-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNtYTnUGEIH8JtuEmByB1pa426E75c+IFJnPkAChTpnkRE9g3NIqhX6Ykkyy0uaP oC+sorGEYiP10Wo8K5Ps9Q== 0000950123-03-007452.txt : 20030625 0000950123-03-007452.hdr.sgml : 20030625 20030625160835 ACCESSION NUMBER: 0000950123-03-007452 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030625 GROUP MEMBERS: BELL ATLANTIC MOBILE INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CASTLE INTERNATIONAL CORP CENTRAL INDEX KEY: 0001051470 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 760470458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54549 FILM NUMBER: 03756786 BUSINESS ADDRESS: STREET 1: 510 BERING DRIVE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135703000 MAIL ADDRESS: STREET 1: 510 BERING DRIVE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VERIZON COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732712 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 232259884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123952121 MAIL ADDRESS: STREET 1: 1095 AVE OF THE AMERICAS STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: BELL ATLANTIC CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 y87833sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D - ------------------- ------------ CUSIP NO. 228227104 13D PAGE 1 OF 18 - ------------------- ------------ -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response..... 11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)(*) CROWN CASTLE INTERNATIONAL CORP. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 228227104 - -------------------------------------------------------------------------------- (CUSIP Number) Bell Atlantic Mobile, Inc. 1095 Avenue of the Americas New York, New York 10036 with a copy to: Marianne Drost, Esq. Senior Vice President, Deputy General Counsel and Corporate Secretary Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036 212-395-1783 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 25, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. - --------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------- ------------ CUSIP NO. 228227104 13D PAGE 2 OF 18 - ------------------- ------------ - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bell Atlantic Mobile, Inc. 22-3344794 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 shares -------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 10,697,783 shares BENEFICIALLY -------------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 shares -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,697,783 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,697,783 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.91% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------------- ------------ CUSIP NO. 228227104 13D PAGE 3 OF 18 - ------------------- ------------ - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Verizon Communications Inc. (f/k/a Bell Atlantic Corporation) 23-2259884 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 shares -------------------------------------------------------------- 8 SHARED VOTING POWER NUMBER OF SHARES 10,697,783 shares BENEFICIALLY -------------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 shares -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,697,783 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,697,783 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.91% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------------- ------------ CUSIP NO. 228227104 13D PAGE 4 OF 18 - ------------------- ------------ The following information supplements and amends the information contained in the Schedule 13D (the "Original 13D") filed by Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless ("VW"), and Verizon Communications Inc. (f/k/a Bell Atlantic Corporation), a Delaware corporation ("Verizon"), as amended by Amendment No. 1 thereto, relating to the beneficial ownership of the common stock, $0.01 par value per share, of Crown Castle International Corp., a Delaware corporation (the "Corporation"). Unless otherwise stated herein, the Original 13D as amended by Amendment No. 1 thereto remains in full force and effect. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original 13D as amended by Amendment No.1 thereto. ITEM 1. SECURITY AND ISSUER. No changes. ITEM 2. IDENTITY AND BACKGROUND. No changes. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No changes. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by replacing the second paragraph of Item 4 with the following: On June 24, 2003, BAM Inc. and SPO Partners II, L.P., a Delaware limited partnership ("SPO Partners") entered into a Securities Purchase Agreement and related side letter pursuant to which SPO Partners agreed to purchase from BAM Inc. 4,900,000 of the Contributed Shares. Such sale was consummated on June 25, 2003. Pursuant to such Securities Purchase Agreement, SPO Partners has agreed that it will not sell or otherwise dispose of any or all of the shares of Common Stock of the Corporation purchased thereunder prior to either (i) the date that BAM Inc. sells all of the shares of Common Stock of the Corporation owned by it and included in a registration statement to be filed by the Corporation with the Securities and Exchange Commission in the future, or (ii) December 1, 2003, whichever is earlier. Except as provided in this Item 4, neither BAM Inc. nor Verizon, and to the best knowledge of each of them, none of the persons named in Schedules I and II, currently has any plan or proposal which relate to, or might result in, any of the events described in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Pursuant to the Registration Rights Letter, BAM Inc. has requested that the Corporation file a registration statement on Form S-3 to register for sale all of the Contributed Shares, including 4,900,000 of the Contributed Shares that were sold to SPO Partners. Further, BAM Inc. and Verizon intend, from time to time, to consider, engage in discussions regarding or consummate, in one, or a series of, public or private sales transactions, the sale or other disposition of all or a portion of the Contributed Shares then owned by BAM Inc. - ------------------- ------------ CUSIP NO. 228227104 13D PAGE 5 OF 18 - ------------------- ------------ ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. The disclosure previously contained in Item 5 is replaced with the following: BAM Inc. is the beneficial owner of 10,697,783 shares of Common Stock of the Corporation. BAM Inc. has, together with Verizon, shared voting power with respect to 10,697,783 shares of Common Stock, which constitutes approximately 4.91% of the Common Stock of the Corporation outstanding on May 2, 2003 (based on the number of shares outstanding as contained in the Corporation's most recently filed Form 10-Q), and shared dispositive power with respect to 10,697,783 shares of Common Stock. None of the persons listed in Schedules I and II has voting or dispositive power with respect to any shares of Common Stock of the Corporation. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The following is added to the end of Item 6: The discussion of the Securities Purchase Agreement and related side letter is incorporated into this Item 6 from the penultimate paragraph of Item 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following is added to the end of Item 7: Exhibit 6. Securities Purchase Agreement dated as of June 24, 2003 by and between BAM, Inc. and SPO Partners Exhibit 7. Side Letter dated June 24, 2003 with respect to the Securities Purchase Agreement included as Exhibit 6 above - ------------------- ------------ CUSIP NO. 228227104 13D PAGE 6 OF 18 - ------------------- ------------ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BELL ATLANTIC MOBILE, INC. Date: June 25, 2003 By: /s/Stephen B. Heimann ------------------------------------ Name: Stephen B. Heimann Title: Vice President and Assistant Secretary SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. VERIZON COMMUNICATIONS INC. Date: June 25, 2003 By: /s/Marianne Drost ------------------------------------- Name: Marianne Drost Title: Senior Vice President, Deputy General Counsel and Corporate Secretary - ------------------- ------------ CUSIP NO. 228227104 13D PAGE 7 OF 18 - ------------------- ------------ Schedule I Bell Atlantic Mobile, Inc. Executive Officers and Directors
Name and Address Position and Principal Occupation ---------------- --------------------------------- Lawrence T. Babbio, Jr. Director and Chairman, President and Chief Executive Verizon Communications Inc. Officer of Bell Atlantic Mobile, Inc. 1095 Avenue of the Americas Vice Chairman and President of Verizon Communications New York, New York 10036 Inc. Janet M. Garrity Assistant Treasurer of Bell Atlantic Mobile, Inc. Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036 Stephen B. Heimann Director and Vice President and Assistant Secretary of Verizon Communications Inc. Bell Atlantic Mobile, Inc. 1095 Avenue of the Americas New York, New York 10036 Paul N. Kelly Vice President - Taxes of Bell Atlantic Mobile, Inc. Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036 Dermott O. Murphy Director and Vice President and Chief Financial Officer of Verizon Communications Inc. Bell Atlantic Mobile, Inc. 1095 Avenue of the Americas New York, New York 10036 Gary C. Ridge Vice President, Secretary and Treasurer of Bell Atlantic Verizon Communications Inc. Mobile, Inc. 1095 Avenue of the Americas New York, New York 10036
* All of the above listed directors and officers are citizens of the United States. - ------------------- ------------ CUSIP NO. 228227104 13D PAGE 8 OF 18 - ------------------- ------------ Schedule II Verizon Communications Inc. Executive Officers and Directors
