SEC Filing | Crown Castle

View:

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1998

REGISTRATION NO. 333-57283
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------

AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CROWN CASTLE INTERNATIONAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 4899 76-0470458
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION
ORGANIZATION) NUMBER)

510 BERING DRIVE
SUITE 500
HOUSTON, TEXAS 77057
(713) 570-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

---------------
MR. CHARLES C. GREEN, III
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
CROWN CASTLE INTERNATIONAL CORP.
510 BERING DRIVE
SUITE 500
HOUSTON, TEXAS 77057
(713) 570-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

---------------
COPIES TO:
STEPHEN L. BURNS, ESQ. KIRK A. DAVENPORT, ESQ.
CRAVATH, SWAINE & MOORE LATHAM & WATKINS
825 EIGHTH AVENUE 885 THIRD AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022

---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROSPECTUS Subject to Completion, dated August 11, 1998

31,250,000 SHARES
[LOGO OF CROWN CASTLE
INTERNATIONAL CORP.
APPEARS HERE]
CROWN CASTLE INTERNATIONAL CORP.
COMMON STOCK

-----------

Of the 31,250,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"), offered hereby, 27,500,000 shares are being sold by Crown
Castle International Corp. ("CCIC" or the "Company"), and 3,750,000 shares are
being sold by a stockholder of the Company. In addition, the Company and
certain stockholders of the Company have granted the U.S. Underwriters an
option to purchase shares of Common Stock solely to cover over-allotments, if
any. See "Principal and Selling Stockholders". Of the 31,250,000 shares of
Common Stock being offered, 25,000,000 shares are being offered initially in
the United States and Canada (the "U.S. Offering") by the U.S. Underwriters and
6,250,000 shares are being concurrently offered outside the United States and
Canada (the "International Offering") by the International Managers (together
with the U.S. Underwriters, the "Underwriters"). The U.S. Offering and the
International Offering, including the application of the net proceeds
therefrom, are collectively referred to as the "Offering".
Pursuant to a Share Exchange Agreement dated April 24, 1998, (i) all
shareholders of Castle Transmission Services (Holdings) Ltd ("CTSH") (other
than the Company, TeleDiffusion de France International S.A. ("TdF") and
Digital Future Investments B.V., which is an affiliate of TdF ("DFI")) will
exchange their shares of capital stock of CTSH for shares of Common Stock of
the Company and (ii) DFI will exchange its shares of capital stock of CTSH for
shares of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of the Company. The closing of the Offering is conditioned upon the
concurrent consummation of such exchanges and certain other transactions. See
"The Roll-Up".
The Company's common stock has been designated into two classes, consisting
of Common Stock and Class A Common Stock. Under the Company's Restated
Certificate of Incorporation (the "Certificate of Incorporation"), with respect
to matters on which the holders of the Company's common stock have the right to
vote, stockholder approval generally will require the affirmative vote of the
holders of a majority of the voting power of the Company, with the holders of
the Common Stock and the Class A Common Stock voting together as a single
class. However, certain specified actions will require the approval of the
holders of a majority of the Class A Common Stock. In addition, the holders of
the Class A Common Stock, voting as a separate class, will have the right to
elect up to two members of the Company's Board of Directors and will not vote
in the election of directors by the holders of the Company's other voting stock
entitled to vote in the election of directors. See "The Roll-Up" and
"Description of Capital Stock".
Prior to the Offering, there has been no public market for the Common Stock.
It is currently estimated that the initial public offering price per share will
be between $17.00 and $19.00. For information relating to the factors that will
be considered in determining the initial public offering price, see
"Underwriting". The Common Stock has been approved for listing on The Nasdaq
Stock Market's National Market ("NNM") under the symbol "TWRS".
-----------
SEE "RISK FACTORS" BEGINNING ON PAGE 17 HEREIN FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Stockholders
- --------------------------------------------------------------------------------

Per Share..................... $ $ $ $
- --------------------------------------------------------------------------------
Total(3)...................... $ $ $ $

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriting".
(2) Before deducting expenses payable by the Company estimated to be $ .

-----------
The shares of Common Stock offered by this Prospectus are offered by the U.S.
Underwriters subject to prior sale, to withdrawal, cancellation, or
modification of the offer without notice, to delivery to and acceptance by the
U.S. Underwriters and to certain further conditions. It is expected that
delivery of the shares will be made at the offices of Lehman Brothers Inc., New
York, New York, on or about , 1998.

-----------
LEHMAN BROTHERS
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
, 1998

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS OR THE IMPOSITION
OF PENALTY BIDS. FOR A DISCUSSION OF THESE ACTIVITIES, SEE "UNDERWRITING".

----------------

CTSH publishes its consolidated financial statements in pounds sterling. In
this Prospectus, references to "pounds sterling", "(Pounds)", "pence" or "p"
are to U.K. currency and references to "U.S. dollars", "U.S.$" or "$" are to
U.S. currency. For the convenience of the reader, this Prospectus contains
translations of certain pound sterling amounts into U.S. dollars at specified
rates, or, if not so specified, at the noon buying rate in New York City for
cable transfers in pounds sterling as certified for customs purposes by the
Federal Reserve Bank of New York (the "Noon Buying Rate") on June 30, 1998, of
(Pounds)1.00 = $1.6695. No representation is made that the pound sterling
amounts have been, could have been or could be converted into U.S. dollars at
the rates indicated or any other rates. On July 31, 1998, the Noon Buying Rate
was (Pounds)1.00 = $1.6388.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements
included elsewhere in this Prospectus. Unless otherwise indicated, the
information in this Prospectus assumes that the Underwriters' over-allotment
option will not be exercised. Unless the context otherwise indicates, the terms
"Company" and "CCIC" each refer to the business conducted by Crown Castle
International Corp. and its subsidiaries (including CCI and CTI), "CCI" refers
to the business conducted by the Company through Crown Communication Inc.,
"Crown Business" and "Crown" each refer to the business conducted by Crown
Communications, Crown Network Systems, Inc., Crown Mobile Systems, Inc. and
their affiliates prior to their acquisition by CCIC and "CTI" refers to the
business conducted by Castle Transmission Services (Holdings) Ltd ("CTSH") and
its wholly owned subsidiary, Castle Transmission International Ltd. Immediately
prior to the Offering and the Exchange (as defined), each outstanding share of
the Company's Existing Class A Common Stock (as defined), Existing Class B
Common Stock (as defined) and Existing Preferred Stock (as defined) will be
converted into or reclassified as shares of Common Stock (collectively, the
"Conversions"). Unless otherwise indicated, all information in this Prospectus
(i) gives effect to the Conversions, (ii) gives effect, following the
Conversions, to a five-for-one stock split of the Common Stock (the "Stock
Split") and (iii) gives effect to the Exchange. See "Capitalization" and "The
Roll-Up".

THE COMPANY

The Company is a leading U.S. and international provider of wireless
communications and broadcast transmission infrastructure and related services.
The Company owns, operates and manages towers, rooftop sites and broadcast
transmission networks, and provides a full range of complementary services
including network design and site selection, site acquisition, site development
and construction, antenna installation and network management and maintenance.
The Company has 19 years of experience in the ownership, leasing and management
of wireless communications sites and a 75-year history of broadcast
transmission and network management. Based on its industry position and
experience, the Company believes it is positioned to capitalize on global
growth opportunities arising from (i) the expansion of existing networks and
the introduction of new networks in the wireless communications industry, (ii)
the consolidation of tower ownership generally, including the transfer of
infrastructure ownership from major wireless communications carriers to
independent infrastructure providers, (iii) the ongoing privatization of state-
run broadcast transmission networks around the world and (iv) the widespread
introduction of digital transmission technology in the broadcasting industry.
For the year ended December 31, 1997 and the six months ended June 30, 1998,
the Company had pro forma revenues of $180.9 million and $95.0 million,
respectively.

The Company's site rental business involves leasing antenna space to
customers on its owned and managed towers and rooftop sites. The Company
generally receives fees for installing a customer's equipment and antennas on a
tower and also receives monthly rental payments from customers under site
leases that typically range in term from three to five years. The Company's
major site rental customers include Aerial Communications, AT&T Wireless, Bell
Atlantic Mobile, BellSouth Mobility, Motorola, Nextel, PageNet, Sprint PCS and
TSR Wireless in the United States and Cellnet, National Transcommunications
Limited, One2One, Orange Personal Communications and Vodafone in the United
Kingdom.

The Company's broadcast transmission business includes both the transmission
of analog and digital television and radio broadcasts and the construction of
new multiple tenant broadcast towers. In the United Kingdom, the Company
provides analog transmission services for two national television services,
seven national radio services and 37 local radio stations through its network
of 3,465 transmitters. These services are provided under long-term contracts
with the British Broadcasting Corporation (the "BBC") and two national
commercial radio companies. In addition, the Company has long-term contracts to
provide digital transmission services to the BBC and British Digital
Broadcasting Limited ("BDB"), which together are the holders of four of the six
multiplexes for digital

terrestrial television broadcasting throughout the United Kingdom. In the
United States, the Company plans to build new multiple tenant broadcast towers
in locations where additional tower capacity is required to accommodate digital
transmission equipment and analog transmission equipment displaced from
existing towers.

The Company has developed, maintains and deploys primarily for its own use
extensive wireless communications and broadcast transmission network design and
radio frequency engineering expertise, as well as site acquisition, site
development and construction and antenna installation capabilities. The Company
has a team of over 300 engineers with state-of-the-art wireless communications
and broadcast transmission network design and radio frequency engineering
expertise. The Company plans to leverage its technical expertise and
operational experience to enter into build-to-suit and purchase contracts with,
and to enter into joint ventures to own and operate the wireless communications
infrastructure of, various wireless communications carriers around the world.
The Company believes the primary criteria of such carriers in selecting a
company to construct, own or operate their wireless communications
infrastructure will be the company's capability to maintain the integrity of
their networks, including their transmission signals. Therefore, the Company
believes that those companies with a proven track record of providing network
design and site selection, site acquisition, site development and construction
and antenna installation ("end-to-end services") will be best positioned to
successfully acquire access to such wireless communications infrastructure.

As of June 30, 1998, the Company owned or managed 1,244 towers and 66 revenue
producing rooftop sites. In addition, the Company had 1,217 rooftop sites under
management throughout the United States that were not revenue producing but
were available for leasing to customers and, in the United Kingdom, the Company
had 54 revenue producing rooftop sites that were occupied by the Company's
transmitters but were not available for leasing to customers. The Company's
major tower footprints consist of 754 owned and managed towers located across
the United Kingdom, 207 owned and managed towers located in western
Pennsylvania (primarily in and around the greater Pittsburgh area), 185 owned
and managed towers located in the southwestern United States (primarily in
Texas), 14 owned towers located on mountaintops across Puerto Rico and 22 owned
towers along I-95 in North Carolina and South Carolina. In addition, the
Company is currently constructing 55 new towers on existing sites and has 38
site acquisition projects in process for sites for its own use.

The Company is actively seeking opportunities for strategic acquisitions of
communications sites and transmission networks and is currently pursuing a
number of potential significant acquisitions, investments and joint venture
opportunities. In connection with a site marketing agreement recently entered
into between the Company and BellSouth Mobility, the Company and BellSouth have
agreed to explore future arrangements relating to the ownership, utilization
and management of BellSouth's tower sites throughout the United States. The
Company is also intending to submit a bid in connection with an auction by a
major Regional Bell Operating Company of its U.S. wireless communications
infrastructure. Similarly, the Company has bid on the tower assets, which
encompass more than 250 U.S. tower sites, currently being auctioned by Vanguard
Cellular. In addition to those U.S. opportunities, the Company is pursuing
acquisition opportunities in Australia and New Zealand, including in certain
instances together with other partners. For example, the Company, together with
Fay Richwhite & Company Limited and Berkshire Partners LLC, has submitted a bid
in respect of a wireless communications network, including its tower
infrastructure and radio frequency spectrum. If the bid is successful and the
transaction is consummated, the Company anticipates that it would invest up to
approximately $50.0 million for a substantial minority interest in the acquired
business. The Company is also pursuing acquisition opportunities in connection
with privatizations of state-owned networks. Any of the foregoing could result
in an agreement with respect to a significant acquisition, investment or joint
venture in the near term. However, the Company has not entered into any
agreements in respect of, and believes that there are a number of competing
bidders for, these opportunities. As a result, the Company does not believe
that any of these acquisition opportunities have become probable. Therefore,
there can be no assurance that the Company will consummate any of the foregoing
transactions in the near term or at all. See "Risk Factors--Broad Discretion in
Application of Proceeds" and "Risk Factors--Managing Integration and Growth".

INDUSTRY BACKGROUND

The Company owns, operates and manages wireless communications and broadcast
transmission infrastructure, including towers and other communications sites,
and also provides a full range of complementary network support services. Each
of the wireless communications and broadcasting industries is currently
experiencing a period of significant change.

