Exhibit 18
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
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(a) Section 2.05 of the Agreement is amended and restated to read as
follows:
"SECTION 2.05. Certain Transferees to Execute Agreement. Each
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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
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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
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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 the meaning ascribed to
such term in the Stockholders Agreement.
SECTION 4. Counterparts. This Agreement may be executed
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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: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
_____________________________
Name: ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: CEO
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman
August __, 1999 DIGITAL FUTURE INVESTMENTS D.V.
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
______________________________
Name:
Title:
August , 1999 CANDOVER (TRUSTEES) LIMITED
__
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
______________________________
Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
UK Limited Partnership)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
______________________________
Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
U.K. No.2 Limited Partnership)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
______________________________
Name:
Title:
August __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
US No. 1 Limited Partnership)
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
_____________________________
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four 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 Four to Stockholders Agreement
August __, 1999 /s/ ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
______________________________
▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
August __, 1999
______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
The ▇▇▇▇▇▇ 1996 Gift Trusts
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999
________________________________
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
August __, 1999 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇., Trustee
The ▇▇▇▇▇▇ 1996 Gift Trusts
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 ▇▇▇, RICHWHITE COMMUNICATIONS
LIMITED
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Principal
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
October 13, 1999 BERKSHIRE FUND III
LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_________________________________
a Managing Member
October 13, 1999 BERKSHIRE FUND IV
LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_________________________________
a Managing Member
October 13, 1999 BERKSHIRE INVESTORS LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_________________________________
a Managing Member
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 /s/ ▇▇▇▇▇▇ ▇. Crown
______________________________
▇▇▇▇▇▇ ▇. CROWN
August __, 1999
/s/ ▇▇▇▇▇▇▇ ▇. Crown
_______________________________
▇▇▇▇▇▇▇ ▇. CROWN
August __, 1999
RC INVESTORS CORP.
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. Crown
____________________________
Name:
__________________________
Title:
_________________________
August __, 1999 BC INVESTORS CORP.
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. Crown
____________________________
Name:
__________________________
Title:
_________________________
August __, 1999 RACG Holdings LLC
By: /s/ ▇▇▇▇▇▇ ▇. Crown
____________________________
Name:
__________________________
Title:
_________________________
August __, 1999 BACG Holding LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. Crown
____________________________
Name:
__________________________
Title:
_________________________
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
October 14, 1999 NASSAU CAPITAL PARTNERS II, L.P.
By Nassau Capital L.L.C
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. Hack
______________________________
Name: ▇▇▇▇▇▇▇ ▇. Hack
Title: Member
October 14, 1999 NAS PARTNERS I, L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. Hack
______________________________
Name: ▇▇▇▇▇▇▇ ▇. Hack
Title: Member
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 PNC VENTURE CORP.
By: /s/ ▇▇▇▇▇ McL. ▇▇▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇ McL. ▇▇▇▇▇▇▇
Title: Exec. V. P.
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 NEW YORK LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
______________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
August __, 1999 AMERICAN HOME ASSURANCE COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Four to Stockholders Agreement
October 15, 1999 THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ A. ▇▇▇▇ ▇▇▇▇▇▇▇
_______________________________
Name: A. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Its Authorized Representative