Name and Address Position and Principal Occupation ---------------- --------------------------------- James R. Barker Director of Verizon Communications Inc. Verizon Communications Inc. Chairman of Interlake Steamship Co. and Vice Chairman of 1095 Avenue of the Americas Mormac Marine Group, Inc. and Moran Towing Corporation New York, New York 10036 Richard L. Carrion Director of Verizon Communications Inc. Verizon Communications Inc. Chairman, President and Chief Executive Officer of 1095 Avenue of the Americas Banco Popular de Puerto Rico and Popular, Inc. New York, New York 10036 Charles R. Lee Chairman of the Board of Verizon Communications Inc. Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036 Sandra O. Moose Director of Verizon Communications Inc. Verizon Communications Inc. Senior Vice President and Director of The Boston 1095 Avenue of the Americas Consulting Group, Inc. New York, New York 10036 Joseph Neubauer Director of Verizon Communications Inc. Verizon Communications Inc. Chairman and Chief Executive Officer of 1095 Avenue of the Americas ARAMARK Corporation New York, New York 10036 Thomas H. O'Brien Director of Verizon Communications Inc. Verizon Communications Inc. Retired Chairman and Chief Executive Officer, The PNC 1095 Avenue of the Americas Financial Services Group, Inc. New York, New York 10036 Russell E. Palmer Director of Verizon Communications Inc. Verizon Communications Inc. Chairman and Chief Executive Officer, The Palmer Group 1095 Avenue of the Americas New York, New York 10036 Hugh B. Price Director of Verizon Communications Inc. Verizon Communications Inc. Retired President and Chief Executive Officer of the 1095 Avenue of the Americas National Urban League New York, New York 10036
- ------------------- ------------ CUSIP NO. 228227104 13D PAGE 9 OF 18 - ------------------- ------------ Ivan G. Seidenberg Director of Verizon Communications Inc. Verizon Communications Inc. President and Chief Executive Officer of 1095 Avenue of the Americas Verizon Communications Inc. New York, New York 10036 Walter V. Shipley Director of Verizon Communications Inc. Verizon Communications Inc. Retired Chairman, The Chase Manhattan Corporation 1095 Avenue of the Americas New York, New York 10036 John R. Stafford Director of Verizon Communications Inc. Verizon Communications Inc. Retired Chairman of the Board, Wyeth 1095 Avenue of the Americas New York, New York 10036 Robert D. Storey Director of Verizon Communications Inc. Verizon Communications Inc. Partner, law firm of Thompson Hine LLP 1095 Avenue of the Americas New York, New York 10036 Lawrence T. Babbio, Jr. Vice Chairman and President of Verizon Communications Verizon Communications Inc. Inc. 1095 Avenue of the Americas New York, New York 10036 Mary Beth Bardin Executive Vice President - Public Affairs and Verizon Communications Inc. Communications of Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036 William P. Barr Executive Vice President and General Counsel of Verizon Verizon Communications Inc. Communications Inc. 1095 Avenue of the Americas New York, New York 10036 David H. Benson Senior Vice President and Controller of Verizon Verizon Communications Inc. Communications Inc. 1095 Avenue of the Americas New York, New York 10036 John W. Diercksen Senior Vice President--Strategy, Development and Verizon Communications Inc. Planning of Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036
- ------------------- ------------- CUSIP NO. 228227104 13D PAGE 10 OF 18 - ------------------- ------------- William F. Heitmann Senior Vice President and Treasurer of Verizon Verizon Communications Inc. Communications Inc. 1095 Avenue of the Americas New York, New York 10036 Ezra D. Singer Executive Vice President - Human Resources of Verizon Verizon Communications Inc. Communications Inc. 1095 Avenue of the Americas New York, New York 10036 Dennis F. Strigl Executive Vice President and President and CEO-Verizon Verizon Communications Inc. Wireless Joint Venture of Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036 Doreen A. Toben Executive Vice President and Chief Financial Officer of Verizon Communications Inc. Verizon Communications Inc. 1095 Avenue of the Americas New York, New York 10036
* All of the above listed directors and officers are citizens of the United States. - ------------------- ------------- CUSIP NO. 228227104 13D PAGE 11 OF 18 - ------------------- ------------- Exhibit 6 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of June 24, 2003, by and between Bell Atlantic Mobile, Inc., a Delaware corporation ("Seller"), and SPO Partners II, L.P., a Delaware limited partnership ("Purchaser"). WHEREAS, Seller is the legal and beneficial owner of 15,597,783 shares of common stock, par value $0.01 per share (the "Common Stock"), of Crown Castle International Corp., a Delaware corporation (the "Company"); and WHEREAS, Seller desires to sell 4,900,000 shares of the Common Stock held by it (the "Purchased Shares"), and Purchaser desires to purchase the Purchased Shares for the amount set forth below; NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein the parties hereto agree as follows: 1. PURCHASE AND SALE OF THE PURCHASED SHARES. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase the Purchased Shares, at a price equal to $7.40 per share on June 25, 2003 (the "Closing Date"). The closing shall take place at Verizon Communications Inc., 1095 Avenue of the Americas, New York, New York 10036, or at such other location as shall be mutually agreed to by the parties hereto. 2. CLOSING AND DELIVERY OF THE PURCHASED SHARES. On the Closing Date, subject to the terms and conditions of this Agreement, each of the following shall occur: a) Seller shall (i) cause to be delivered to Purchaser a certificate or certificates for the Purchased Shares, and shall cause to be delivered any documentation required for transfer in form acceptable to the Company and to the transfer agent for the Common Stock and (ii) assign and transfer to Purchaser all of Seller's rights related to the Purchased Shares under, and in accordance with the terms of, Exhibit 9.8 to the Formation Agreement dated December 8, 1998, relating to the formation of Crown Atlantic Company LLC, Crown Atlantic Holding Sub LLC and Crown Atlantic Holding Company LLC (the "Rights Exhibit"), as amended by the letter agreement dated May 1, 2003 among Seller, Crown Atlantic Holding Company LLC, CCA Investment Corp. and the Company (the "Letter Agreement," the Rights Exhibit, as amended by the Letter Agreement, being referred to herein as the "Rights Agreement"), in connection with the sale and transfer of the Purchased Shares (the "Registration Rights") and shall deliver to Purchaser and the Company any documentation necessary to effect such transfer. Delivery of the Purchased Shares shall be made in accordance with the instructions of Purchaser and affixed with such stock powers as Purchaser shall instruct, - ------------------- ------------- CUSIP NO. 228227104 13D PAGE 12 OF 18 - ------------------- ------------- subject to customary settlement procedures. Seller further covenants that it shall at any time, and from time to time after the date hereof, execute, acknowledge and deliver all further assignments, transfers, and any other such instruments of conveyance, upon the reasonable request of Purchaser, to confirm the sale of the Purchased Shares and the assignment of the Registration Rights hereunder. b) Purchaser shall make payment of the aggregate purchase price for the Purchased Shares by wire transfer of immediately available funds to Seller in the amount of $36,260,000.00, pursuant to Seller's wire instructions as set forth below. Such payment shall be made against delivery of the Purchased Shares from Seller to Purchaser. All amounts shall be wired to Seller at the following account: Bank: Mellon Bank West, 3 Mellon Bank Center, Pittsburgh, PA 15259 ABA Number: 043000261 Account Name: Verizon Global Funding Corp. Account Number: 199-2890 For Further Credit to: Bell Atlantic Mobile, Inc. 3. REPRESENTATIONS OF SELLER. Seller represents and warrants to Purchaser that: a) Seller is the owner of record and beneficially owns and has the unrestricted right to transfer the Purchased Shares, free and clear of all liens, claims, charges, encumbrances and restrictions on transfer (other than as such right may be restricted by laws of general application, including the Securities Act of 1933, as amended (the "Act")). b) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Seller has full right, power and authority to enter into this Agreement and to transfer the Purchased Shares and perform its obligations hereunder in accordance with the terms of this Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. c) This Agreement has been duly authorized, executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms (subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity). d) Seller's execution, delivery and performance of this Agreement do not violate or conflict with its certificate of incorporation or bylaws, any resolutions or directives of the board of directors of Seller, any law, rule or regulation applicable to Seller or its assets or properties, or any order or judgment of any - ------------------- ------------- CUSIP NO. 228227104 13D PAGE 13 OF 18 - ------------------- ------------- court or other agency of government applicable to or affecting Seller or its assets or properties. e) All of Seller's rights related to the Purchased Shares under the Rights Agreement are assignable to Purchaser. The Purchased Shares constitute "Registrable Securities" for purposes of the Rights Agreement. On the Closing Date, Seller agrees to assign and transfer all of its rights related to the Purchased Shares under the Rights Agreement to Purchaser, which rights shall thereafter inure to the benefit of Purchaser in accordance with the provisions of paragraph 4 of the Letter Agreement. f) No consent, approval, authorization or order of, or filing or registration with, any court, regulatory authority or other governmental agency or body or third party is required in connection with the transactions contemplated herein. g) Seller has not assigned or transferred any interest in any of the Purchased Shares, or entered into any agreement with the Company the effect of which is to modify the rights of the holder of the Purchased