FIRST AMENDMENT TO AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
This First Amendment to Amended and Restated Stockholders Agreement is made
by and among Crown Castle International Corp., a Delaware corporation and
previously Castle Tower Holding Corp.(the "Company"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.,
▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. Crown and ▇▇▇▇▇▇▇ Crown (collectively, the
"Stockholders" and individually, a "Stockholder") and the undersigned persons
listed below under Investors (collectively, the "Investors" and individually,
the "Investor"), to wit:
WHEREAS, the Company, Stockholders and Investors are parties to an Amended
and Restated Stockholders Agreement ("Stockholders Agreement") dated August 15,
1997 relating to the imposition of certain rights, restrictions and obligations
relating to stock of the Company;
WHEREAS, the Company, Stockholders and Investors desire to amend Sections
3.01(a), 5.03, 5.19 and 7.01(a) of the Stockholders Agreement and add a Section
3.05 to the Stockholders Agreement relating to the name of the Company and its
principal subsidiary in the United States; and
WHEREAS, the Company, Stockholders and Investors desire to evidence such
Agreement in writing.
NOW, THEREFORE, the Company, Stockholders and Investors, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, agree as follows:
(1) Section 3.01 of the Stockholders Agreement is amended to change the
target minimum ownership percentage in such section from "5%" to "2 1/2%" and
shall read as follows:
"Section 3.01. Designation of Nominees by Crowns and by Investors.
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(a) So long as the Crowns or their transferees under Section 2.01(b) and
(c) (the "Crown Related Transferees") shall have in the aggregate a 2 1/2%
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or greater interest in the Common Stock of the Company, ▇▇▇▇▇▇ ▇. Crown,
▇▇▇▇▇▇▇ Crown and/or the Crown Related Transferees (collectively, the
"Nominating Group" and, individually, a "Nominating Person") shall have the
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right to designate one nominee for election as a director of the Company (a
"Crown Nominee"). At least ten days prior to any meeting, or written
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action in lieu of a meeting, of Stockholders of the Company at or by which
directors are to be elected, the Nominating Group or a Nominating Person
shall notify the Company and the Investors in writing of the Crown Nominee
designated by the Nominating Group or a Nominating Person for election as a
director. In the absence of any such notification, it shall be presumed
that the then incumbent Crown Nominee has been redesignated as the Crown
Nominee. In the event that no such nomination is made by the Nominating
Group and either (i) no then incumbent Crown Nominee exists or (ii) the
then incumbent Crown Nominee does not intend to serve as a director of the
Company for the upcoming year, ▇▇▇▇▇▇ ▇. Crown shall be nominated for
election without any further action. The initial Crown Nominee is ▇▇▇▇▇▇
▇. Crown."
(2) Section 3.05 relating to the "Crown Castle" and "Crown Communication
Inc." names is added to the Stockholders Agreement and shall read as follows:
"3.05 Company Name. So long as the Crowns or the Crown Related
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Transferees shall have in the aggregate a 2 1/2% or greater interest in the
Common Stock 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 be "Crown Communication Inc.", and (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), to cause the successor or surviving entity to
retain or have a name beginning with "Crown Castle". 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 a 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 Crowns and the Crown Related Transferees
shall be deemed given if written consent is obtained from the Crowns and
the Crown Related Transferees holding more than 50% of the Common Stock
held by such persons at the time of determination."
(3) Section 5.03 of the Stockholders Agreement is amended to delete the
requirement to obtain life insurance on the life of ▇▇▇▇▇ ▇. ▇▇▇ and shall read
as follows:
"Section 5.03 Properties, Business, Insurance. The Company shall
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maintain and cause each of its Subsidiaries to maintain as to their
respective properties and business, with financially sound and reputable
insurers, insurance against such casualties and contingencies and of such
types and in such amounts as is customary for companies similarly situated,
which insurance shall be deemed by the Company to be sufficient. The
Company shall also maintain in effect "key person" life insurance policies,
payable to the Company, on the life of each of ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and
▇▇▇▇▇▇ ▇. Crown (so long as each remains an employee of the Company), in
the amount of $2,000,000 each. The Company shall not cause or permit any
assignment or change in beneficiary and shall not borrow against any such
policy. If requested by the Purchasers holding at least a majority of the
outstanding Preferred Shares, the Company will add one designee of such
Purchasers as a notice party for each such policy and shall request that
the issuer of each policy provide such designee with ten days' notice
before such policy is terminated (for failure to pay premiums or otherwise)
or assigned or before any change is made in the beneficiary thereof."
