EXHIBIT 4.1
AMENDMENT NUMBER THREE
TO STOCKHOLDERS AGREEMENT
AMENDMENT, dated as of August 11, 1999, to the Stockholders Agreement (the
"Stockholders Agreement") dated as of August 21, 1998, as previously amended by
amendments number one and two, among CROWN CASTLE INTERNATIONAL CORP., a
Delaware corporation (the "Company") and each of the STOCKHOLDERS of the Company
listed on Schedule I thereto (collectively, the "Stockholders" and each
individually, a "Stockholder");
WHEREAS, Robert A. Crown, Barbara A. Crown, RC Investors Corp., BC
Investors Corp., the Grantor Retained Annuity Trust of Robert A. Crown, the
Grantor Retained Annuity Trust of Barbara A. Crown, RACG Holdings LLC, BACG
Holdings LLC and Crown Management Services (collectively, the "Crown Group") and
the Company have entered into an agreement dated August 5, 1999 (the "Crown
Agreement") with respect to certain separation arrangements involving the Crown
Group;
WHEREAS, the Company and the Crown Group have proposed to enter into
certain transactions (the "DECS Transactions") involving the issuance and sale
by DECS Trust V, a Delaware business trust (the "DECS Trust"), of a minimum of
5,000,000 and a maximum of 5,645,000 DECS securities as set forth in greater
detail in the registration statement on Form N-2 (Registration No. 333-83965)
filed by the DECS Trust with the Securities and Exchange Commission and in an
Underwriting Agreement among the DECS Trust, the Company, the Crown Group,
Salomon Smith Barney Inc. and Goldman, Sachs & Co. and four Forward Purchase
Agreements among RC Investors, BC Investors, BACG and RACG, respectively, and
the DECS Trust;
WHEREAS, the Crown Group entered into the Crown Agreement in part as
consideration for participation by the Company in the consummation of the DECS
Transactions;
WHEREAS, pursuant to Section 6.04 of the Stockholders Agreement, the
Stockholders Agreement may be amended by the mutual agreement of the parties
thereto;
WHEREAS, the Company and the Stockholders (including Robert A. Crown and
Barbara A. Crown) have agreed to amend the Stockholders Agreement in the manner
hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the respective
agreements, acknowledgments and confirmations hereinafter set forth and set
forth in the Stockholders Agreement, the parties hereto agree as follows:
SECTION 1. Amendment. (a) The Company and the Stockholders hereby agree
that all rights, responsibilities or other obligations of any kind or nature
whatsoever relating to the Crown Group and arising under the Stockholders
Agreement other than the rights of the Crown Group as set forth in Section 3.10
of the Stockholders Agreement shall hereby be terminated, including, without
limitation, the Crown Group's existing obligation (as set forth in Section 3.05
of the Stockholders Agreement) to vote or act by written consent in favor of, or
against, the election of any persons nominated to be a Director of the Company.
(b) Section 3.10 of the Stockholders Agreement is amended to read as
follows:
"SECTION 3.10. Company Name. So long as the Ownership Interest of the
Crown Group is at least 1% or they otherwise consent in writing, the
Company covenants and agrees (subject to the limitations below) to use its
best efforts to (i) retain a name beginning with "Crown Castle", (ii)
retain or cause the name of its principal affiliate owning communication
towers in the United States to begin with "Crown," (iii) upon a merger,
consolidation, amalgamation, roll-up or any other transaction with a
similar effect involving the Company (including, without limitation, a
merger or roll-up involving Castle Transmission Services (Holdings) Ltd. or
any of its Affiliates), cause the successor or surviving entity to retain
or have a name beginning with "Crown Castle," (iv) cause the corporate
names of all of the Company's subsidiaries conducting significant business
in the United States to begin with "Crown" other than The TEA Group Inc.,
TeleStructures Inc. and Spectrum Site Management Corporation and any other
subsidiary with goodwill associated with the corporate name as determined
by the Board in its reasonable discretion, and (v) cause Crown Castle and
all of its subsidiaries worldwide to retain the "CCIC Logo". For purposes
of this Agreement, the "CCIC Logo" shall be a logo in the form attached
hereto as Exhibit "A" which is incorporated herein by reference.
Notwithstanding the above, the above covenants and agreement shall not (a)
require the Company (including any successor entity), any stockholder of
the Company or member of the Board to incur any costs, expenses or losses
of any nature or amount including, without limitation, losses relating to
potential corporate opportunity or foregone stockholder value (price,
content or any other item), (b) prevent or delay the Company (including any
successor entity) from consummating or negotiating any proposed transaction
or (c) require any member of the Board to breach any duty and obligation to
the Company or its stockholders. Consent of the Crown Group shall be
deemed given if written consent is obtained from members of the Crown Group
holding more than 50% of the Common Stock held by such persons at the time
of the determination."