Shares as set forth herein. h) Seller acknowledges and represents that it has made its own investigation into the merits and risks of entering into the transaction contemplated by this Agreement, and that it has the capacity and financial expertise to evaluate the same; and that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares and has not relied on any representations or warranties of Purchaser or its agents or affiliates (whether oral or written) other than the representations and warranties of Purchaser expressly provided herein. i) Seller is not an "affiliate" of the Company, as such term is defined in Rule 144(a)(l) promulgated under the Act, nor is Seller selling the Purchased Shares on behalf of the Company or any affiliate thereof. j) Seller is not currently acting as an agent of the Company, or as an underwriter or a dealer with respect to (or, participating in a distribution of) any securities of the Company. k) Seller is not prompted to sell the Purchased Shares by any material, non-public information concerning the Company. l) Neither Seller, nor any person acting on its behalf, has made or will make, directly or indirectly, any offers or sales with respect to any of the Purchased Shares by any form of general solicitation or general advertising (within the meaning of Regulation D under the Act). m) Neither Seller, nor any person acting on its behalf, has made or will make, directly or indirectly, offers or sales of any security, or has solicited or will solicit offers to buy any security, under circumstances that would require the - ------------------- ------------- CUSIP NO. 228227104 13D PAGE 14 OF 18 - ------------------- ------------- registration of the sale of the Purchased Shares from Seller to Purchaser under the Act. 4. REPRESENTATIONS OF PURCHASER. Purchaser represents and warrants to Seller that: a) Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware and it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder in accordance with the terms of this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. b) This Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of it, enforceable in accordance with its terms (subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity). c) Purchaser is acquiring the Purchased Shares to be acquired by it hereunder for its own account for investment purposes, and Purchaser will resell such Purchased Shares only in transactions which would be permissible under the securities laws of the United States of America or any state thereof. d) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) promulgated under the Act. e) Purchaser represents that in the normal course of its business, it invests in or purchases securities similar to the Purchased Shares and that it has sufficient knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Purchased Shares. f) Purchaser is aware that it may be required to bear the economic risk of an investment in the Purchased Shares for an indefinite period of time and it is able to bear the risk for an indefinite period. g) Purchaser is aware that, until the Company is reasonably satisfied in accordance with industry practice that such legend is not required, a legend similar to the following may appear on the certificates representing the Purchased Shares: "These securities have not been registered under the Securities Act of 1933 and may be re-offered and sold only if so registered or if any exemption from registration is available." h) Purchaser acknowledges and represents that it has made its own investigation into the merits and risks of entering into the transaction contemplated by this agreement and that it has the capacity and financial experience to evaluate the same. Purchaser has not relied on any statement, document or other information provided by or on behalf of Seller regarding the business, properties, prospects and financial condition of the Company. - ------------------- ------------- CUSIP NO. 228227104 13D PAGE 15 OF 18 - ------------------- ------------- i) Purchaser believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Purchased Shares and has had an opportunity to secure all such information as it deems necessary regarding the business, properties, prospects and financial condition of the Company. j) Purchaser understands that the offer and the sale of the Purchased Shares are not being registered under the Act. 5. REGISTRATION OF SHARES; LIMITATION ON RESALE. Seller hereby agrees to instruct the Company to include Purchaser as a selling stockholder in the Designated Registration Statement (as defined in the Rights Agreement) and to include the Purchased Shares in the Designated Registration Statement to register all such shares for sale in one or more public, private, negotiated and other transactions from time to time; provided that Purchaser hereby agrees that it shall not sell or otherwise dispose of any or all of the Purchased Shares prior to either (i) the date that Seller sells all of the shares of Common Stock owned by Seller and included for registration in the Designated Registration Statement ("Seller's Registered Shares") or (ii) December 1, 2003, whichever is earlier. Seller hereby agrees to advise Purchaser as to the date it expects to complete its sales of the Seller's Registered Shares and shall notify Purchaser that all Seller's Registrable Shares have been sold within one business day of the closing of such sale or sales. 