Exhibit 99.4
AMENDMENT No. 1 dated as of March 31, 1999, to the
Rights Agreement dated as of August 21, 1998 (the
"Rights Agreement"), between CROWN CASTLE INTERNATIONAL
CORP. (the "Company") and CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and
in accordance with Section 26 thereof, the following actions
are hereby taken prior to executing the Operating Agreement
referred to below:
Section 1. Amendment to Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1 of the
Rights Agreement is amended to add the following at the end of the third to
the last sentence thereof:
"; provided further that, for so long as Xxxx Atlantic or any
Affiliate of Xxxx Atlantic which is controlled by Xxxx Atlantic shall not
become the Beneficial Owner of any Voting Securities other than pursuant to
the following clauses (i), (ii) and (iii), none of Xxxx Atlantic or any
such Affiliate shall be deemed to be an Acquiring Person solely by virtue
of (i) the issuance of the Contributed Shares by the Company and the
contribution thereof by Company Member to Crown Atlantic HoldCo at the
closing of the transactions contemplated by the Formation Agreement and
also after such closing in accordance with the provisions of Section 3.8 of
the Formation Agreement, or (ii) the distribution or transfer of the
Contributed Shares (including all changes in the Contributed Shares by
reason of dividends payable in stock of the Company, distributions,
issuances of stock, stock splits, recapitalizations, reorganizations,
mergers, consolidations, combinations, exchanges or other similar changes
with regard to the Common Stock occurring following the date hereof, and
together with all cash, securities (and rights and interests therein) and
other property received or receivable with respect to the Contributed
Shares) to BAM in connection with the dissolution of Crown Atlantic HoldCo
or otherwise, or (iii) the payment by Company Member to BAM, made in Common
Stock in connection with the dissolution of Crown Atlantic HoldCo pursuant
to Section 9.5 of the Operating Agreement, of an amount equal to the
Allocated Share (as defined in the Operating Agreement) of the Fair Market
Value (as defined in
the Operating Agreement) of the Crown Atlantic HoldCo Sub membership interest.
(b) The following definitions shall be added to Section 1 of the
Rights Agreement:
"BAM" shall mean Cellco Partnership, a Delaware general
partnership doing business as Xxxx Atlantic Mobile.
"Xxxx Atlantic" shall mean Xxxx Atlantic Corporation, a Delaware
corporation.
"Company Member" shall mean CCA Investment Corp., a Delaware
corporation and a wholly owned subsidiary of the Company.
"Contributed Shares" shall mean the Bidder Contributed Shares, as
such term is defined in the Formation Agreement.
"Crown Atlantic HoldCo" shall mean Crown Atlantic Holding Company
LLC, a Delaware limited liability company.
"Crown Atlantic HoldCo Sub" shall mean Crown Atlantic Holding Sub
LLC, a Delaware limited liability company.
"Formation Agreement" shall mean the Formation Agreement dated as
of December 8, 1998 among the Company, Company Member, BAM, and certain
transferring partnerships, as amended on March 31, 1999.
"Operating Agreement" shall mean the Operating Agreement of Crown
Atlantic HoldCo entered into as of March 31, 1999.
Section 2. Full Force and Effect. Except as expressly amended
hereby, all of the provisions of the Rights Agreement are hereby ratified
and confirmed to be in full force and effect in accordance with the
provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Delaware applicable to
contracts to be made and performed entirely within such State.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first above
written.
CROWN CASTLE INTERNATIONAL CORP.,
by: /s/ Xxxxx X. Xxx
--------------------------
Name: Xxxxx X. Xxx
Title: President
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C.,
by: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Relationship Manager