SECTION 2. Acknowledgments. The Company and each Stockholder acknowledges
and confirms the following:
(a) For purposes solely of Section 3.10 of the Stockholders
Agreement, the Crown Group shall be deemed to retain their
Ownership Interest in the Shares subject to the DECS Transactions
(the "DECS Shares"), so long as either (i) the Crown Group
retains beneficial ownership of the DECS Shares or (ii) the DECS
Shares continue to be held by a custodian pursuant to the terms
of the Forward Purchase Agreements.
(b) In connection with the DECS Transactions, the Crown Group has
complied in all respects with its obligations under the
provisions of Article II of the Stockholders Agreement.
(c) Any tag-along or transfer rights or other restrictions (as set
forth in Article V of the Stockholders Agreement) with respect to
any present or future sale of the Shares in connection with the
Crown Group's DECS Transactions and any right to register Company
securities (as set forth in Article IV of the Stockholders
Agreement) by means of the DECS Registration Statement filed as
part of the Crown Group's DECS Transactions have been waived by
such Stockholder.
SECTION 3. Construction: Continuing Effect. This Agreement shall be
construed in connection with and as part of the Stockholders Agreement and each
reference to the Stockholders Agreement contained in any other document shall
mean the Stockholders Agreement as amended hereby. As amended hereby, the
Stockholders Agreement shall continue in full force and effect. Terms used but
not defined in this Amendment Number Three to Stockholders Agreement shall have
the meaning ascribed to such term in the Stockholders Agreement.
SECTION 4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute but one instrument. It shall not be necessary for each party to sign
each counterpart so long as every party has signed at least one counterpart.
IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the
day and year first above written.
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 CROWN CASTLE INTERNATIONAL CORP.
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.
By: ____________________________________
Name:
Title:
August ____, 1999 DIGITAL FUTURE INVESTMENTS B.V.
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 CANDOVER INVESTMENTS, PLC
By: ____________________________________
Name:
Title:
August ____, 1999 CANDOVER (TRUSTEES) LIMITED
By: ____________________________________
Name:
Title:
August ____, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
UK Limited Partnership)
By: ____________________________________
Name:
Title:
August ____, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
UK No. 2 Limited Partnership)
By: ____________________________________
Name:
Title:
August ____, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
US No. 1 Limited Partnership)
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
US No. 2 Limited Partnership)
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August____, 1999 _________________________________________
TED B. MILLER, JR.
August ____, 1999 _________________________________________
ROBERT H. SINGLETON, Trustee
The Miller 1996 Gift Trusts
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August____, 1999 ____________________________________
ROBERT A. CROWN
August ____, 1999 ____________________________________
BARBARA A. CROWN
August ____, 1999 RC INVESTORS CORP.
a Delaware corporation
By: ________________________________
Name: ______________________________
Title: _______________________________
August ____, 1999 BC INVESTORS CORP.
a Delaware corporation
By: ________________________________
Name: ______________________________
Title: _______________________________
August ____, 1999 RACG Holdings LLC
Limited Liability Company
By: ________________________________
Name: ______________________________
Title: _______________________________
August ____, 1999 BACG Holdings LLC
Limited Liability Company
By: ________________________________
Name: ______________________________
Title: _______________________________
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 BERKSHIRE FUND III,
A LIMITED PARTNERSHIP
By: ____________________________________
a Managing Member
August ____, 1999 BERKSHIRE FUND IV,
LIMITED PARTNERSHIP
By: ____________________________________
a Managing Member
August ____, 1999 BERKSHIRE INVESTORS LLC
By: ____________________________________
a Managing Member
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 NASSAU CAPITAL PARTNERS II, L.P.
By Nassau Capital L.L.C.,
its General Partner
By: ____________________________________
Name:
Title:
August ____, 1999 NAS PARTNERS I, L.L.C.
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 FAY, RICHWHITE COMMUNICATIONS
LIMITED
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 PNC VENTURE CORP.
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 NEW YORK LIFE INSURANCE COMPANY
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 AMERICAN HOME ASSURANCE COMPANY
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 CENTENNIAL FUND IV, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: ____________________________________
Name:
Title:
August ____, 1999 CENTENNIAL FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: ____________________________________
Name:
Title:
August ____, 1999 CENTENNIAL ENTREPRENEURS FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ____, 1999 PRIME VIII, L.P.
By: Prime SKA I, LLC
its general partner
By: ____________________________________
Name:
Title: