EXHIBIT 4.2
AMENDMENT NUMBER FOUR
TO STOCKHOLDERS AGREEMENT
AMENDMENT, dated effective October 1, 1999, to the Stockholders Agreement
(the "Stockholders Agreement") dated as of August 21, 1998, among CROWN CASTLE
INTERNATIONAL CORP., a Delaware corporation (the "Company") and each of the
STOCKHOLDERS of the Company listed on Schedule I thereto (collectively, the
"Stockholders" and each individually, a "Stockholder");
WHEREAS, the Company and the Stockholders desire to amend the Stockholders
Agreement to provide that Shares distributed by a Stockholder to a partner,
member, stockholder or beneficiary of such Stockholder shall cease to be a
subject to the Stockholders Agreement and the distribution of such Shares shall
not cause the distributee to be a Stockholder;
WHEREAS, pursuant to Section 6.04 of the Stockholders Agreement, the
Stockholders Agreement may be amended by the mutual agreement of the parties
thereto; and
WHEREAS, the Company and the Stockholders have agreed to amend the
Stockholders Agreement in the manner hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the respective
agreements, acknowledgments and confirmations hereinafter set forth and set
forth in the Stockholders Agreement, the parties hereto agree as follows:
SECTION 1. Amendment.
(a) Section 2.05 of the Agreement is amended and restated to read as
follows:
"SECTION 2.05. Certain Transferees to Execute Agreement. Each
Stockholder agrees that it will not, directly or indirectly, sell or
otherwise transfer any Shares held by such Stockholder to any of its
Affiliates or permitted transferees, unless, prior to the consummation of
any such sale or transfer, the Affiliate or permitted transferee to whom
such sale or transfer is proposed to be made (a "Prospective Transferee")
(i) executes and delivers to the Company and each other party to this
Agreement a counterpart hereof and (ii) represents and warrants in writing
to the Company that such counterpart has been duly authorized, executed and
delivered by such Prospective Transferee and is a legal, valid and binding
obligation of such Prospective Transferee enforceable against it in
accordance with its terms, subject to insolvency, bankruptcy and other laws
affecting creditors generally. Upon the execution and delivery by such
Prospective Transferee of the documents referred to in the preceding
sentence, such Prospective Transferee shall be
deemed a "Stockholder" for the purposes of this Agreement, and shall have
the rights and be subject to the obligations of a Stockholder hereunder
with respect to the Shares held by such Prospective Transferee. The
provisions of this Section 2.05 shall not apply to any distribution of
Shares by a Stockholder to its partners (in the case of a partnership),
members (in the case of a limited liability company), stockholders (in the
case of a corporation) or beneficiaries (in the case of a trust) of such
Stockholder whether or not the distributee is a Stockholder, Affiliate or
permitted transferee."
(b) Section 2.06 of the Agreement is amended and restated to read as
follows:
"SECTION 2.06. Sale to a Third Party; Distributions. If a sale or
transfer of Shares is made by a Stockholder to a third party (except for
transfers within the TDF Group, the Berkshire Group, the Centennial Group,
the Candover Group, the Nassau Group or otherwise to an Affiliate or to any
permitted transferee) (a "Third Party Transferee"), such Shares shall
immediately cease to be subject to this Agreement and such Third Party
Transferee will not become a Stockholder for purposes of this Agreement.
If a sale or transfer of Shares results in the selling Stockholder or a
permitted transferee ceasing to own any Shares, such selling Stockholder
shall cease to be a Stockholder for purposes of this Agreement. If a
Stockholder distributes Shares to any of its partners (in the case of a
partnership), members (in the case of a limited liability company),
stockholders (in the case of a corporation) or beneficiaries (in the case
of a trust), such Shares shall immediately cease to be subject to this
Agreement (whether or not the distributee is a Stockholder, a member of the
TDF Group, the Berkshire Group, the Centennial Group, the Candover Group,
the Nassau Group, an Affiliate or a permitted transferee) and such partner,
member, stockholder or beneficiary will not become a Stockholder for
purposes of this Agreement as a result of such distribution."
SECTION 3. Construction: Continuing Effect. This Agreement shall be
construed in connection with and as part of the Stockholders Agreement and each
reference to the Stockholders Agreement contained in any other document shall
mean the Stockholders Agreement as amended hereby. As amended hereby, the
Stockholders Agreement shall continue in full force and effect. Terms used but
not defined in this Amendment Number Four to Stockholders Agreement shall 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 effective
as of the day and year first above written.
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August ____, 1999 CROWN CASTLE INTERNATIONAL CORP.
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four 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 Four 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 Four 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 Four 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 Four 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 Four 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 Four 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 Four to Stockholders Agreement
August ____, 1999 FAY, RICHWHITE COMMUNICATIONS
LIMITED
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August ____, 1999 PNC VENTURE CORP.
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August ____, 1999 NEW YORK LIFE INSURANCE COMPANY
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August ____, 1999 HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August ____, 1999 AMERICAN HOME ASSURANCE COMPANY
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August ____, 1999 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By: ____________________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four 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 Four to Stockholders Agreement
August ____, 1999 PRIME VIII, L.P.
By: Prime SKA I, LLC
its general partner
By: ____________________________________
Name:
Title: