EXHIBIT 17
AMENDMENT NUMBER THREE
TO STOCKHOLDERS AGREEMENT
AMENDMENT, dated as of August 11, 1999, to the Stockholders Agreement (the
"Stockholders Agreement") dated as of August 21, 1998, as previously amended by
amendments number one and two, among CROWN CASTLE INTERNATIONAL CORP., a
Delaware corporation (the "Company") and each of the STOCKHOLDERS of the Company
listed on Schedule I thereto (collectively, the "Stockholders" and each
individually, a "Stockholder");
WHEREAS, ▇▇▇▇▇▇ ▇. Crown, ▇▇▇▇▇▇▇ ▇. Crown, RC Investors Corp., BC
Investors Corp., the Grantor Retained Annuity Trust of ▇▇▇▇▇▇ ▇. Crown, the
Grantor Retained Annuity Trust of ▇▇▇▇▇▇▇ ▇. 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ Inc. and ▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ ▇. Crown and
▇▇▇▇▇▇▇ ▇. 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
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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
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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
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Agreement, the "CCIC Logo" shall be a logo in the form attached hereto as
Exhibit "A" which is incorporated herein by reference. Notwithstanding the
above, the above covenants and agreement shall not (a) require the Company
(including any successor entity), any stockholder of the Company or member
of the Board to incur any costs, expenses or losses of any nature or amount
including, without limitation, losses relating to potential corporate
opportunity or foregone stockholder value (price, content or any other
item), (b) prevent or delay the Company (including any successor entity)
from consummating or negotiating any proposed transaction or (c) require any
member of the Board to breach any duty and obligation to the Company or its
stockholders. Consent of the Crown Group shall be deemed given if written
consent is obtained from members of the Crown Group holding more than 50% of
the Common Stock held by such persons at the time of the determination."
SECTION 2. Acknowledgements. The Company and each Stockholder acknowledges
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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
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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
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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 11, 1999 CROWN CASTLE INTERNATIONAL CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 16, 1999 TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman
August 16, 1999 DIGITAL FUTURE INVESTMENTS B.V.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August __, 1999 CANDOVER INVESTMENTS, PLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name:
Title:
August __, 1999 CANDOVER (TRUSTEES) LIMITED
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
UK Limited Partnership)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
UK No. 2 Limited Partnership)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
U.S. No. 1 Limited Partnership)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
U.S. No. 2 Limited Partnership)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name:
Title
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 /s/ ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
August 11, 1999
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
The ▇▇▇▇▇▇ 1996 Gift Trusts
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August ___, 1999 By:
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▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
August 12, 1999 By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
The ▇▇▇▇▇▇ 1996 Gift Trusts
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 /s/ ▇▇▇▇▇▇ ▇. Crown
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▇▇▇▇▇▇ ▇. CROWN
August 11, 1999 /s/ ▇▇▇▇▇▇▇ ▇. Crown
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▇▇▇▇▇▇▇ ▇. CROWN
August 11, 1999 RC INVESTORS CORP.
a Delaware corporation
By:/s/ ▇▇▇▇▇▇ ▇. Crown
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Name:
Title:
August 11, 1999 BC INVESTORS CORP.
a Delaware corporation
By:/s/ ▇▇▇▇▇▇▇ ▇. Crown
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Name:
Title:
August 11, 1999 RACG Holdings LLC
Limited Liability Company
By:/s/ ▇▇▇▇▇▇ ▇. Crown
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Name:
Title:
August 11, 1999 BACG Holdings LLC
Limited Liability Company
By:/s/ ▇▇▇▇▇▇▇ ▇. Crown
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Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 12, 1999 BERKSHIRE FUND III
A LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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a Managing Member
August 12, 1999 BERKSHIRE FUND IV
LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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a Managing Member
August 12, 1999 BERKSHIRE INVESTORS LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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a Managing Member
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 NASSAU CAPITAL PARTNERS II, L.P.
By Nassau Capital L.L.C.,
its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Member
August 11, 1999 NAS PARTNERS I, L.L.C.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Member
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 12, 1999 ▇▇▇, RICHWHITE COMMUNICATIONS
LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
FRC #2
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 PNC VENTURE CORP.
By: /s/ ▇▇▇▇ Bentnor
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Name:
Title: Pres.
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 NEW YORK LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 AMERICAN HOME ASSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 13, 1999 THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Its authorized representative
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 CENTENNIAL FUND IV, L.P.
By: Centennial Holdings IV, L.P.
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
August 11, 1999 CENTENNIAL FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
August 11, 1999 CENTENNIAL ENTREPRENEURS FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Three to Stockholders Agreement
August 11, 1999 PRIME VIII, L.P.
By: Prime SKA I, LLC
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Member