
                    Warrants a certificate of an Officer of the Company and an
                    Opinion of Counsel stating that such consolidation merger or
                    transfer complies with this Warrant Agreement.

     (c)       No Amendment to the Registration Rights Agreement.

     The Company will not amend the Registration Rights Agreement without the
consent of the Holders of at least a majority of the outstanding Warrants
(excluding Warrants held by the Company of any of its Subsidiaries, other than
amendments that are not adverse in any respect to Holders of the Warrants.

Section 19.    Notices to Company and Warrant Agent.

     Any notice or demand authorized by this Agreement to be given or made by
the Warrant Agent or by the Holder of any Warrant Certificate to or on the
Company shall be sufficiently given or made five Business Days after being
deposited in the mail, first class or registered, postage prepaid; when received
if personally delivered; when transmitted if transmitted by telecopy upon
receipt of telephonic or electronic confirmation; and the day after it is sent,
if sent for next day delivery to a domestic address by recognized overnight
delivery service (e.g., Federal Express).  In each case, notice shall be sent
to:

                    Crown Castle International Corp.
                    510 Bering Drive
                    Suite 500
                    Houston, TX 77057
                    Telecopier No.: (713) 570-3150
                    Attention: Chief Financial Officer

     In case the Company shall fail to maintain such office or agency or shall
fail to give such notice of the location or of any change in the location
thereof, presentations may be made and notices and demands may be served at the
principal office of the Warrant Agent.

     Any notice pursuant to this Agreement to be given by the Company or by the
Holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently
given five days after being deposited in the mail, first-class or registered,
postage prepaid; when received if personally delivered; when transmitted if
transmitted by telecopy upon receipt of telephonic or electronic confirmation;
the day after it is sent, if sent for next day delivery to a domestic address by
recognized overnight delivery service (e.g., Federal Express); and upon receipt,
if sent by certified or registered mail, return receipt requested.  In each
case, notice shall be sent to:

                    United States Trust Company of New York
                    114 West 47/th/ Street
                    New York, New York 10036-1532
                    Telecopier No.: (212) 852-1627
                    Attention: Corporate Trust Administration

Section 20.    Entire Agreement, Supplements and Amendments.

     This Agreement, taken together with the other documents and instruments
attached hereto as exhibits or schedules or delivered in connection herewith,
constitutes the entire agreement, and supersedes, all prior agreements and
understandings, both written and oral (including the Commitment

                                       24
<PAGE>

Letter dated September 14, 1999, among the Company and GE Capital Services
Structured Finance Group, Inc.) with respect to the offer and sale of the
Warrants by the Company to the Holders, and are not intended to confer upon any
person other than the Company and the Holders any rights or remedies. The
Company and the Warrant Agent may from time to time supplement or amend this
Agreement without the approval of any Holders of Warrant Certificates in order
to cure any ambiguity or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Warrant Agent may deem necessary or desirable and
which shall not in any way materially adversely affect the interests of any
Holder of Warrant Certificates. Any amendment or supplement to this Agreement
that has a material adverse effect on the interests of Holders shall require the
written consent of Holders representing a majority of the then outstanding
Warrants (excluding Warrants held by the Company or any of its Subsidiaries).
The consent of each Holder of a Warrant affected shall be required for any
amendment pursuant to which the Exercise Price would be increased or the number
of Warrant Shares purchasable upon exercise of Warrants would be decreased
(other than pursuant to adjustments provided by this Agreement). The Warrant
Agent shall be entitled to receive and, subject to Section 15, shall be fully
protected in relying upon, an officers' certificate and opinion of counsel as
conclusive evidence that any such amendment or supplement is authorized or
permitted hereunder, that it is not inconsistent herewith, and that it will be
valid and binding upon the Company in accordance with its terms.

Section 21.    Enforcement

     The Holders agree that irreparable damage would occur and that the Company
would not have any adequate remedy at law in the event that Section 3.5 of this
Agreement was not performed in accordance with its specific terms or was
otherwise breached.  It is accordingly agreed that the Company shall be entitled
to an injunction or injunctions to prevent breaches of Section 3.5 of this
Agreement and to enforce specifically the terms and provisions of Section 3.5 of
this Agreement, this being in addition to any other remedy to which the Company
is entitled at law or in equity.

Section 22.    Successors.

     All the covenants and provisions of this Agreement by or for the benefit of
the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

Section 23.    Governing Law.

     THIS AGREEMENT AND EACH WARRANT CERTIFICATE ISSUED HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

Section 24.    Consent to Jurisdiction.

     Each party hereto irrevocably submits to the non-exclusive jurisdiction of
the courts of the United States District Court for the Southern District of New
York (or, if subject matter jurisdiction in that court is not available, in any
state court located within the city of New York) over any dispute arising out of
or relating to this Agreement or any agreement or instrument contemplated hereby
or entered into in connection herewith or any of the transactions contemplated
hereby or thereby.  Each party hereto irrevocably consents to the service of any
and all process in any action or proceeding arising out of or

                                       25
<PAGE>

relating to this Agreement by the mailing of copies of such process to such
party at their address specified in Section 19.

Section 25.    Termination.

     This Agreement shall terminate at 5:00 p.m. New York City time on November
19, 2004.  Notwithstanding the foregoing, this Agreement will terminate on any
earlier date if all Warrants have been exercised.

Section 26.    Benefits of This Agreement.

     Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrant Agent and the Holders of the
Warrant Certificates any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Warrant Agent and the Holders of the Warrant Certificates.

     All rights of action in respect of this Agreement are vested in the Holders
of the Warrants, and any Holder of any Warrant, without the consent of the
Warrant Agent or the Holder of any other Warrant, may, on such Holder's own
behalf and for such Holder's own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce,
or otherwise in respect of, such Holder's rights hereunder, including the right
to exercise, exchange or surrender for purchase such Holder's Warrants in the
manner provided in this Agreement.

Section 27.    Counterparts.

     This Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

                           [Signature Page Follows]

                                       26
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.


                    CROWN CASTLE INTERNATIONAL CORP.

                    By:________________________________________________
                       Name:
                       Title:

                    UNITED STATES TRUST COMPANY
                     OF NEW YORK


                    By:________________________________________________
                       Name:
                       Title:
<PAGE>

                                   EXHIBIT A

                         [Form of Warrant Certificate]

                                    [Face]

No. _______                                                      ____ Warrants

CUSIP No. ________

                              Warrant Certificate

                        CROWN CASTLE INTERNATIONAL CORP.

     This Warrant Certificate certifies that Cede & Co., or its registered
assigns, is the registered holder of Warrants (the "Warrants") to purchase
Common Stock, par value $0.01 (the "Common Stock"), of Crown Castle
International Corp., a Delaware corporation (the "Company"). Each Warrant
entitles the registered holder upon exercise at any time from 9:00 a.m. on the
Exercise Date referred to below (the "Exercise Date") to receive from the
Company 1,000,000 fully paid and nonassessable shares of Common Stock (the
"Warrant Shares") at the initial exercise price (the "Exercise Price") of
$26.875 per share payable upon surrender of this Warrant Certificate and payment
of the Exercise Price, only in the manner provided in the Warrant Agreement, at
the office or agency of the Warrant Agent, but only subject to the conditions
set forth herein and in the Warrant Agreement referred to on the reverse hereof.
The Exercise Price and number of Warrant Shares issuable upon exercise of the
Warrants are subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.

     This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent, as such term is used in the Warrant Agreement.

     This Warrant Certificate shall be governed by and construed in accordance
with the internal laws of the State of New York.

     IN WITNESS WHEREOF, Crown Castle International Corp. has caused this
Warrant Certificate to be signed.

                                       CROWN CASTLE INTERNATIONAL CORP.



                                       By:_________________________________
                                          Name:
                                          Title:

Dated: November 19, 1999

                                      A-1
<PAGE>

Countersigned:

United States Trust Company of New York,
as Warrant Agent


By:___________________________
   Authorized Signature

                                      A-2
<PAGE>

                               [Form of Warrant]

                                   [Reverse]

               THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED
               FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
               ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD,
               TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION
               PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE
               COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
               SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
               REQUIRED.

     The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants entitling the Holder on exercise to receive One
Million (1,000,000) shares of Common Stock, par value $0.01 (the "Common
Stock"), of Crown Castle International Corp., a Delaware Corporation (the
"Company"), and are issued or to be issued pursuant to a Warrant Agreement dated
as of November 19, 1999 (the "Warrant Agreement"), duly executed and delivered
by the Company to United States Trust Company of New York, as warrant agent (the
"Warrant Agent"), which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words
"holders" or "holder" meaning the registered holders or registered holder) of
the Warrants.  A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Warrant
Agreement.

     Warrants may be exercised at any time from 9:00 a.m. on or after the
Exercise Date. The Warrants will expire on the Expiration Date. The holder of
Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price at
the office of the Warrant Agent, all in accordance with the Warrant Agreement.
In the event that upon any exercise of Warrants evidenced hereby the number of
Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his assignee a new Warrant
Certificate evidencing the number of Warrants not exercised. No adjustment shall
be made for any dividends on any Common Stock issuable upon exercise of this
Warrant.

     The Warrant Agreement provides that upon the occurrence of certain events
the Exercise Price set forth on the face hereof and/or the number of shares of
Common Stock issuable upon the exercise of each Warrant shall, subject to
certain conditions, be adjusted. No fractions of a share of Common Stock will be
issued upon the exercise of any Warrant, but the Company will pay the cash value
thereof determined as provided in the Warrant Agreement.

     The Warrant Agreement, together with the Warrant Registration Rights
Agreement referred to therein, provides that the Company shall be bound by
certain registration obligations with respect to the Common Stock issuable upon
exercise of the Warrants.

                                      A-3
<PAGE>

     Warrant Certificates, when surrendered at the office of the Warrant Agent
by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.

     The Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.

                                      A-4
<PAGE>

                         [Form of Election to Purchase]

                   (To Be Executed Upon Exercise Of Warrant)

     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive _______ shares of Common
Stock and herewith (i) tenders payment for such shares to the order of CROWN
CASTLE INTERNATIONAL CORP., in the amount of $ __________ or (ii) tenders
warrants and exercises its right to Warrant Shares on a net basis, in
accordance with the terms hereof. The undersigned requests that a certificate
for such shares be registered in the name of ________________, whose address is
__________________________ and that such shares be delivered to _______________,
whose address is _________________. If said number of shares is less than all of
the shares of Common Stock purchasable hereunder, the undersigned requests that
a new Warrant Certificate representing the remaining balance of such shares be
registered in the name of ________________________, whose address is __________,
and that such Warrant Certificate be delivered to whose address is ____________.


                                             ________________________________
                                             Signature

Date:

                                             ________________________________
                                             Signature Guaranteed

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Warrant Agent, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Warrant Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-5
<PAGE>

                                   EXHIBIT B

                     FORM OF REGISTRATION RIGHTS AGREEMENT

                                      B-1


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