The wireless communications industry is growing rapidly as new wireless
technologies are developed and consumers become more aware of the benefits of
wireless services. Wireless technologies are being used in more applications
and the cost of wireless services to consumers is declining. A significant
number of new competitors in the wireless communications industry have
developed as additional frequency spectrum has become available for a wide
range of uses, most notably Personal Communications Services ("PCS") (known as
"PCN" in the United Kingdom). This competition, combined with an increasing
reliance on wireless communications by consumers and businesses, has led to an
increased demand for higher quality, uninterrupted service and improved
coverage, which, in turn, has led to increased demand for communications sites
as new carriers build out their networks and existing carriers upgrade and
expand their networks to maintain their competitiveness. These trends are
affecting the wireless communications industry around the world.

As the wireless communications industry has become more competitive, wireless
communications carriers have sought operating and capital efficiencies by
outsourcing certain network services and the build-out and operation of new and
existing infrastructure and by co-locating transmission equipment with other
carriers on multiple tenant towers. The need for co-location has also been
driven by the growing trend by municipalities to slow the proliferation of
towers. Further, the Company believes that there has been a fundamental shift
in strategy among established wireless communications carriers relating to
infrastructure ownership. The Company believes that in order to free up capital
for the growth and management of their customer bases and expansion of their
service offerings, such carriers are beginning to seek to sell their wireless
communications infrastructure to, or establish joint ventures with, experienced
infrastructure providers that have the ability to manage networks. The Company
believes that those infrastructure providers with a proven track record of
providing end-to-end services will be best positioned to successfully acquire
access to such wireless communications infrastructure.

The television broadcasting industry is experiencing significant change
because of the impending widespread deployment of digital terrestrial
television (known as "DTV" in the United States and "DTT" in the United
Kingdom). In the United States, the Federal Communications Commission (the
"FCC") has required affiliates of the four major networks (ABC, CBS, NBC and
Fox) to commence DTV broadcasts in the top ten markets by May 1999 and in the
top 30 markets by November 1999. In the United Kingdom, pursuant to the
Broadcasting Act 1996, six digital television transmission multiplexes, which
permit the holders to transmit digital television broadcasting services, have
been allocated with digital transmission expected to commence on a commercial
basis in late 1998. Australia, France, Germany, Japan, Spain and Sweden are
expected to be the next countries to introduce digital terrestrial television,
followed by other European nations and later by developing countries. Many
countries are expected to start to establish digital services within the next
five years. The shift to digital transmission will require network design,
development and engineering services and the significant enhancement of
existing broadcast transmission infrastructure, including new transmission and
monitoring equipment and the modification, strengthening and construction of
towers (including over 1,000 tall towers in the United States). In addition,
state-run broadcast transmission networks are continuing to be privatized
throughout the world.

efficiencies and to focus on management of their customer bases and expansion
of their service offerings. Management believes that such carriers will only
entrust the transmission of their signals to those infrastructure providers,
such as the Company, that have the ability to manage towers and transmission
networks and a proven track record of providing end-to-end services to the
wireless communications and broadcasting industries.

BUSINESS STRATEGY

The Company's objective is to become the premier global provider of wireless
communications and broadcast transmission infrastructure and related services.
The Company's experience in establishing and expanding its existing tower
footprints, its experience in owning and operating both analog and digital
transmission networks, its significant relationships with wireless
communications carriers and broadcasters and its ability to offer customers its
in-house technical and operational expertise, uniquely position it to
capitalize on global growth opportunities. The key elements of the Company's
business strategy are to:

. MAXIMIZE UTILIZATION OF TOWER CAPACITY. The Company is seeking to take
advantage of the substantial operating leverage of its site rental
business by increasing the number of antenna leases on its owned and
managed communications sites. The Company believes that many of its
towers have significant capacity available for additional antenna space
rental and that increased utilization of its tower capacity can be
achieved at low incremental cost. For example, prior to the Company's
purchase of the BBC's broadcast transmission network in 1997, the rental
of available antenna capacity on the BBC's premier tower sites was not
actively marketed to third parties. The Company believes there is
substantial demand for such capacity. In addition, the Company believes
that the extra capacity on its tower footprints in the United States and
the United Kingdom will be highly desirable to new entrants into the
wireless communications industry. Such carriers are able to launch
service quickly and relatively inexpensively by designing the deployment
of their networks based on the Company's attractive existing tower
footprints. Further, the Company intends to selectively build and
acquire additional towers to improve the coverage of its existing tower
footprints to further increase their attractiveness. The Company intends
to use targeted sales and marketing techniques to increase utilization
of and investment return on its existing, newly constructed and acquired
towers.

. LEVERAGE EXPERTISE OF CCI AND CTI PERSONNEL TO IMPLEMENT GLOBAL GROWTH
STRATEGY. The Company is seeking to leverage the skills of its personnel
in the United States and the United Kingdom. The Company believes that
its ability to manage wireless communications and broadcast transmission
networks, including the transmission of signals, will be an important
competitive advantage in its pursuit of global growth opportunities.
With its wireless communications and broadcast transmission network
design and radio frequency engineering expertise, the Company is well
positioned (i) to partner with major wireless communications carriers to
assume ownership of their existing towers, (ii) to provide build-to-suit
towers for wireless communications carriers and broadcasters and (iii)
to acquire existing broadcast transmission networks that are being
privatized around the world.

. PARTNER WITH WIRELESS COMMUNICATIONS CARRIERS TO ASSUME OWNERSHIP OF
THEIR EXISTING TOWERS. The Company is seeking to partner with major
wireless communications carriers in order to assume ownership of their
existing towers directly or through joint ventures. The Company believes
the primary criteria of such carriers in selecting a company to own and
operate their wireless communications infrastructure will be the
company's perceived capability to maintain the integrity of their
networks, including their transmission signals. Therefore, the Company
believes that those companies with a proven track record of providing
end-to-end services will be best positioned to successfully acquire
access to such wireless communications infrastructure. The Company is
currently in discussions with major wireless communications carriers in
the United States to form joint ventures that would own and operate
their towers and believes that similar opportunities will arise globally
as the wireless communications industry further expands.

. PROVIDE BUILD-TO-SUIT TOWERS FOR WIRELESS COMMUNICATIONS CARRIERS AND
BROADCASTERS. As wireless communications carriers continue to expand and
fill-in their service areas, they will require additional communications
sites and will have to build new towers where co-location is not
available. Similarly, the introduction of DTV in the United States will
require the construction of new broadcast towers to accommodate new
digital transmission equipment and analog transmission equipment
displaced from existing towers. The Company is aggressively pursuing
these build-to-suit opportunities, leveraging on its ability to offer
end-to-end services. In addition, the Company intends to pursue build-
to-suit opportunities through any joint venture or similar arrangement
it establishes in connection with the acquisition of existing towers
from wireless communications carriers.

. ACQUIRE EXISTING TRANSMISSION NETWORKS. In 1997, CTI successfully
acquired the privatized domestic broadcast transmission network of the
BBC. In addition, the Company is implementing the roll-out of digital
television transmission services throughout the United Kingdom. As a
result of this experience, the Company is well positioned to acquire
other state-owned analog and digital broadcast transmission networks
globally when opportunities arise. These state-owned broadcast
transmission networks typically enjoy premier sites giving an acquiror
the ability to offer unused antenna capacity to new and existing radio
and television broadcasters and wireless communications carriers, as
well as to install new technologies such as digital terrestrial
transmission services. In addition, the Company's experience in
broadcast transmission services allows the Company to consider, when
attractive opportunities arise, acquiring wireless transmission networks
as well as the acquisition of associated wireless communications
infrastructure. The Company is currently pursuing a number of
international acquisition and privatization opportunities.

. CAPITALIZE ON MANAGEMENT EXPERIENCE. The Company's management team has
extensive experience in the tower industry and in the management of
broadcast transmission networks. Many of the senior executives have
worked together for an extended period, which enables them to leverage
their collective strengths in a rapidly changing industry environment.
In addition, management is highly motivated to produce strong operating
results based on their stock ownership in the Company.

BACKGROUND

Founded in 1994, the Company acquired 127 towers located in Texas, Colorado,
New Mexico, Arizona, Oklahoma and Nevada from Pittencrieff Communications, Inc.
("PCI") in 1995. The Company subsequently continued to build its business
through a variety of transactions, including (i) the acquisition in 1996 of
Motorola's SMR and microwave system in Puerto Rico (the "Puerto Rico System"),
which included 15 communication sites (the "Puerto Rico Acquisition"), (ii) the
purchase through a series of transactions in 1996 and 1997 of TEA Group
Incorporated ("TEA"), a leading domestic and international site acquisition
firm (the "TEA Acquisition"), and (iii) the purchase in February 1997 of a
34.3% ownership interest in CTI (the "CTI Investment").

In August 1997, the Company enhanced its tower footprints and domestic
network services offering by consummating the acquisition of the assets of
Crown Communications (a proprietorship owned by Robert A. and Barbara Crown),
and a merger of subsidiaries of the Company with and into Crown Network
Systems, Inc. ("CNSI") and Crown Mobile Systems, Inc. ("CMSI"). The acquisition
of the assets of Crown Communications and the merger of subsidiaries of the
Company with and into CNSI and CMSI are collectively referred to herein as the
"Crown Merger". The assets acquired through the Crown Merger included 61 owned
towers and exclusive rights to lease antenna space on 147 other towers and
rooftop sites, most of which are located in and around the greater Pittsburgh
area, giving the Company a significant presence in that market. The remaining
acquired sites are located in other areas of Pennsylvania, West Virginia,
Kentucky, Ohio and Delaware.

THE ROLL-UP

On April 24, 1998, the Company entered into a Share Exchange Agreement
pursuant to which, concurrently with the consummation of the Offering, (i) the
shareholders of CTSH (other than the Company, TdF and DFI) will exchange their
shares of capital stock of CTSH for shares of Common Stock of the Company and
(ii) DFI will exchange its shares of capital stock of CTSH for shares of Class
A Common Stock of the Company. In connection with such exchanges, the Company
will exercise warrants to acquire additional shares of capital stock of CTSH
and subscribe for additional shares of capital stock of CTSH. Such transactions
are collectively referred to herein as the "Exchange". Upon consummation of the
Exchange, the Company will own 80.0% of CTSH and TdF will own the remaining
20.0%. Immediately prior to the Exchange, (i) each share of the Company's
currently outstanding Class A Common Stock, par value $.01 per share (the
"Existing Class A Common Stock"), will be converted into 1.523148 shares of
Common Stock, (ii) each share of the Company's currently outstanding Class B
Common Stock, par value $.01 per share (the "Existing Class B Common Stock"),
will be reclassified as one share of Common Stock and (iii) each share of the
Company's currently outstanding Series A Convertible Preferred Stock, par value
$.01 per share (the "Series A Convertible Preferred Stock"), Series B
Convertible Preferred Common Stock, par value $.01 per share (the "Series B
Convertible Preferred Stock"), and Series C Convertible Preferred Common Stock,
par value $.01 per share (the "Series C Convertible Preferred Stock" and,
together with the Series A Convertible Preferred Stock and the Series B
Convertible Preferred Stock, the "Existing Preferred Stock"), will be converted
into one share of Common Stock. The Exchange and the Conversions are
collectively referred to herein as the "Roll-Up". See "The Roll-Up".

Upon the consummation of the Offering, after giving effect to the Roll-Up:
(i) DFI will own all of the outstanding Class A Common Stock (which is
convertible into shares of Common Stock and represents a 10.4% beneficial
ownership interest in the Company's Common Stock) and DFI and TdF together will
(after giving effect to the TdF Conversions (as defined)) beneficially own
25.0% of the Company's Common Stock; (ii) the Candover Group (as defined) will
beneficially own 11.6% of the Company's Common Stock; (iii) the Berkshire Group
(as defined) will beneficially own 21.2% of the Company's Common Stock; (iv)
the Centennial Group (as defined) will beneficially own 10.0% of the Company's
Common Stock; ( v) the Crown Parties (as defined) will beneficially own 3.8% of
the Company's Common Stock; and (vi) executive officers of the Company
(excluding Mr. Crown) will beneficially own 6.1% of the Company's Common Stock.
See "Principal and Selling Stockholders".

Following the Roll-Up, TdF (whose ultimate parent is France Telecom) will
have certain significant governance and other rights with respect to the
Company and the CTI business. Subject to certain conditions, TdF's consent will
be required for the Company or CTI to undertake certain actions, including
making certain acquisitions or dispositions, entering into strategic alliances
with certain parties and engaging in certain business combinations. See "Risk
Factors--Risks Related to Agreements with TdF" and "The Roll-Up--Roll-Up
Agreements".

In addition, subject to certain conditions, (i) during the two-year period
following consummation of the Offering, TdF will have the right (the "TdF Put
Right") to exchange its shares of capital stock of CTSH for shares of Class A
Common Stock of the Company at the Exchange Ratio (as defined) and (ii) on the
second anniversary of the consummation of the Offering, the Company will have
the right (the "Company Call Right") to require TdF to exchange its shares of
capital stock of CTSH for shares of Class A Common Stock of the Company at the
Exchange Ratio; provided, however, that in each case TdF will retain its
governance rights with respect to CTI until its ownership interest in the
Company falls below 5%. See "Risk Factors--Risks Related to Agreements with
TdF", "The Roll-Up--Roll-Up Agreements" and "Description of Capital Stock".