(4) Section 5.19 of the Stockholders Agreement is amended to include a
reservation of shares of Senior Convertible Preferred Stock of the Company
issuable as dividends pursuant to paragraph 3 of Section II of Article Fourth of
the Certificate of Incorporation of the Company as amended by the Certificate of
Amendment of Certificate of Incorporation filed October 31, 1997 and shall read
as follows:
"Section 5.19 Reserve for Shares Issued Upon Conversion or as Stock
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Dividends. The Company shall at all times reserve and keep available out of
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its authorized but unissued shares of Class B Stock and Senior Convertible
Preferred Stock, for the purpose of effecting the conversion of the
Preferred Shares and the distribution of stock dividends on the Senior
Convertible Preferred Stock and otherwise to comply with the terms of this
Agreement, such number of its duly authorized shares of Common Stock and
Senior Convertible Preferred Stock as shall be sufficient to effect the
conversion of the Preferred Shares from time to time outstanding and stock
dividend distributions on the Senior Convertible Preferred Stock from time
to time outstanding or otherwise to comply with the terms of this
Agreement. If at any time the number of authorized but unissued shares of
Common Stock and Senior Convertible Preferred Stock shall not be sufficient
to effect the conversion or distribution of or otherwise to comply with the
terms of this Agreement, the Company will forthwith take such corporate
action as may be necessary to increase its authorized but unissued shares
of Common Stock and Senior Convertible Preferred Stock, as applicable, to
such number of shares as shall be sufficient for such purposes. The
Company will obtain any authorization, consent, approval or other action
by, or make any filing with, any court or administrative body that may be
required under applicable state securities laws in connection with the
issuance of shares of Common Stock upon conversion of the Preferred Shares
and the issuance of shares of Senior
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Convertible Preferred Stock upon stock dividend distributions relating to
Senior Convertible Preferred Stock."
(5) Section 7.01 of the Stockholders Agreement is amended to change the
target minimum ownership percentage from "5%" to "2 1/2%" and shall read as
follows:
"Section 7.01. Term. Other than (a) Section 3.01(a), (c), (e) and
----
Section 3.05, which shall continue in effect for so long as the Crowns or
the Crown Related Transferees shall have in the aggregate a 2 1/2% or
greater interest in the Common Stock of the Company and (b) Article VI
hereof, this Agreement shall terminate immediately prior to the
consummation of the first firm commitment underwritten public offering
pursuant to an effective registration statement on Form S-1 (or its then
equivalent) under the Securities Act, which offering has been approved by a
majority of the Board (including the approval of at least 66 2/3% of the
directors nominated by the holders of the Preferred Shares and the
Nominating Group, considered as a group)."
(6) The Stockholder Agreement shall continue in full force and effect
except as amended by this First Amendment to the Stockholders Agreement.
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EXECUTED effective the 28th day of January, 1998, in multiple originals and
counterparts.
COMPANY:
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇
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Title: President
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STOCKHOLDERS:
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. Crown
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▇▇▇▇▇▇ ▇. Crown
/s/ ▇▇▇▇▇▇▇ ▇. Crown
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▇▇▇▇▇▇▇ ▇. Crown
INVESTORS:
BERKSHIRE FUND III, A Limited Partnership
By: Third Berkshire Associates LP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Managing Member of Third Berkshire
Managers LLC, the General Partner of
Third Berkshire Associates LP, the
general partner of Berkshire Fund III,
A Limited Partnership.
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BERKSHIRE FUND IV, Limited Partnership
By: Fourth Berkshire Associates LLC
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing Director
BERKSHIRE INVESTORS LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------------
a Managing Member
CENTENNIAL FUND IV, L.P.
By: Centennial Holdings V, L.P., its
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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Print: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., General Partner
CENTENNIAL FUND V, L.P.
By: Centennial Holdings V, L.P.,
its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
----------------------------------
Print: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., General Partner
NASSAU CAPITAL PARTNERS II L.P.
By: Nassau Capital L.L.C.
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. Hack
---------------------------------
▇▇▇▇▇▇▇ ▇. Hack, Member
NAS PARTNERS I L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. Hack
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▇▇▇▇▇▇▇ ▇. Hack, Member
▇▇▇, RICHWHITE COMMUNICATIONS LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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____________________,
PNC VENTURE CORP.
By: /s/ ▇▇▇▇▇ McL. ▇▇▇▇▇▇▇
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Print: ▇▇▇▇▇ McL. ▇▇▇▇▇▇▇
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Title: Exec VP
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AMERICAN HOME ASSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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NEW YORK LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Director
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THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ A. ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: A. ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Its authorized representative
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HARVARD PRIVATE CAPITAL HOLDINGS, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Authorized Signatory
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Authorized Signatory
PRIME VIII, LP
By: Prime SKA I, LLC
its General Partner
By: /s/ ▇.▇. ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
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Title: Managing Director
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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