Exhibit 16
AMENDMENT NUMBER TWO
TO STOCKHOLDERS AGREEMENT
AMENDMENT, dated effective as of May 24, 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 in Schedule I thereto
(collectively, the "Stockholders" and each individually, 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;
WHEREAS, the Company and the Stockholders (including Xxxxxx X. Crown and
Xxxxxxx X. Crown) have agreed to amend the Stockholders Agreement in the
respects hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and the respective
agreements hereinafter set forth and set forth in the Stockholders Agreement,
the parties hereto agree as follows;
SECTION 1. Amendment. 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
------------
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 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) form 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. 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.
SECTION 3. 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 as of the
day and year first above written.
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 28, 1999 TELEDIFFUSION DE FRANCE
INTERNATIONAL S.A.
By: /s/ Xxxxxx Xxxxxxx
------------------
Name: Xxxxxx Xxxxxxx
Title: Chairman
May 28, 1999 DIGITAL FUTURE INVESTMENTS B.V.
By: /s/ Xxxxxx Xxxxxxx
------------------
Name: Xxxxxx Xxxxxxx
Title: as Chairman of TeleDiffusion
de France International S.A.,
Managing Director
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 27, 1999 CROWN CASTLE INTERNATIONAL CORP.
By: /s/ Xxx X. Xxxxxx, Xx.
---------------------------
Name: Xxx X. Xxxxxx, Xx.
Title: Chairman, CEO
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 CANDOVER INVESTMENTS, PLC
By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Fairservice
Title: Deputy Chairman
May __, 1999 CANDOVER (TRUSTEES) LIMITED
By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Fairservice
Title: Deputy Chief Executive
May __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover
1994 UK Limited Partnership)
By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Fairservice
Title: Deputy Chief Executive
May __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover
1994 UK No. 2 Limited Partnership)
By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Fairservice
Title: Deputy Chief Executive
May __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover
1994 US No. 1 Limited Partnership)
By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Fairservice
Title: Deputy Chief Executive
May __, 1999 CANDOVER PARTNERS LIMITED
(as general partner of the Candover 1994
US No. 2 Limited Partnership)
By: /s/ Xxxxx Xxxxxxx Xxxxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Fairservice
Title: Deputy Chief Executive
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 /s/ Xxx X. Xxxxxx, Xx.
----------------------------------
XXX X. XXXXXX, XX.
May __, 1999 /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
XXXXXX X. XXXXXXXXX, Trustee
The Xxxxxx 1996 Gift Trusts
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 /s/ Xxxxxx X. Crown
----------------------------------
XXXXXX X. CROWN
May __, 1999 /s/ Xxxxxxx X. Crown
----------------------------------
XXXXXXX X. CROWN
May __, 1999 RC INVESTORS CORP.
a Delaware corporation
By: /s/ Xxxxxx X. Crown
-------------------------------
Name: Xxxxxx X. Crown
-----------------------------
Title: President
----------------------------
May __, 1999 BC INVESTORS CORP.
a Delaware corporation
By: /s/ Xxxxxxx X. Crown
-------------------------------
Name: Xxxxxxx X. Crown
-----------------------------
Title: President
----------------------------
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 AMERICAN HOME ASSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 28, 1999 THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ A. Xxxx Xxxxxxx
-----------------------------
Name: A. Xxxx Xxxxxxx
Title: Its authorized representative
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 CENTENNIAL FUND IV, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name:
Title:
May __, 1999 CENTENNIAL FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name:
Title:
May __, 1999 CENTENNIAL ENTREPRENEURS FUND V, L.P.
By: Centennial Holdings V, L.P.
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 27, 1999 PRIME VIII, L.P.
By: Prime SKA I, LLC
its general partner
By: /s/ X. X. Xxxxxx
-------------------------------
Name:
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 27, 1999 BERKSHIRE FUND III,
A LIMITED PARTNERSHIP
By: /s/ Xxxx Xxxxxxxxx
-------------------------------
a Managing Member
May 27, 1999 BERKSHIRE FUND IV,
LIMITED PARTNERSHIP
By: /s/ Xxxx Xxxxxxxxx
-------------------------------
a Managing Member
May 27, 1999 BERKSHIRE INVESTORS LLC
By: /s/ Xxxx Xxxxxxxxx
-------------------------------
a Managing Member
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May 27, 1999 NASSAU CAPITAL PARTNERS II, L.L.P.
By Nassau Capital L.L.C.
its General Partner
By: /s/ Xxxxxxx X. Hack
-------------------------------
Name: Xxxxxxx X. Hack
Title: Member
May 27, 1999 NAS PARTNERS I, L.L.C.
By: /s/ Xxxxxxx X. Hack
-------------------------------
Name: Xxxxxxx X. Hack
Title: Member
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 XXX, RICHWHITE COMUNICATIONS
LIMITED
By: /s/ X. X. Xxxxx
-------------------------------
Name: X. X. Xxxxx
Title:
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 FNC VENTURE CORP.
By: /s/ Xxxxx McL. Xxxxxxx
-------------------------------
Name: Xxxxx McL. Xxxxxxx
Title: Executive VP
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
June 10, 1999 NEW YORK LIFE INSURANCE COMPANY
By: Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Investment Manager
CROWN CASTLE INTERNATIONAL CORP.
Amendment Number Two to Stockholders Agreement
May __, 1999 HARVARD PRIVATE CAPITAL
HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