RECENT FINANCINGS

On October 31, 1997, Castle Tower Corporation ("CTC"), then a wholly owned
subsidiary of CCIC, borrowed approximately $94.7 million (the "October Bank
Financing") under a Loan Agreement dated April 26,

1995, as amended on June 26, 1996, January 17, 1997, April 3, 1997 and October
31, 1997 (the "Senior Credit Facility"). In addition, concurrently with the
October Bank Financing, CCIC privately placed $36.5 million of senior
convertible preferred stock (the "Senior Convertible Preferred Stock") and
warrants to purchase shares of Common Stock of CCIC. The proceeds of the
October Bank Financing and the private placement of Senior Convertible
Preferred Stock were used to repay a seller note issued in connection with the
Crown Merger, to repay loans outstanding under a credit agreement at Crown
Communications and to pay related fees and expenses. The October Bank
Financing, the private placement of the Senior Convertible Preferred Stock and
the application of the proceeds therefrom are collectively referred to herein
as the "October Refinancing".

On November 20, 1997, the Company privately placed (the "1997 Notes
Offering") $251.0 million principal amount at maturity ($150,010,150 initial
accreted value) of its 10 5/8% Senior Discount Notes due 2007 (the "Notes").
The net proceeds to the Company from the 1997 Notes Offering were used to repay
substantially all outstanding indebtedness of the Company, including the
approximately $94.7 million of indebtedness incurred under the Senior Credit
Facility in connection with the October Refinancing, and to pay related fees
and expenses with the balance being used for general corporate purposes. The
October Refinancing, the 1997 Notes Offering and the application of the net
proceeds from the 1997 Notes Offering, are collectively referred to herein as
the "1997 Refinancing".

----------------

The Company's principal executive offices are located at 510 Bering Drive,
Suite 500, Houston, Texas 77057, telephone (713) 570-3000.

CORPORATE STRUCTURE

The following chart illustrates the organizational structure of the Company
after giving effect to the Roll-Up. See "Capitalization" and "The Roll-Up".

Crown Castle International Corp.
("CCIC")(a)

100% 80% (b)

Castle Transmission
Crown Services (Holdings) Ltd.
Communication Inc. ("CTSH") (c)
("Crown Communication")
100%

100% Castle Transmission
International Ltd (d)
Domestic Subsidiaries
100%

Castle Transmission
(Finance) PLC

----------------------------------------

(a) After giving effect to the Offering and the Roll-Up: (i) DFI will own all of
the outstanding Class A Common Stock (which represents a 10.4% beneficial
ownership interest in the Company's Common Stock and, together with the
shares of CTSH held by TdF (which, pursuant to the TdF Put Right, may be
exchanged at any time for shares of the Company's Class A Common Stock),
represents a 25.0% beneficial ownership interests in the Company's Common
Stock); (ii) the Candover Group will beneficially own 11.6% of the Company's
Common Stock; (iii) the Berkshire Group will beneficially own 21.2% of the
Company's Common Stock; (iv) the Centennial Group will beneficially own
10.0% of the Company's Common Stock; (v) the Crown Parties will beneficially
own 3.8% of the Company's Common Stock; and (vi) executive officers of the
Company (excluding Mr. Crown) will beneficially own 6.1% of the Company's
Common Stock. See "Principal and Selling Stockholders".
(b) The remaining 20% equity interest in CTSH is held by TdF. Pursuant to the
TdF Put Right and Company Call Right, in certain instances TdF's shares in
CTSH may be exchanged for shares of the Company's Class A Common Stock at
the Exchange Ratio.
(c) CTSH has another wholly owned subsidiary, Castle Transmission (Trustees)
Ltd.
(d) Castle Transmission International Ltd has another wholly owned subsidiary,
Castle Transmission International Pension Trust Ltd.

THE OFFERING

Common Stock offered by the Company:
21,250,000 shares
U.S. Offering(a)..................
International Offering............ 6,250,000 shares
----------
Total........................... 27,500,000 shares
==========

Common Stock offered by the Selling Stockholders(a):
U.S. Offering..................... 3,750,000 shares
==========

Common Stock to be outstanding after
the Offering(b):
Common Stock(c)................... 97,728,545 shares
Class A Common Stock(d)........... 11,340,000 shares

Voting Rights....................... Under the Company's Certificate of
Incorporation, with respect to matters on
which the holders of the Company's Common
Stock have the right to vote, stockholder
approval generally will require the
affirmative vote of the holders of a
majority of the voting power of the
Company, with the holders of the Common
Stock and the Class A Common Stock voting
together as a single class. However,
certain specified actions will require
the approval of the holders of a majority
of the Class A Common Stock. In addition,
the holders of the Class A Common Stock,
voting as a separate class, will have the
right to elect up to two members of the
Company's Board of Directors and will not
vote in the election of directors by the
holders of the Company's other voting
stock entitled to vote in the election of
directors. See "The Roll-Up" and
"Description of Capital Stock".

Use of Proceeds..................... The proceeds of the Offering will be used
for working capital and general corporate
purposes, including (i) acquisitions,
investments and joint ventures and (ii)
capital expenditures associated with (a)
the buildout of new infrastructure in the
United Kingdom to support DTT and (b) the
construction of new towers. See "Risk
Factors--Broad Discretion in Application
of Proceeds".

NNM Stock Symbol.................... "TWRS".

(Footnotes on following page)

- --------

(a) Does not include 4,687,500 shares of Common Stock that will be offered if
the Underwriters' over-allotment option is exercised in full, 797,935 of
which will be offered by the Company.

(b) Does not include 797,935 shares of Common Stock issuable by the Company,
and 513,030 shares of Common Stock issuable upon the exercise of stock
options held by certain of the Selling Stockholders, that will be issued or
exercised, as the case may be, if the Underwriters' over-allotment option
is exercised in full.
(c) Does not include (i) 1,314,990 shares of Common Stock reserved for issuance
upon exercise of warrants outstanding prior to the Offering, (ii) 4,257,360
shares of Common Stock reserved for issuance upon exercise of stock options
previously granted pursuant to CTSH's stock option plans and agreements or
(iii) 18,000,000 shares of Common Stock reserved for issuance under the
Company's 1995 Stock Option Plan (including 11,924,990 shares issuable
pursuant to stock options outstanding at the time of the Offering). See
"Management--Directors' Compensation and Arrangements", "Management--Stock
Option Plans", "Certain Relationships and Related Transactions" and
"Description of Capital Stock--Senior Preferred Warrants".
(d) Upon consummation of the Roll-Up, all outstanding shares of Class A Common
Stock initially will be owned by DFI.

RISK FACTORS

Prospective purchasers of the Common Stock should carefully consider the
factors set forth under "Risk Factors" immediately following this Prospectus
Summary, as well as the other information set forth in this Prospectus.

SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OTHER DATA

The unaudited pro forma financial and other data set forth below have been
derived from the Pro Forma Financial Statements (as defined) included elsewhere
in this Prospectus. The pro forma statement of operations data and other data
for the year ended December 31, 1997, give effect to the Transactions (as
defined under "Unaudited Pro Forma Condensed Consolidated Financial
Statements") as if they had occurred on January 1, 1997. The pro forma
statement of operations data and other data for the six months ended June 30,
1998, give effect to the Roll-Up, the Offering and the conversion (the "Senior
Preferred Conversion") of the Senior Convertible Preferred Stock into Common
Stock (all of which, as of July 17, 1998, had converted), as if they had
occurred on January 1, 1998. The pro forma balance sheet data give effect to
the Roll-Up, the Offering and the Senior Preferred Conversion as if they had
occurred on June 30, 1998. The information set forth below should be read in
conjunction with "Unaudited Pro Forma Condensed Consolidated Financial
Statements", "Selected Financial and Other Data of CCIC", "Selected Financial
and Other Data of Crown", "Selected Financial and Other Data of CTI",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and the notes thereto of
CCIC, Crown and CTI included elsewhere in this Prospectus.

SIX
MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------- -----------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE
AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Net revenues:
Site rental and broadcast transmission........... $ 126,482 $72,886
Network services and other....................... 54,454 22,080
----------- -----------
Total net revenues............................. 180,936 94,966
----------- -----------
Costs of operations:
Site rental and broadcast transmission(a)........ 57,440 30,804
Network services and other....................... 31,296 13,039
----------- -----------
Total costs of operations...................... 88,736 43,843
----------- -----------
General and administrative........................ 19,983 12,968
Corporate development(b).......................... 3,507 4,674
Depreciation and amortization..................... 73,006 39,572
----------- -----------
Operating income (loss)........................... (4,296) (6,091)
Other income (expense):
Interest and other income........................ 1,321 1,944
Interest expense and amortization of deferred (38,308) (20,283)
financing costs.................................
----------- -----------
Income (loss) before income taxes and minority (41,283) (24,430)
interests .......................................
Provision for income taxes........................ (50) (209)
Minority interests................................ (1,320) (685)
----------- -----------
Net income (loss)................................. (42,653) (25,324)
Dividends on Senior Convertible Preferred Stock... -- --
----------- -----------
Net income (loss) after deduction of dividends on
Senior Convertible Preferred Stock............... $ (42,653) $ (25,324)
=========== ===========
Loss per common share--basic and diluted.......... $ (0.39) $ (0.23)
=========== ===========
Common shares outstanding--basic and diluted (in
thousands)....................................... 109,168 109,179
=========== ===========
OTHER DATA:
Site data(c):
Towers and revenue producing rooftop sites at
end of period................................... 1,254 1,364

SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ ------------
(DOLLARS IN THOUSANDS)

EBITDA(e):
Site rental and broadcast $ 60,085 $ 37,730
transmission..........................
Network services and other............. 12,132 425
Corporate development expenses(b)...... (3,507) (4,674)
--------- ---------
Total EBITDA......................... $ 68,710 $ 33,481
========= =========
Capital expenditures.................... $ 56,468 $ 90,865
Summary cash flow information:
Net cash provided by operating 61,193 29,916
activities............................
Net cash used for investing (234,299) (89,938)
activities............................
Net cash provided by financing 242,241 58,378
activities............................
Ratio of earnings to fixed charges(f)... -- --

AS OF JUNE 30, 1998
------------------------------------
PRO FORMA PRO FORMA
HISTORICAL FOR FOR ROLL-UP
CCIC ROLL-UP AND OFFERING
---------- ------------ ------------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Cash and cash equivalents............... $ 51,258 $ 67,063 $ 532,338
Property and equipment, net............. 131,492 499,627 499,627
Total assets............................ 418,830 1,343,928 1,809,203
Total debt.............................. 216,869 465,256 465,256
Redeemable preferred stock.............. 164,881 72,080 -- (g)
Total stockholders' equity.............. 26,721 699,261 1,236,616
OTHER DATA:
Ratio of EBITDA to total interest
expense(h)............................. 0.30x 1.65x 1.65x
Ratio of total debt to EBITDA........... 36.10x 6.95x 6.95x
Ratio of net debt to EBITDA(i).......... 27.57x 5.95x --
Towers and revenue producing rooftop
sites(d)............................... 556 1,364 1,364

- --------

(a) Included in costs of operations for site rental and broadcast transmission
for the six months ended June 30, 1998 are non-cash compensation charges
for $1.4 million related to the issuance of stock options for 170,000
ordinary shares and 169,830,000 preference shares of CTSH to certain
employees of CTI. In connection with the Roll-Up, such stock options will
be converted into options for Common Stock of the Company. See
"Management--Stock Option Plans--CTI Stock Option Plans".

(b) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. Included in corporate development expenses for the six
months ended June 30, 1998 are non-cash compensation charges for $1.8
million related to the issuance of stock options for approximately 168,000
ordinary shares and 167,832,000 preference shares of CTSH to certain
executives at CTI. In connection with the Roll-Up, such stock options will
be converted into options for Common Stock of the Company. See
"Management--Stock Option Plans--CTI Stock Option Plans". CCIC expects to
record non-cash compensation charges related to the issuance of stock
options to certain employees and executives. Such charges are expected to
amount to $20.2 million in 1998, recognized upon completion of the
Offering, and approximately $3.0 million per year thereafter through 2003.

(c) Represents the aggregate number of sites of CCIC and its acquired
businesses (including Crown) and CTI for each period.

(d) As of June 30, 1998, the Company had contracts with 1,283 buildings in the
United States to manage on behalf of such buildings the leasing of space
for antennas on the rooftops of such buildings. A revenue producing rooftop
represents a rooftop where the Company has arranged a lease of space on
such rooftop and, as such, is receiving payments in respect of its
management contract. The Company generally does not receive any payment for
rooftops under management unless the Company actually leases space on such
rooftops to third parties. As of June 30, 1998, the Company had 1,217
rooftop sites under management throughout the United States that were not
revenue producing rooftops but were available for leasing to customers and,
in the United Kingdom, the Company had 54 revenue producing rooftop sites
that were occupied by the Company's transmitters but were not available for
leasing to customers.
(e) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of the Company's ability to
meet debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, the Company's measure of EBITDA may not be
comparable to similarly titled measures of other companies.

(f) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income (loss) before income taxes, minority interests and fixed
charges. Fixed charges consist of interest expense, the interest component
of operating leases and amortization of deferred financing costs. For the
year ended December 31, 1997 and the six months ended June 30, 1998,
earnings were insufficient to cover fixed charges by $41.3 million and
$24.4 million, respectively.
(g) Reflects the conversion of the outstanding shares of Senior Convertible
Preferred Stock into shares of Common Stock in the Senior Preferred
Conversion.

(h) Total interest expense for the six months ended June 30, 1998 includes
amortization of deferred financing costs and discount of $8.5 million for
CCIC and $0.4 million for CTI.

(i) Net debt represents total debt less cash and cash equivalents. As of June
30, 1998, after giving pro forma effect to the Roll-Up and the Offering,
cash and cash equivalents exceeds total debt by $67.1 million.

SUMMARY FINANCIAL AND OTHER DATA OF CCIC

The summary historical consolidated financial and other data for CCIC set
forth below for each of the three years in the period ended December 31, 1997,
and as of December 31, 1995, 1996 and 1997, have been derived from the
consolidated financial statements of CCIC, which have been audited by KPMG Peat
Marwick LLP, independent certified public accountants. The summary historical
consolidated financial and other data for CCIC set forth below for the six
months ended June 30, 1997 and 1998, and as of June 30, 1998, have been derived
from the unaudited consolidated financial statements of CCIC, which include all
adjustments that the Company considers necessary for a fair presentation of the
financial position and results of operations for those periods. Operating
results for the six months ended June 30, 1997 and 1998 are not necessarily
indicative of the results that may be expected for the entire year. The
information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Results of Operations--CCIC" and the consolidated financial statements and the
notes thereto of CCIC included elsewhere in this Prospectus.

SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------- -----------------
1995 1996 1997 1997 1998
-------- -------- --------- ------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Net revenues:
Site rental................... $ 4,052 $ 5,615 $ 11,010 $ 3,341 $ 10,448
Network services and other.... 6 592 20,395 3,424 12,919
------- ------- --------- ------- --------
Total net revenues............ 4,058 6,207 31,405 6,765 23,367
------- ------- --------- ------- --------
Costs of operations:
Site rental................... 1,226 1,292 2,213 605 2,418
Network services and other.... -- 8 13,137 2,171 7,155
------- ------- --------- ------- --------
Total costs of operations..... 1,226 1,300 15,350 2,776 9,573
------- ------- --------- ------- --------
General and administrative..... 729 1,678 6,824 1,491 8,768
Corporate development(a)....... 204 1,324 5,731 3,782 2,022
Depreciation and amortization.. 836 1,242 6,952 930 7,695
------- ------- --------- ------- --------
Operating income (loss)........ 1,063 663 (3,452) (2,214) (4,691)
Other income (expense):
Equity in earnings (losses) of
unconsolidated affiliate..... -- -- (1,138) (221) 525
Interest and other income(b).. 53 193 1,951 1,508 1,370
Interest expense and
amortization of deferred
financing costs.............. (1,137) (1,803) (9,254) (1,196) (10,027)
------- ------- --------- ------- --------
Income (loss) before income
taxes......................... (21) (947) (11,893) (2,123) (12,823)
Provision for income taxes..... -- (10) (49) (26) (209)
------- ------- --------- ------- --------
Net income (loss).............. (21) (957) (11,942) (2,149) (13,032)
Dividends on Senior Convertible
Preferred Stock............... -- -- (2,199) -- (4,132)
------- ------- --------- ------- --------
Net income (loss) after
deduction of dividends on
Senior Convertible Preferred
Stock......................... $ (21) $ (957) $ (14,141) $(2,149) $(17,164)
======= ======= ========= ======= ========
Loss per common share--basic
and diluted................... $ (0.01) $ (0.27) $ (2.27) $ (0.64) $ (1.57)
======= ======= ========= ======= ========
Common shares outstanding--
basic and diluted (in
thousands).................... 3,316 3,503 6,238 3,381 10,954
======= ======= ========= ======= ========

SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------- ------------------
1995 1996 1997 1997 1998
-------- -------- --------- -------- --------
(DOLLARS IN THOUSANDS)

OTHER DATA:
Site data (at period
end)(c):
Towers owned............... 126 155 240 361
Towers managed............. 7 7 133 129
Rooftop sites managed
(revenue producing)(d).... 41 52 80 66
-------- -------- --------- --------
Total sites owned and
managed................... 174 214 453 556
======== ======== ========= ========
EBITDA(e):
Site rental................ $ 2,697 $ 3,555 $ 7,682 $ 2,289 $ 7,215
Network services and
other..................... (594) (326) 1,549 209 (2,189)
Corporate development
expenses(a)............... (204) (1,324) (5,731) (3,782) (2,022)
-------- -------- --------- -------- --------
Total EBITDA............... $ 1,899 $ 1,905 $ 3,500 $ (1,284) $ 3,004
======== ======== ========= ======== ========
Capital expenditures........ $ 161 $ 890 $ 18,035 $ 918 $ 52,752
Summary cash flow
information:
Net cash provided by (used
for) operating
activities................ 1,672 (530) (624) 396 (1,972)
Net cash used for investing
activities................ (16,673) (13,916) (111,484) (66,494) (52,752)
Net cash provided by
financing activities...... 15,597 21,193 159,843 70,977 50,904
Ratio of earnings to fixed
charges(f)................. -- -- -- -- --
BALANCE SHEET DATA (AT
PERIOD END):
Cash and cash equivalents... $ 596 $ 7,343 $ 55,078 $ 51,258
Property and equipment,
net........................ 16,003 26,753 81,968 131,492
Total assets................ 19,875 41,226 371,391 418,830
Total debt.................. 11,182 22,052 156,293 216,869
Redeemable preferred
stock(g)................... 5,175 15,550 160,749 164,881
Total stockholders' equity
(deficit).................. 619 (210) 41,792 26,721

- --------
(a) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. For the year ended December 31, 1997, includes (i)
nonrecurring cash bonuses of $0.9 million paid to certain executive
officers in connection with the CTI Investment and (ii) a nonrecurring cash
charge of $1.3 million related to the purchase by CCIC of shares of Common
Stock from CCIC's former chief executive officer in connection with the CTI
Investment. See "Certain Relationships and Related Transactions". CCIC
expects to record non-cash compensation charges related to the issuance of
stock options to certain employees and executives. Such charges are
expected to amount to $20.2 million in 1998, recognized upon completion of
the Offering, and approximately $3.0 million per year thereafter through
2003.
(b) Includes a $1.2 million fee received in March 1997 as compensation for
leading the investment consortium which provided the equity financing for
CTI in connection with the CTI Investment.
(c) Represents the aggregate number of sites of CCIC as of the end of each
period.

(d) As of June 30, 1998, CCIC had contracts with 1,283 buildings to manage on
behalf of such buildings the leasing of space for antennas on the rooftops
of such buildings. A revenue producing rooftop represents a rooftop where
CCIC has arranged a lease of space on such rooftop and, as such, is
receiving payments in respect of its management contract. CCIC generally
does not receive any payment for rooftops under management unless CCIC
actually leases space on such rooftops to third parties. As of June 30,
1998, CCIC had 1,217 rooftop sites under management throughout the United
States that were not revenue producing but were available for leasing to
customers.
(e) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of CCIC's ability to meet
debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, CCIC's measure of EBITDA may not be comparable to
similarly titled measures of other companies.

(f) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income (loss) before income taxes, fixed charges and equity in
earnings (losses) of unconsolidated affiliate. Fixed charges consist of
interest expense, the interest component of operating leases and
amortization of deferred financing costs. For the years ended December 31,
1995, 1996 and 1997 and the six months ended June 30, 1997 and 1998,
earnings were insufficient to cover fixed charges by $21,000, $0.9 million,
$10.8 million, $1.9 million and $13.3 million, respectively.
(g) Represents (i) the Senior Convertible Preferred Stock privately placed by
CCIC in August 1997 and October 1997, all of which has been converted into
shares of Common Stock, and (ii) the Series A Convertible Preferred Stock,
the Series B Convertible Preferred Stock and the Series C Convertible
Preferred Stock privately placed by CCIC in April 1995, July 1996 and
February 1997, respectively, all of which will be converted into shares of
Common Stock in connection with the consummation of the Offering.

SUMMARY FINANCIAL AND OTHER DATA OF CTI

The summary historical financial data for CTI, which was 34.3% owned by CCIC
prior to the Roll-Up, presents (i) summary historical financial data of the BBC
Home Service Transmission Business prior to its acquisition by CTI (the
"Predecessor") for the year ended March 31, 1996 and the eleven and two months
ended February 27, 1997, (ii) summary historical consolidated financial data of
CTI after such acquisition for the one month ended March 31, 1997, for the
three months ended June 30, 1997 and for the nine months ended December 31,
1997, and (iii) summary historical consolidated financial data of CTI as of and
for the six months ended June 30, 1998. The summary historical financial data
for the year ended March 31, 1996 and the eleven months ended February 27, 1997
have been derived from the financial statements of the Predecessor, which have
been audited by KPMG, Chartered Accountants. The summary financial data for the
one month ended March 31, 1997 and the nine months ended December 31, 1997 have
been derived from the consolidated financial statements of CTI, which have been
audited by KPMG, Chartered Accountants. The summary historical financial data
for the two months ended February 27, 1997 have been derived from the unaudited
financial statements of the Predecessor, and the summary historical financial
data for the three months ended June 30, 1997 and as of and for the six months
ended June 30, 1998 have been derived from the unaudited consolidated financial
statements of CTI, which include all adjustments that CTI considers necessary
for a fair presentation of the financial position and results of operations for
that period. The results of operations for the one month ended March 31, 1997,
the three months ended June 30, 1997, the nine months ended December 31, 1997
and the six months ended June 30, 1998 are not necessarily indicative of the
results of operations of CTI that may be expected for the entire year. This
information reflects financial data for CTI as a whole, is not limited to that
portion of the financial data attributable to CCIC's percentage ownership of
CTI prior to the Roll-Up and is not indicative of any distributions or
dividends that CCIC might receive in the future. CTI is subject to significant
restrictions on its ability to make dividends and distributions to CCIC. See
"Risk Factors--Holding Company Structure; Dependence on Dividends to Meet Cash
Requirements or Pay Dividends". The information set forth below should be read
in conjunction with "Selected Financial and Other Data of CTI", "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Results of Operations--CTI" and the consolidated financial statements and the
notes thereto of CTI included elsewhere in this Prospectus.

PREDECESSOR COMPANY CTI
-------------------------------------------- -------------------------------------------------------------
ELEVEN TWO ONE NINE
YEAR MONTHS MONTHS MONTH MONTHS
ENDED ENDED ENDED ENDED THREE MONTHS ENDED SIX MONTHS
MARCH 31, FEBRUARY 27, FEBRUARY 27, MARCH 31, ENDED JUNE 30, DECEMBER 31, ENDED JUNE 30,
1996 1997 1997 1997 1997 1997 1998
-------------- -------------- -------------- ------------- -------------- -------------- --------------
(POUNDS STERLING IN THOUSANDS)

STATEMENT OF
OPERATIONS DATA
(under U.S.
GAAP):
Net revenues:
Site rental and
broadcast
transmission.... (Pounds)61,694 (Pounds)65,183 (Pounds)11,761 (Pounds)5,510 (Pounds)16,547 (Pounds)50,438 (Pounds)37,846
Network services
and other....... 8,673 5,431 1,044 923 2,064 6,314 5,670
-------------- -------------- -------------- ------------- -------------- -------------- --------------
Total net
revenues....... 70,367 70,614 12,805 6,433 18,611 56,752 43,516
-------------- -------------- -------------- ------------- -------------- -------------- --------------
Costs of
operations:
Site rental and
broadcast
transmission(b).. 34,577 36,200 5,851 2,483 8,283 24,516 17,205
Network services
and other....... 5,472 3,335 745 391 669 2,520 3,564
-------------- -------------- -------------- ------------- -------------- -------------- --------------
Total costs of
operations..... 40,049 39,535 6,596 2,874 8,952 27,036 20,769
-------------- -------------- -------------- ------------- -------------- -------------- --------------
General and
administrative... 9,698 4,039 1,048 495 1,357 4,021 2,666
Corporate
development(c)... -- -- -- -- -- -- 1,610
Depreciation and
amortization..... 9,128 9,045 1,738 1,819 5,533 16,854 11,688
-------------- -------------- -------------- ------------- -------------- -------------- --------------
Operating income.. 11,492 17,995 3,423 1,245 2,769 8,841 6,783
Other income
(expense):
Interest and
other income.... -- -- -- 49 119 288 348
Interest expense
and amortization
of deferred
financing
costs........... -- -- -- (891) (5,179) (11,618) (6,217)
-------------- -------------- -------------- ------------- -------------- -------------- --------------
Income (loss)
before income
taxes............ 11,492 17,995 3,423 403 (2,291) (2,489) 914
Provision for
income taxes..... -- -- -- -- -- -- --
-------------- -------------- -------------- ------------- -------------- -------------- --------------
Net income
(loss)........... (Pounds)11,492 (Pounds)17,995 (Pounds) 3,423 (Pounds) 403 (Pounds)(2,291) (Pounds)(2,489) (Pounds) 914
============== ============== ============== ============= ============== ============== ==============

CTI
--------------------------------
ONE NINE SIX
MONTH MONTHS MONTHS
ENDED ENDED ENDED
MARCH 31, DECEMBER 31, JUNE 30,
1997(A) 1997(A) 1998(A)
--------- ------------ ---------
(DOLLARS IN THOUSANDS)

STATEMENT OF
OPERATIONS DATA
(under U.S.
GAAP):
Net revenues:
Site rental and
broadcast
transmission.... $ 9,199 $ 84,206 $ 63,184
Network services
and other....... 1,541 10,540 9,466
--------- ------------ ---------
Total net
revenues....... 10,740 94,746 72,650
--------- ------------ ---------
Costs of
operations:
Site rental and
broadcast
transmission(b).. 4,145 40,929 28,724
Network services
and other....... 653 4,207 5,950
--------- ------------ ---------
Total costs of
operations..... 4,798 45,136 34,674
--------- ------------ ---------
General and
administrative... 826 6,723 4,451
Corporate
development(c)... -- -- 2,688
Depreciation and
amortization..... 3,037 28,188 19,513
--------- ------------ ---------
Operating income.. 2,079 14,699 11,324
Other income
(expense):
Interest and
other income.... 82 481 581
Interest expense
and amortization
of deferred
financing
costs........... (1,488) (19,395) (10,379)
--------- ------------ ---------
Income (loss)
before income
taxes............ 673 (4,215) 1,526
Provision for
income taxes..... -- -- --
--------- ------------ ---------
Net income
(loss)........... $ 673 $ (4,215) $ 1,526
========= ============ =========

PREDECESSOR COMPANY CTI
--------------------------------------------- ------------------------------------------------------------
ELEVEN TWO ONE NINE
YEAR MONTHS MONTHS MONTH MONTHS
ENDED ENDED ENDED ENDED THREE MONTHS ENDED SIX MONTHS
MARCH 31, FEBRUARY 27, FEBRUARY 27, MARCH 31, ENDED DECEMBER 31, ENDED JUNE 30,
1996 1997 1997 1997 JUNE 30, 1997 1997 1998
-------------- -------------- ------------- ------------- ------------- -------------- --------------
(POUNDS STERLING IN THOUSANDS)

OTHER DATA (under
U.S. GAAP):
Site data(d):
Towers and
revenue
producing
rooftop sites at
end of period...
EBITDA(e):
Site rental and
broadcast
transmission.... (Pounds)19,359 (Pounds)25,752 (Pounds)4,941 (Pounds)2,574 (Pounds)7,103 (Pounds)22,428 (Pounds)18,377
Network services
and other....... 1,261 1,288 220 490 1,199 3,267 1,704
Corporate
development
expenses(c)..... -- -- -- -- -- -- (1,610)
-------------- -------------- ------------- ------------- ------------- -------------- --------------
Total EBITDA.... (Pounds)20,620 (Pounds)27,040 (Pounds)5,161 (Pounds)3,064 (Pounds)8,302 (Pounds)25,695 (Pounds)18,471
============== ============== ============= ============= ============= ============== ==============
Capital
expenditures..... (Pounds)18,079 (Pounds)21,810 (Pounds) 711 (Pounds) 748 (Pounds)3,906 (Pounds)14,361 (Pounds)23,083
Summary cash flow
information:
Net cash provided
by operating
activities...... 24,311 28,146 5,161 4,871 7,169 25,555 19,294
Net cash used for
investing
activities...... (17,190) (21,811) (711) (52,889) (4,114) (14,668) (22,522)
Net cash provided
by (used for)
financing
activities...... (7,121) (6,335) (4,450) 57,706 (6,792) (12,423) 4,543

CTI
--------------------------------
ONE NINE SIX
MONTH MONTHS MONTHS
ENDED ENDED ENDED
MARCH 31, DECEMBER 31, JUNE 30,
1997(A) 1997(A) 1998(A)
--------- ------------ ---------
(DOLLARS IN THOUSANDS)

OTHER DATA (under
U.S. GAAP):
Site data(d):
Towers and
revenue
producing
rooftop sites at
end of period... 801 808
============ =========
EBITDA(e):
Site rental and
broadcast
transmission.... $ 4,298 $37,444 $30,680
Network services
and other....... 818 5,443 2,845
Corporate
development
expenses(c)..... -- -- (2,688)
--------- ------------ ---------
Total EBITDA.... $ 5,116 $42,887 $30,837
========= ============ =========
Capital
expenditures..... $ 1,249 $23,976 $38,537
Summary cash flow
information:
Net cash provided
by operating
activities...... 8,132 42,664 32,211
Net cash used for
investing
activities...... (88,298) (24,488) (37,600)
Net cash provided
by (used for)
financing
activities...... 96,340 (20,740) 7,585

AS OF JUNE 30, 1998 AS OF JUNE 30, 1998
------------------- -------------------
(POUNDS STERLING (DOLLARS
IN THOUSANDS) IN THOUSANDS)

BALANCE SHEET DATA (under U.S. GAAP):
Cash and cash equivalents............. (Pounds)9,467 $ 15,805
Property and equipment, net........... 220,506 368,135
Total assets.......................... 288,348 481,397
Total debt............................ 148,779 248,387
Redeemable preference shares.......... 107,949 180,221
Ordinary shareholders' equity
(deficit)............................ (4,288) (7,159)

- --------

(a) CTI publishes its consolidated financial statements in pounds sterling. For
the convenience of the reader, the information set forth above contains
translations of pound sterling amounts into U.S. dollars at the Noon Buying
Rate on June 30, 1998, of (Pounds)1.00 = $1.6695. No representation is made
that the pound sterling amounts have been, could have been or could be
converted into U.S. dollars at the rate indicated or any other rates. On
July 31, 1998, the Noon Buying Rate was (Pounds)1.00 = $1.6388.

(b) Included in costs of operations for site rental and broadcast transmission
for the six months ended June 30, 1998 are non-cash compensation charges
for (Pounds)0.8 million ($1.4 million) related to the issuance of stock
options to certain executives and employees.

(c) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. Included in corporate development expenses for the six
months ended June 30, 1998 are non-cash compensation charges for
(Pounds)1.1 million ($1.8 million) related to the issuance of stock options
to certain executives at CTI.

(d) As of June 30, 1998, CTI's 54 revenue producing rooftop sites were occupied
by its transmitters but were not available for leasing to customers.

(e) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of CTI's ability to meet
debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, CTI's measure of EBITDA may not be comparable to
similarly titled measures of other companies.

RISK FACTORS

Prospective investors should consider carefully the risk factors set forth
below, as well as the other information appearing in this Prospectus, before
making any investment in the Common Stock.

MANAGING INTEGRATION AND GROWTH

The Company's ability to implement its growth strategy depends, in part, on
its successes in integrating its acquisitions, investments, joint ventures and
strategic alliances into the Company's operations. The Company has grown
significantly over the past 18 months through acquisitions. The Crown Merger
in August 1997 was significantly larger than the Company's previous
acquisitions and represented a substantial increase in the scope of the
Company's business. Crown's revenues for fiscal 1996 were $19.4 million. In
contrast, CCIC's revenues for fiscal 1996 were $6.2 million. Similarly, the
Roll-Up will result in the Company having majority ownership of CTI, which had
consolidated revenues in the twelve months ended December 31, 1997 of
(Pounds)76.0 million ($124.5 million). Successful integration of these
transactions will depend primarily on the Company's ability to manage their
combined operations and to integrate their existing management with and into
CCIC's management. There can be no assurance that the Company can successfully
integrate these acquired businesses or any future acquisitions into its
business or implement its plans without delay and any failure or any inability
to do so may have a material adverse effect on the Company's financial
condition and results of operations.

Implementation of the Company's acquisition strategy may impose significant
strains on the Company's management, operating systems and financial
resources. Failure by the Company to manage its growth or unexpected
difficulties encountered during expansion could have a material adverse effect
on the Company's financial condition and results of operations. The pursuit
and integration of acquisitions, investments, joint ventures and strategic
alliances will require substantial attention from the Company's senior
management, which will limit the amount of time available to devote to the
Company's existing operations. Future acquisitions by the Company could result
in the incurrence of substantial amounts of debt and contingent liabilities
and an increase in amortization expenses related to goodwill and other
intangible assets, which could have a material adverse effect upon the
Company's financial condition and results of operations.

SUBSTANTIAL LEVERAGE; RESTRICTIONS IMPOSED BY THE TERMS OF THE COMPANY'S
INDEBTEDNESS

The Company is highly leveraged. As of June 30, 1998, after giving pro forma
effect to the Roll-Up, the Offering and the Senior Preferred Conversion, the
Company had total consolidated indebtedness of approximately $465.3 million
and total consolidated stockholders' equity of approximately $1,236.6 million.
Also, after giving pro forma effect to the Roll-Up, the Company's earnings
would have been insufficient to cover fixed charges by $41.3 million for
fiscal 1997. CCIC and its subsidiaries will be permitted to incur additional
indebtedness in the future. See "Capitalization", "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and "Description of Certain Indebtedness".

The degree to which the Company is leveraged could have significant adverse
consequences to the Company, including, but not limited to: (i) increasing the
Company's vulnerability to general adverse economic and industry conditions,
(ii) limiting the Company's ability to obtain additional financing to fund
future working capital, capital expenditures and other general corporate
requirements, (iii) requiring the dedication of a substantial portion of the
Company's cash flow from operations to the payment of principal of, and
interest on, its indebtedness, thereby reducing the availability of such cash
flow to fund working capital, capital expenditures or other general corporate
purposes, (iv) limiting the Company's flexibility in planning for, or reacting
to, changes in its business and the industry and (v) placing the Company at a
competitive disadvantage vis-a-vis less leveraged competitors. See
"Capitalization", "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources" and "Description
of Certain Indebtedness".

The Company's ability to meet its debt service or to fund planned capital
expenditures, will depend on its future performance, which, to a certain
extent, is subject to general economic, financial, competitive, legislative,

regulatory and other factors that are beyond its control. The Company's
business strategy contemplates substantial capital expenditures in connection
with the expansion of its tower footprints. Based on the Company's current
operations and anticipated revenue growth, management believes that cash flow
from operations and available cash, together with the net proceeds of the
Offering and available borrowings under the Senior Credit Facility and CTI
Credit Facility (as defined), will be sufficient to fund the Company's
anticipated capital expenditures for the foreseeable future. However, in the
event the Company consummates any significant acquisitions, including any of
the significant acquisitions that the Company is currently pursuing, or
exceeds its currently anticipated capital expenditures, the Company
anticipates that it will need to seek additional equity or debt financing to
fund its business plan. Failure to obtain any such financing could require the
Company to significantly reduce its planned capital expenditures and forego
these acquisition opportunities and could have a material adverse effect on
the Company's ability to achieve its business strategy. In addition, the
Company may need to refinance all or a portion of its indebtedness on or prior
to its scheduled maturity. There can be no assurance that the Company will
generate sufficient cash flow from operations in the future, that anticipated
revenue growth will be realized or that future borrowings, equity
contributions or loans from affiliates will be available in an amount
sufficient to service its indebtedness and make anticipated capital
expenditures. In addition, there can be no assurance that the Company will be
able to effect any required refinancings of its indebtedness on commercially
reasonable terms or at all. See "--Holding Company Structure; Dependence on
Dividends to Meet Cash Requirements or Pay Dividends" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

The terms of the Company's debt instruments contain numerous restrictive
covenants, including but not limited to covenants that restrict the ability of
the Company and its subsidiaries to incur indebtedness, pay dividends, create
liens, sell assets and engage in certain mergers and acquisitions. In
addition, some of such indebtedness requires certain of the Company's
subsidiaries to maintain certain financial ratios. The ability of the Company
to comply with the covenants and other terms of its indebtedness and to
satisfy its respective debt obligations will depend on the future operating
performance of the Company. In the event the Company fails to comply with the
various covenants contained in its debt instruments, it would be in default
thereunder, and in certain of such cases, the maturity of substantially all of
its long-term indebtedness could be accelerated. See "Description of Certain
Indebtedness".

RISKS RELATED TO AGREEMENTS WITH TDF

In connection with the Roll-Up, the Company has entered into certain
agreements with TdF that grant TdF certain significant protective rights with
respect to the governance of the Company and CTI, the ownership of CTI and the
disposition of its shares in the Company and CTI. See "The Roll-Up".

Governance Rights. The Company has granted to TdF certain rights with
respect to the governance of the Company, including (i) the ability to
prohibit the Company from entering into certain material transactions,
(ii) the issuance to TdF of shares of Class A Common Stock, which gives TdF
the right to elect up to two of the twelve members of the Company's Board of
Directors, and (iii) subject to certain conditions, the inclusion on each of
the executive committee, the nominating and corporate governance committee of
the Company's Board of Directors of at least one director elected by TdF. In
addition to its governance rights with respect to the Company, TdF has
significant governance rights with respect to CTI which, after giving pro
forma effect to the Roll-Up, would have accounted for approximately 68.8% of
the Company's revenues in 1997. Following consummation of the Roll-Up,
although TdF will hold only a 20% equity interest in CTI, TdF's rights with
respect to CTI will be generally characteristic of the rights of a 50% partner
to a joint venture.

While TdF's rights with respect to the governance of the Company and CTI are
subject to certain limitations and forfeiture by TdF in certain circumstances,
during the period in which such rights are exercisable by TdF, such rights
will give TdF (whose ultimate parent is France Telecom) and its affiliates the
ability to exert significant control over the governance of the Company and
CTI. The exercise of such rights by TdF may be contrary to the interests of
the Company's other stockholders generally, and may prevent the Company and/or
CTI from entering into transactions that the Company's Board of Directors
deems to be in the best interests of the Company and its stockholders. See "--
Anti-Takeover Provisions".

CTSH Option. In addition to TdF's governance rights with respect to the
Company and CTI described above, in the event of (i) the sale of all or
substantially all of the Company's assets, (ii) a merger, consolidation or
similar transaction that would result in any person owning more than 50% of
the Company's voting power or equity securities, (iii) an unsolicited
acquisition by any person of more than 25% (or 30% if the Company elects by
notice in writing to TdF) of such securities or (iv) certain other
circumstances relating to an acquisition by any person that would give rise to
a right of the BBC to terminate the BBC Analog Transmission Contract (as
defined) or the BBC Digital Transmission Contract (as defined) (each, a
"Triggering Event"), which Triggering Event is not approved by TdF, TdF will
have the right, subject to certain conditions, to acquire all of the Company's
shares of capital stock of CTSH or to require the Company to purchase all of
TdF's shares of capital stock of CTSH, in each case at fair market value.
Further, immediately prior to the occurrence of a Triggering Event, TdF will
have the right to require the Company to purchase 50% of the Class A Common
Stock held by TdF and its affiliates in cash at a price per share equal to the
price to be paid upon consummation of the Triggering Event. See "The Roll-Up".

TdF's right to purchase the Company's shares of CTSH upon a Triggering Event
may have the effect of preventing a change of control of the Company. If the
Company were required to sell its shares in CTSH to TdF, it would no longer
own or conduct the CTI business. Alternatively, if the Company were required
to purchase all of TdF's shares of CTSH and/or purchase 50% of the Class A
Common Stock held by TdF and its affiliates, there can be no assurance that
the Company would have the necessary funds to do so or that such purchase
would be permitted under the terms of the Company's debt instruments. If the
Company did not have sufficient funds to purchase TdF's shares of capital
stock of CTSH or TdF's and TdF's affiliates' shares of Class A Common Stock,
the Company would need to seek additional financing. There can be no assurance
that any such financing could be obtained on terms acceptable to the Company,
or at all. In the absence of such financing, the Company could be forced to
dispose of other assets under circumstances that might not be favorable to
realizing the highest price for such assets in order to obtain the funds to
purchase the TdF shares. In addition, the obligation to purchase the TdF
shares could result in an event of default under the terms of the Company's
outstanding indebtedness.

Liquidity Rights. If on or before the second anniversary of the consummation
of the Roll-Up (i) TdF has not exchanged its shares of capital stock of CTSH
in accordance with the Governance Agreement (as defined) or (ii) TdF has
ceased to be Qualified (as defined) for purposes of the Governance Agreement,
TdF will thereafter have the right to require the Company to purchase all of
TdF's shares of capital stock of CTSH at their fair market value. The Company
may elect to pay for such shares either (i) in cash or (ii) in shares of its
Common Stock at a discount of 15% to the market value of such Common Stock.
See "The Roll-Up". There can be no assurance that the Company will have
sufficient funds to purchase such shares for cash in connection with any put
of TdF's shares of capital stock of CTSH. If the Company does not have
sufficient funds for such purchase, it would either have to seek additional
financing or purchase such shares with its Common Stock. There can be no
assurance that any such financing could be obtained on terms acceptable to the
Company, if at all. If the Company were to issue shares of its Common Stock to
effect the purchase, such issuance would result in substantial dilution of the
Company's other stockholders, could adversely affect the market price of the
Common Stock and could impair the Company's ability to raise additional
capital through the sale of its equity securities. See "--Dilution".

BROAD DISCRETION IN APPLICATION OF PROCEEDS

A substantial portion of the estimated net proceeds from the Offering will
be allocated to the Company's working capital and general corporate purposes
and may be applied to as yet unidentified acquisitions, investments or joint
ventures in the United States or abroad. Due to the number and variability of
factors that will be analyzed before the Company determines how to use such
net proceeds, the Company will have broad discretion in allocating a
significant portion of the net proceeds from the Offering without any action
or approval of the Company's stockholders. Accordingly, investors will not
have the opportunity to evaluate the economic, financial and other relevant
information that will be considered by the Company in determining the
application of such net proceeds. See "Use of Proceeds".

HOLDING COMPANY STRUCTURE; DEPENDENCE ON DIVIDENDS TO MEET CASH REQUIREMENTS
OR PAY DIVIDENDS

CCIC is a holding company with no business operations of its own. CCIC's
only significant asset is the outstanding capital stock of its subsidiaries.
CCIC conducts all its business operations through its subsidiaries.
Accordingly, CCIC's only source of cash to pay dividends or make other
distributions on its capital stock is distributions with respect to its
ownership interest in its subsidiaries from the net earnings and cash flow
generated by such subsidiaries. CCIC currently expects that the earnings and
cash flow of its subsidiaries will be retained and used by such subsidiaries
in their operations, including to service their respective debt obligations.
Even if CCIC determined to pay a dividend on or make a distribution in respect
of the capital stock of its subsidiaries, there can be no assurance that
CCIC's subsidiaries will generate sufficient cash flow to pay such a dividend
or distribute such funds to CCIC or that applicable state law and contractual
restrictions, including negative covenants contained in the debt instruments
of such subsidiaries, will permit such dividends or distributions.
Furthermore, the terms of the Senior Credit Facility and the Notes place
restrictions on CCI's ability, and the terms of the CTI Credit Facility and
the CTI Bonds (as defined) place restrictions on CTI's ability, to pay
dividends or to make distributions, and in any event, such dividends or
distributions may only be paid if no default has occurred under the applicable
instrument. In addition, CCIC's subsidiaries will be permitted under the terms
of their existing debt instruments to incur certain additional indebtedness
that may restrict or prohibit the making of distributions, the payment of
dividends or the making of loans by such subsidiaries to CCIC. See "--
Substantial Leverage; Restrictions Imposed by the Terms of the Company's
Indebtedness" and "Description of Certain Indebtedness".

RISKS ASSOCIATED WITH CONSTRUCTION AND ACQUISITIONS OF TOWERS

The Company's growth strategy depends on its ability to construct, acquire
and operate towers in conjunction with the expansion of wireless
communications carriers. As of June 30, 1998, the Company had 55 towers under
construction and had plans to commence construction on an additional 117
towers by the end of 1998. The Company's ability to construct new towers can
be affected by a number of factors beyond its control, including zoning and
local permitting requirements and national regulatory approvals, availability
of construction equipment and skilled construction personnel and bad weather
conditions. In addition, as the concern over tower proliferation has grown in
recent years, certain communities have placed restrictions on new tower
construction or have delayed granting permits required for construction. There
can be no assurance that: (i) the Company will be able to overcome the
barriers to new construction; (ii) the number of towers planned for
construction will be completed in accordance with the requirements of the
Company's customers; or (iii) there will be a significant need for the
construction of new towers once the wireless communications carriers complete
their tower network infrastructure build-out. Further, the Company competes
with certain wireless communications carriers, broadcasters, site developers
and other independent tower owners and operators for acquisitions of towers,
and expects such competition to increase. Increased competition for
acquisitions may result in fewer acquisition opportunities for the Company, as
well as higher acquisition prices. The Company regularly explores acquisition
opportunities. However, there can be no assurance that the Company will be
able to identify suitable towers to acquire in the future. In addition, the
Company may need to seek additional debt or equity financing in order to fund
properties it seeks to acquire. The availability of additional financing
cannot be assured and depending on the terms of proposed acquisitions and
financing, could be restricted by the terms of the Company's debt instruments.
No assurance can be given that the Company will be able to identify, finance
and complete future construction and acquisitions on acceptable terms or that
the Company will be able to manage profitably and market under-utilized
capacity on additional towers. The extent to which the Company is unable to
construct or acquire additional towers, or manage profitably such tower
expansion, may have a material adverse effect on the Company's financial
condition and results of operation.

In addition, the time frame for the current wireless build-out cycle may be
limited to the next few years, and many PCS and PCN networks have already been
built out in large markets. A failure by the Company to move quickly and
aggressively to obtain growth capital and capture this infrastructure
opportunity could have a material adverse effect on the Company's financial
condition and results of operations.

DEPENDENCE ON DEMAND FOR WIRELESS COMMUNICATIONS; RISK ASSOCIATED WITH NEW
TECHNOLOGIES

Demand for the Company's site rentals is dependent on demand for
communication sites from wireless communications carriers, which, in turn, is
dependent on the demand for wireless services. Most types of wireless services
currently require ground-based network facilities, including communication
sites for transmission and reception. The extent to which wireless
communications carriers lease such communication sites depends on a number of
factors beyond the Company's control, including the level of demand for such
wireless services, the financial condition and access to capital of such
carriers, the strategy of carriers with respect to owning or leasing
communication sites, government licensing of broadcasting rights, changes in
telecommunications regulations and general economic conditions.

The wireless communications industry has undergone significant growth in
recent years. A slowdown in the growth of, or reduction in, demand in a
particular wireless segment could adversely affect the demand for
communication sites. For example, the Company anticipates that a significant
amount of its revenues over the next several years will be generated from
carriers in the PCS and PCN market and, as such, the Company will be subject
to downturns in PCS and PCN demand. Moreover, wireless communications carriers
often operate with substantial leverage, and financial problems for the
Company's customers could result in accounts receivable going uncollected, in
the loss of a customer and the associated lease revenue, or in a reduced
ability of these customers to finance expansion activities.

Finally, advances in technology, such as the development of new satellite
systems, could reduce the need for land-based transmission and reception
networks. The occurrence of any of these factors could have a material adverse
effect on the Company's financial condition and results of operations.

VARIABILITY IN DEMAND FOR NETWORK SERVICES

Demand for the Company's network services fluctuates from period to period
and within periods. These fluctuations are caused by a number of factors,
including the timing of customers' capital expenditures, annual budgetary
considerations of customers, the rate and volume of wireless communications
carriers' tower build-outs, timing of existing customer contracts and general
economic conditions. While such demand fluctuates, the Company must incur
certain costs, such as maintaining a staff of network services employees in
anticipation of future contracts, even when there may be no current business.
Consequently, the operating results of the Company's network services
businesses for any particular period may vary significantly, and should not be
considered as necessarily being indicative of longer-term results. For
example, the Company experienced a decline, as compared to the two previous
quarters, in demand for its network services business in the fourth quarter of
1997 and the first quarter of 1998. There can be no assurance that the demand
for such business will return to the level of the two previous quarters.
Furthermore, as wireless communications carriers complete their build-outs,
the need for the construction of new towers and the demand for certain network
services could decrease significantly and could result in fluctuations and,
possibly, significant declines in the Company's operating performance.

COMPETITION

The Company competes for site rental customers with (i) wireless
communications carriers that own and operate their own tower footprints and
lease, or may in the future decide to lease, antenna space to other carriers,
(ii) site development companies which acquire antenna space on existing towers
for wireless communications carriers and manage new tower construction, (iii)
other independent tower companies and (iv) traditional local independent tower
operators. Wireless communications carriers that own and operate their own
tower footprints generally are substantially larger and have greater financial
resources than the Company. The Company believes that tower location and
capacity, price, quality of service and density within a geographic market
historically have been and will continue to be the most significant
competitive factors affecting the site rental business.

The Company competes for acquisition and new tower construction
opportunities with wireless communications carriers, site developers and other
independent tower operators. The Company believes that

competition for tower acquisitions will increase and that additional
competitors will enter the tower market. These additional competitors may have
greater financial resources than the Company.

NTL, which owns the privatized engineering division of the Independent
Broadcasting Authority, is the Company's principal competitor in the
terrestrial broadcast transmission market in the United Kingdom. There can be
no assurance that the Company will not encounter significant competition from
NTL for its transmission business with the BBC or BDB following the expiration
of the Company's current contracts with such broadcasters. See "--Reliance on
Significant Agreements".

RELIANCE ON SIGNIFICANT AGREEMENTS

While the Company generally has a diverse customer base, the BBC, Nextel and
NTL accounted for approximately 45.1%, 7.5% and 6.6%, respectively, of the
Company's pro forma revenues for the six months ended June 30, 1998.