6. LAW GOVERNING. This Agreement shall be governed by and constructed in accordance with the laws of the State of New York without reference to choice of law doctrine. 7. PARTIES IN INTEREST. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors, and assigns of the parties hereto. 8. MISCELLANEOUS. This Agreement may be executed concurrently in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission, which transmission shall be deemed delivery of an originally executed document. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all the previous agreements, promise or representations, whether written or oral, between the parties. 9. FEES AND EXPENSES. Each of the Purchaser and Seller agrees to pay its own expenses and disbursements incident to the performance of its obligations hereunder. - ------------------- ------------- CUSIP NO. 228227104 13D PAGE 16 OF 18 - ------------------- ------------- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. SELLER: BELL ATLANTIC MOBILE, INC. By: /s/ Gary C. Ridge --------------------------------- Name: Gary C. Ridge Title: Vice President, Secretary and Treasurer PURCHASER: SPO PARTNERS II, L.P. By: SPO Advisory Partners, L.P., its general partner By: SPO Advisory Corp., its general partner By: /s/ William E. Oberndorf -------------------------------- Name: William E. Oberndorf Title: Vice - President - ------------------- ------------- CUSIP NO. 228227104 13D PAGE 17 OF 18 - ------------------- ------------- Exhibit 7 June 24, 2003 Crown Castle International Corp. 510 Bering Drive, Suite 500 Houston, Texas 77057 Ladies and Gentlemen: Reference is hereby made to the Securities Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), by and between Bell Atlantic Mobile, Inc., a Delaware corporation ("Seller"), and SPO Partners II, L.P., a Delaware limited partnership ("Purchaser"). Pursuant to, and in accordance with the terms of, the Purchase Agreement, Purchase has sold to Purchaser, and Purchaser has purchased from Seller, 4,900,000 shares of common stock, par value $0.01 per share, of Crown Castle International Corp. (the "Purchased Shares"). In connection with the sale and purchase of the Purchased Shares, Seller has assigned and transferred to Purchaser, all of Seller's rights related to the Purchased Shares under Exhibit 9.8 to the Formation Agreement dated December 8, 1998, relating to the formation of Crown Atlantic Company LLC, Crown Atlantic Holding Sub LLC and Crown Atlantic Holding Company LLC (the "Rights Exhibit"), as amended by the letter agreement dated May 1, 2003 among Seller, Crown Atlantic Holding Company LLC, CCA Investment Corp. and the Company (the "Letter Agreement") (the Rights Exhibit, as amended by the Letter Agreement, being referred to herein as the "Rights Agreement"). By execution of the acknowledgment below, the Company acknowledges and agrees that the Purchased Shares are "Registrable Shares" for purposes of the Rights Agreement and, as a result of the sale and purchase of the Purchased Shares, the rights of Seller under the Rights Agreement shall inure to the benefit of Purchaser in accordance with the provisions of paragraph 4 of the Letter Agreement. In addition, the Company acknowledges that the sales limitations applicable to Seller under paragraph 10 of the Letter Agreement shall not apply to sales by Purchaser and that the Company will use its best efforts to cause the Designated Registration Statement (as defined in the Letter Agreement) to become and remain effective until all Registrable Shares included in such registration statement have been sold or until such Registrable Shares are eligible for disposition pursuant to Rule 144 of the Securities Act, as amended (so long as all of the Registrable Shares held by each holder included in such registration statement may be sold during one calendar quarter pursuant to such Rule 144). [The remainder of this page is intentionally left blank] - ------------------- ------------- CUSIP NO. 228227104 13D PAGE 18 OF 18 - ------------------- ------------- Yours truly, BELL ATLANTIC MOBILE, INC. By: /s/ GARY C. Ridge ----------------------------------- Name: Gary C. Ridge Title: Vice President, Secretary and Treasurer SPO PARTNERS II, L.P. By: SPO Advisory Partners, L.P., its general partner By: SPO Advisory Corp., its general partner By: /s/ William E. Oberndorf ----------------------------------- Name: William E. Oberndorf Title: Vice - President Agreed and Accepted by: CROWN CASTLE INTERNATIONAL CORP. By: /s/ W. Benjamin Moreland ----------------------------------- Name: W. Benjamin Moreland Title: Senior Vice President, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----