The Company's broadcast transmission business is substantially dependent on
contracts with the BBC. See "Business--U.K. Operations--Significant
Contracts". The prices that the Company may charge the BBC for analog
television and radio transmission services are subject to regulation by the
U.K. Office of Telecommunications ("OFTEL"). See "--Regulatory Compliance and
Approval". The BBC Analog Transmission Contract expires on March 31, 2007, and
the BBC Digital Transmission Contract will expire 12 years after the date on
which the Company commences digital terrestrial transmission services on a
commercial basis for the BBC, which is expected to be November 1, 1998. In
addition, the BBC Digital Transmission Contract may be terminated by the BBC
during the three-month period following the fifth anniversary of the Company's
commencement of digital terrestrial transmission services for the BBC if the
BBC's Board of Governors determines, in its sole discretion, that DTT in the
United Kingdom does not have sufficient viewership to justify continued DTT
broadcasts. There can be no assurance that the BBC will renew its contracts
with the Company upon expiration of the current contracts, that they will not
negotiate terms less favorable to the Company or that they would not seek to
obtain from third parties a portion of the transmission services currently
provided by the Company. The loss of the BBC contracts would have a material
adverse effect on the Company's business, results of operations and financial
condition.

As of June 30, 1998, the Company had constructed or purchased 88 towers for
Nextel, was in the process of constructing or receiving permits for 30 towers
for Nextel and had the option to construct or purchase up to 108 additional
towers for Nextel. See "Business--U.S. Operations--Significant Contracts".
Nextel may terminate the Nextel Agreement (as defined) if the Company fails to
complete the construction of towers within an agreed period or if Nextel
exercises its purchase option (following certain construction delays by the
Company) for the greater of five towers or 5% of the aggregate number of total
sites committed to within a rolling eight-month period. Furthermore, the
Nextel Agreement may be terminated by Nextel upon either the insolvency or
liquidation of the Company. The Nextel Agreement represents a significant part
of the Company's business strategy, and the Company expects Nextel to
represent an even larger portion of its business in the future. Termination of
the Nextel Agreement could have a material adverse effect on the Company's
ability to achieve its business strategy.

In order to optimize service coverage in the United Kingdom and enable
viewers to receive all analog UHF television services using one receiving
antenna, pursuant to the Site-Sharing Agreement (as defined), CTI and NTL made
arrangements to share all UHF television sites. See "Business--U.K.
Operations--Significant Contracts". Negotiations are in progress between the
Company and NTL to amend the Site-Sharing Agreement to account for the build-
out of digital transmission sites and equipment, a new rate card related to
site sharing fees for new digital facilities and revised operating and
maintenance procedures. The Site-Sharing Agreement may be terminated with five
years' prior notice by either of the parties and in certain other
circumstances and expires on December 31, 2005 or on any tenth anniversary of
that date. Although the Company does not anticipate that the Site-Sharing
Agreement will be terminated, there can be no assurance that such a
termination will not occur. Termination of the Site-Sharing Agreement could
have a material adverse effect on the Company's business, results of
operations and financial condition.

REGULATORY COMPLIANCE AND APPROVAL

The Company is subject to a variety of foreign, federal, state and local
regulation. In the United States, both the FCC and the Federal Aviation
Administration (the "FAA") regulate towers and other sites used for wireless
communications transmitters and receivers. Such regulations control siting and
marking of towers and may, depending on the characteristics of the tower,
require registration of tower facilities. Wireless communications devices
operating on towers are separately regulated and independently licensed based
upon the regulation of the particular frequency used. Most proposals to
construct new antenna structures or to modify existing antenna structures are
reviewed by both the FCC and the FAA to ensure that a structure will not
present a hazard to aviation. Owners of towers may have an obligation to paint
them or install lighting to conform to FCC standards and to maintain such
painting or lighting. Tower owners may also bear the responsibility for
notifying the FAA of any tower lighting failures. The Company generally
indemnifies its customers against any failure to comply with applicable
standards. Failure to comply with applicable requirements may lead to civil
penalties or require the Company to assume costly indemnification obligations.
Local regulations include city or other local ordinances, zoning restrictions
and restrictive covenants imposed by community developers. These regulations
vary greatly, but typically require tower owners to obtain approval from local
officials or community standards organizations prior to tower construction.
Local regulations can delay or prevent new tower construction or site upgrade
projects, thereby limiting the Company's ability to respond to customers'
demands. In addition, such regulations increase the costs associated with new
tower construction. There can be no assurance that existing regulatory
policies will not adversely affect the timing or cost of new tower
construction or that additional regulations will not be adopted which increase
such delays or result in additional costs to the Company. Such factors could
have a material adverse effect on the Company's financial condition and
results of operations.

In the United Kingdom, both OFTEL and the Radiocommunications Agency
regulate and monitor telecommunications and frequency licensing for sites used
for wireless communications transmitters and receivers. Site rental fees for
broadcasting (but not telecommunications) are also subject to price regulation
by OFTEL. Regulatory approvals required to construct or materially alter
towers include Civil Aviation Authority (the "CAA") approval, to ensure new
antenna structures do not present a hazard to aviation, and local government
planning authority clearance. In addition, international frequency clearance
may be required to avoid any potential European transmission interference.
Such regulation may delay, restrict or prevent such construction or
alteration, thereby limiting the Company's ability to respond to customers'
demands. There can be no assurance that existing regulatory policies will not
adversely affect the timing or cost of new tower construction or that
additional regulations will not be adopted which increase such delays or
result in additional costs to the Company. Such factors could have a material
adverse effect on the Company's financial condition and results of operations.

Since the BBC Analog Transmission Contract was signed, the BBC has increased
its service requirements to include (i) 24-hour broadcasting on the Company's
terrestrial transmission network for the BBC's two national television
services and (ii) a requirement for CTI to add a number of filler stations to
its network to extend existing BBC services. The BBC has agreed to increases
of approximately (Pounds)800,000 ($1,335,600) per year in the charges payable
by the BBC to CTI, as provided under the BBC Analog Transmission Contract, for
these service enhancements. The additional charges may necessitate an
amendment to CTI's Transmission Telecommunications License. OFTEL, the
relevant regulatory authority in the United Kingdom, has confirmed in initial
discussions with CTI that it is not OFTEL's intention to prevent the provision
of such additional services to the BBC at an additional charge. CTI is
discussing with OFTEL the most appropriate way to rectify this situation in
order to allow the additional services to be provided to the BBC in return for
the additional agreed payments. While the Company expects the license to be
amended, there can be no assurance as to the final resolution of these issues
with OFTEL.

The Company's customers may also become subject to new regulations or
regulatory policies which adversely affect the demand for communication sites.
In addition, as the Company pursues international opportunities, it will be
subject to regulation in foreign jurisdictions.

The Company is also subject to laws and regulations relating to worker
health and safety. Failure to comply with such laws and regulations could have
a material adverse effect on the Company's business, results of operation, or
financial condition. See "Business--Regulatory Matters".

ENVIRONMENTAL MATTERS

The Company's operations are subject to foreign, federal, state and local
laws and regulations regarding the management, use, storage, disposal,
emission, release and remediation of, and exposure to, hazardous and
nonhazardous substances, materials or wastes ("Environmental Laws"). Under
certain Environmental Laws, the Company could be held strictly, jointly and
severally liable for the remediation of hazardous substance contamination at
its current or former facilities or at third-party waste disposal sites, and
also could be subject to personal injury or property damage claims related to
such contamination. Although the Company believes that it is in substantial
compliance with all applicable Environmental Laws, there can be no assurance
that the costs of compliance with existing or future Environmental Laws will
not have a material adverse effect on the Company's financial condition and
results of operations. See "Business--Environmental Matters".

PERCEIVED HEALTH RISKS ASSOCIATED WITH RADIO FREQUENCY EMISSIONS

The Company and the wireless communications carriers that utilize the
Company's towers are subject to government requirements and other guidelines
relating to radio frequency ("RF") emissions. The potential connection between
RF emissions and certain negative health effects, including some forms of
cancer, has been the subject of substantial study by the scientific community
in recent years. To date, the results of these studies have been inconclusive.
Although the Company has not been subject to any claims relating to RF
emissions, there can be no assurance that it will not be subject to such
claims in the future. See "--Environmental Matters" and "Business--
Environmental Matters".

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

The Company conducts business in countries outside the United States, which
exposes the Company to fluctuations in foreign currency exchange rates. In
1997, after giving pro forma effect to the Roll-Up, approximately 68.8% of the
Company's consolidated revenues would have originated outside the United
States, all of which were denominated in currencies other than U.S. dollars
(principally pounds sterling). The Company has not historically engaged in
significant hedging activities with respect to its non-U.S. dollar operations.

The Company's international operations are subject to other risks, such as
the imposition of government controls, inflation, tariff or taxes and other
trade barriers, difficulties in staffing and managing international
operations, price, wage and exchange controls, and political, social and
economic instability. There can be no assurance that these and other factors
will not have a material adverse effect on the Company's financial condition
or results of operations.

DEPENDENCE ON PRINCIPAL EXECUTIVE OFFICERS

The Company's existing operations and continued future development are
dependent to a significant extent upon the performance and the active
participation of certain key individuals, including the senior management of
the Company and its subsidiaries. There can be no assurance that the Company
will be successful in retaining the services of these, or its other, key
personnel. None of the Company's employees are subject to noncompetition
agreements with the Company. The loss of the services of one or more of the
Company's key personnel could adversely affect the Company's financial
condition and results of operations. See "Management--Executive Compensation--
Crown Arrangements".

YEAR 2000 COMPLIANCE

to resolve the issue. The Company expects to incur internal staff costs, as
well as other expenses, related to testing and updating its systems to prepare
for the Year 2000. The Company presently believes that, with modifications and
upgrades to existing software and successful conversion to new software, the
Year 2000 Issue will not pose significant operational problems for the
Company's systems as so modified, upgraded or converted. Although the Company
is in the initial phases of determining the impact of the Year 2000 Issue, the
Company anticipates it will be fully Year 2000 compliant by September 1, 1999;
however, any delays or omissions by the Company or its customers, suppliers or
contractors to resolve the Year 2000 Issue could materially adversely affect
the Company's business, financial condition or results of operations. There
can be no assurance that amounts to be spent on addressing the Year 2000 Issue
will not be material.

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Certificate of Incorporation, the Amended and
Restated Bylaws (the "By-laws") and operative agreements entered into in
connection with the Roll-Up could make it more difficult for a third party to
acquire, and could discourage a third party from attempting to acquire,
control of the Company. These provisions include, but are not limited to, the
right of the holders of the Class A Common Stock to elect up to two members of
the Board of Directors, a staggered Board of Directors, the authority of the
Board of Directors to issue shares of undesignated preferred stock in one or
more series without the specific approval of the holders of Common Stock
(other than the holders of the Class A Common Stock), the establishment of
advance notice requirements for director nominations and actions to be taken
at annual meetings and the requirement that the holders of the Class A Common
Stock approve certain changes to the Certificate of Incorporation or the By-
laws. In addition, the By-laws permit special meetings of the stockholders to
be called only upon the request of a majority of the Board of Directors, and
deny stockholders the ability to call such meetings. Pursuant to the
Governance Agreement, subject to certain conditions, TdF has the right to
purchase the Company's equity interest in CTSH upon the occurrence of a
Triggering Event that is not approved by TdF. In addition, subject to certain
limitations, the BBC Analog Transmission Contract and the BBC Digital
Transmission Contract may be terminated upon the occurrence of certain change
of control events (as defined in such contracts). Such provisions, as well as
the provisions of Section 203 of the Delaware General Corporation Law (to
which the Company is subject), could impede a merger, consolidation, takeover
or other business combination involving the Company or discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control
of the Company. In certain circumstances, the fact that corporate devices are
in place that will inhibit or discourage takeover attempts could reduce the
market value of the Common Stock. See "Description of Capital Stock", "--Risks
Related to Agreements with TdF" and "The Roll-Up".

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock after the Offering
could adversely affect the market price of the Common Stock and could impair
the Company's ability to raise capital through the sale of equity securities.
Upon completion of the Offering, the Company will have 97,728,545 shares of
Common Stock outstanding (99,039,510 shares if the over-allotment option is
exercised in full). In addition, the Company has reserved for issuance
16,182,350 shares of Common Stock upon exercise of outstanding stock options,
1,314,990 shares of Common Stock upon exercise of outstanding warrants and
11,340,000 shares of Common Stock for the conversion of the outstanding Class
A Common Stock. The 31,250,000 shares (35,937,500 if the over-allotment option
is exercised in full) sold in the Offering will be freely transferable without
restriction under the Securities Act, unless they are held by "affiliates" of
the Company as that term is used under the Securities Act. The remaining
66,478,545 shares of Common Stock outstanding (63,102,010 if the over-
allotment option is exercised in full) will be "restricted securities" as that
term is defined in Rule 144 and may only be sold pursuant to a registration
statement under the Securities Act or an applicable exemption from
registration. Approximately 64,000,000 shares (81,500,000 including shares
issuable upon conversion or exercise of outstanding securities) will be
subject to demand and piggyback registration rights. In addition, the Company
estimates that upon the expiration of the 180-day lock-up period described
below, approximately 46,500,000 shares may be sold under Rule 144, subject to
the volume restrictions contained therein.

In connection with the Offering and subject to certain exceptions, the
Company and, with certain limited exceptions, all existing stockholders of the
Company will be required not to sell any shares of Common Stock (including
shares under options and warrants) for a period of 180 days after the date of
this Prospectus without the prior written consent of Lehman Brothers Inc. In
addition to certain typical exceptions to such "lock-up" agreements, all
employees of the Company and its subsidiaries (excluding Mr. Crown, certain
executive officers and the directors of the Company) will each be permitted to
sell during the 180-day period described above up to 12% of the shares of
Common Stock beneficially owned or held under option by such employee as of
the date of this Prospectus, subject to compliance with the registration
requirements of the Securities Act or pursuant to an exemption therefrom. In
addition, the lock-up will not prohibit sales of shares received from the
exercise of options granted under the CTSH All Employee Share Option Scheme,
which options will be fully vested upon consummation of the Offering and which
represent 285,350 shares of Common Stock. Moreover, any shares subject to such
lock-up agreements may be released at any time without notice with the consent
of Lehman Brothers Inc. See "Underwriting".

DILUTION

Persons purchasing shares of Common Stock in the Offering will incur
immediate and substantial dilution in net tangible book value per share.
Assuming an initial public offering price of $18.00 per share, purchasers of
shares in the Offering will experience dilution of $13.33 per share. In
addition, pursuant to the Governance Agreement, until the second anniversary
of the closing of the Roll-Up, TdF has the right, and in certain circumstances
the Company can require TdF, to exchange its CTSH shares and warrants for CTSH
shares for shares of Class A Common Stock (which is convertible into Common
Stock) and warrants for Class A Common Stock (which is convertible into Common
Stock) of the Company. Such exchange would be based on the Exchange Ratio and,
as a result, could result in substantial additional dilution. Furthermore,
following the second anniversary of the Roll-Up, unless TdF shall have
previously exchanged its shares of capital stock of CTSH in accordance with
the Governance Agreement, TdF can require the Company to purchase all of TdF's
equity interest in CTSH at its fair market value, which purchase may be made,
at the election of the Company, in shares of Common Stock valued at a discount
of 15% to its then current market value. See "--Risks Related to Agreements
with TdF" and "The Roll-Up." If the Company were to make such an election, it
would result in substantial additional dilution. In addition, to the extent
that outstanding options and warrants to purchase Common Stock are exercised,
there could be substantial additional dilution. See "--Risks Related to
Agreements with TdF", "Dilution" and "The Roll-Up".

NO PRIOR MARKET FOR THE COMMON STOCK; POSSIBLE VOLATILITY OF SHARE PRICE

Prior to the Offering, there has been no public market for the Common Stock,
and there can be no assurance that an active trading market will develop upon
completion of the Offering or, if it does develop, that such market will be
sustained. The initial public offering price of the Common Stock will be
determined by negotiation among the Company and the representatives of the
Underwriters, and may not be representative of the price that will prevail in
the open market. See "Underwriting" for a discussion of the factors that will
be considered in determining the initial public offering price.

The market price of the Common Stock after the Offering may be significantly
affected by factors such as quarterly variations in the Company's results of
operations, the announcement of new contracts by the Company or its
competitors, technological innovation by the Company or its competitors and
general market conditions specific to particular industries. Such fluctuations
may adversely affect the market price of the Common Stock.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby are estimated to be approximately $465.3 million ($478.9
million if the Underwriters' over-allotment option is exercised in full),
assuming a public offering price of $18.00 per share and after deducting
estimated underwriting discounts, transaction fees and expenses of the
Offering payable by the Company. The net proceeds to the Company of the
Offering will be used for working capital and general corporate purposes
including (i) acquisitions, investments and joint ventures and (ii) capital
expenditures associated with (a) the buildout of new infrastructure in the
United Kingdom to support DTT and (b) the construction of new towers. Prior to
such application, the net proceeds will be invested in short-term investments.

Due to the number and variability of factors that will be analyzed before
the Company determines how to use the net proceeds of the Offering, the
Company will have broad discretion in allocating a significant portion of such
net proceeds without any action or approval of the Company's stockholders.
While the Company is pursuing a number of acquisition opportunities, the
Company has not entered into any agreements in respect of, and believes that
there are a number of competing bidders for, these opportunities. As a result,
the Company does not believe that any of these acquisition opportunities have
become probable. Therefore, none of the net proceeds have been specifically
allocated to any of these opportunities. Accordingly, investors will not have
the opportunity to evaluate the economic, financial and other relevant
information that will be considered by the Company in determining the
application of such net proceeds. See "Risk Factors--Broad Discretion in
Application of Proceeds".

DIVIDEND POLICY

No dividends have ever been paid by the Company on the Common Stock, and the
Company does not anticipate paying dividends in the foreseeable future. Any
determination to pay cash dividends in the future will be at the discretion of
the Company's Board of Directors and will depend upon the Company's results of
operations, financial condition, contractual restrictions and other factors
deemed relevant at that time by the Company's Board of Directors.

The ability of the Company to pay dividends on the Common Stock is dependent
upon the ability of its subsidiaries to pay dividends, or otherwise loan,
advance or transfer funds, to the Company. The terms of the Company's
indebtedness impose limitations on the ability of the Company to pay dividends
or make other distributions on its capital stock. See "Risk Factors--
Substantial Leverage; Restrictions Imposed by the Terms of the Company's
Indebtedness", "Risk Factors--Holding Company Structure; Dependence on
Dividends to Meet Cash Requirements or Pay Dividends" and "Description of
Certain Indebtedness".

DILUTION

Dilution is the amount by which the offering price paid by the purchasers of
the Common Stock offered hereby will exceed the net tangible book value per
share of Common Stock after the Offering. Net tangible book value per share is
determined at any date by subtracting the total liabilities and minority
interests of the Company from the total book value of the tangible assets of
the Company and dividing the difference by the number of shares of Common
Stock deemed to be outstanding (including shares issuable upon conversion of
outstanding shares of Class A Common Stock) at such date.

The net tangible book value of the Company on June 30, 1998, after
subtracting the interests of the preferred shareholders, was a deficit of
approximately $121.6 million or negative $11.10 per share. The net tangible book
value of the Company, after giving effect to the Roll-Up and the Senior
Preferred Conversion, on June 30, 1998 was approximately $44.4 million or $0.54
per share. After giving effect to the receipt of approximately $465.3 million of
estimated net proceeds from the sale by the Company of 27,500,000 shares of
Common Stock pursuant to the Offering (assuming a public offering price of
$18.00 per share), the pro forma net tangible book value of the Company at June
30, 1998 would have been approximately $509.7 million or $4.67 per share. This
represents an immediate increase in pro forma net tangible book value of $4.13
per share to the existing stockholders and an immediate dilution of $13.33 per
share to new investors purchasing shares of Common Stock in the Offering. The
following table illustrates the substantial and immediate per share dilution to
new investors:

PER SHARE
------------

Assumed initial public offering price per share (a)................. $18.00
Pro forma net tangible book value before the Offering............. $0.54
Increase per share attributable to new investors.................. 4.13
-----
Pro forma net tangible book value after the Offering................ 4.67
------
Dilution per share to new investors (b)............................. $13.33
======

- --------
(a) Before deducting underwriting discounts and estimated transaction fees and
expenses of $29.7 million to be paid by the Company in connection with the
Offering.
(b) Dilution is determined by subtracting net tangible book value per share
after the Offering from the amount assumed paid by a new investor per
share of Common Stock.

If the over-allotment option is exercised in full, the pro forma net
tangible book value of the Company at June 30, 1998 would have been
approximately $525.5 million or $4.76 per share, the increase in the net
tangible book value per share would be $4.22 and the dilution to new investors
purchasing shares of Common Stock in the Offering would be $13.24.

The following table summarizes the difference among existing stockholders
(determined as if the Offering had occurred on June 30, 1998), stockholders
receiving shares in the Roll-Up ("Roll-Up stockholders") (determined as if the
Roll-Up had occurred on June 30, 1998) and new investors with respect to the
number of shares of Common Stock purchased from the Company, the total
consideration paid to the Company and the average price paid per share
(assuming an initial public offering price of $18.00 per share).

SHARES PURCHASED TOTAL CONSIDERATION
------------------------- -------------------------- AVERAGE PRICE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
----------- ---------- ------------ ---------- -------------

New investors........... 27,500,000 25.2% $495,000,000 62.8% $18.00
Roll-Up stockholders.... 32,207,700(a) 29.5 76,815,365(b) 9.7 2.39
Existing stockholders... 49,471,490(a) 45.3 216,573,552 27.5 4.38
----------- ----- ------------ ----- ------
Total................. 109,179,190 100.0% $788,388,917 100.0% $ 7.22
=========== ===== ============ ===== ======

- --------
(a) Does not include 22,257,360 shares of Common Stock reserved for issuance
under the Company's stock option plans or 1,314,990 shares of Common Stock
issuable upon the exercise of outstanding warrants. See "Management--
Executive Compensation--Stock Option Plans" and "Underwriting".

(b) Assumes that each of the 4,601,100,000 shares of capital stock of CTSH
exchanged in the Roll-Up for shares of Common Stock was acquired by the
Roll-Up stockholders for 1 pence per share (or total consideration of
(Pounds)46,011,000 ($76,815,365) at an exchange rate of
(Pounds)1.00=$1.6695).

All of the foregoing computations include the 11,340,000 shares of Class A
Common Stock owned by DFI, which are convertible into an aggregate of
11,340,000 shares of Common Stock. See "The Roll-Up". The foregoing tables and
discussion assume no exercise of stock options or warrants after June 30, 1998
and exclude (i) 5,280,510 shares issuable upon exercise of stock options
outstanding as of June 30, 1998 having a weighted average exercise price of
$5.58 per share under the Company's 1995 Stock Option Plan, (ii) 12,719,490
additional shares authorized for issuance under the Company's 1995 Stock
Option Plan, (iii) warrants to purchase 1,314,990 shares of Common Stock at an
exercise price of $7.50 per share and (iv) 17,443,500 additional shares of
Common Stock issuable upon exercise of the TdF Put Right or the Company Call
Right. In addition, following the second anniversary of the Roll-Up, unless
TdF shall have previously exchanged its shares of capital stock of CTSH in
accordance with the Governance Agreement, TdF may require the Company to
repurchase the shares of capital stock of CTSH held by TdF at fair market
value. Pursuant to the Governance Agreement, the Company could elect to pay
for such shares in shares of its Common Stock at a discount of 15% to their
market value. See "Risk Factors--Risks Related to Agreements with TdF" and
"The Roll-Up". If the Company were to issue shares of its Common Stock to
effect the purchase, such issuance would result in substantial dilution to the
Company's other stockholders. Since June 30, 1998, the Company has granted
options to purchase an additional 6,644,480 shares of Common Stock, of which
options for 3,054,480 shares have an exercise price of $7.50 and options for
3,590,000 shares have an exercise price of $18.00. To the extent that
outstanding stock options or warrants are exercised, there will be further
dilution to new investors. See "Risk Factors--Risks Related to Agreements with
TdF", "Risk Factors--Dilution", "Capitalization", "Management--Executive
Compensation--Stock Option Plan" and Notes 7 and 8 of Notes to Consolidated
Financial Statements.

CAPITALIZATION

The following table sets forth as of June 30, 1998 (i) the historical
capitalization of the Company and (ii) the pro forma capitalization of the
Company after giving effect to the Roll-Up, the Offering and the Senior
Preferred Conversion. See "The Roll-Up". The information set forth below
should be read in conjunction with "Unaudited Pro Forma Condensed Consolidated
Financial Statements", "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
and the notes thereto included elsewhere in this Prospectus.

JUNE 30, 1998
------------------------
ACTUAL PRO FORMA
---------- ------------
(DOLLARS IN THOUSANDS)

Cash and cash equivalents........................ $ 51,258 $ 532,338
========== ============
Notes payable and current maturities of long-term
debt............................................ $ -- $ --
========== ============
Long-term debt (less current maturities):
Senior Credit Facility (a)..................... $ 57,250 $ 57,250
10 5/8% Senior Discount Notes due 2007......... 159,619 159,619
CTI Credit Facility (a)........................ -- 46,853
9% Guaranteed Bonds due 2007................... -- 201,534
---------- ------------
Total long-term debt......................... 216,869 465,256
---------- ------------
Minority interests............................... -- 37,882
Redeemable preferred stock ($.01 par value;
6,435,228 shares authorized, actual; 10,000,000
shares authorized, pro forma):
Senior Convertible Preferred Stock (657,495
shares issued, actual)........................ 72,080 --
Series A Convertible Preferred Stock (1,383,333
shares issued, actual)........................ 8,300 --
Series B Convertible Preferred Stock (864,568
shares issued, actual)........................ 10,375 --
Series C Convertible Preferred Stock (3,529,832
shares issued, actual)........................ 74,126 --
---------- ------------
Total redeemable preferred stock............. 164,881 --
---------- ------------
Stockholders' equity:
Common stock ($.01 par value; 12,800,000 shares
authorized, actual):
Existing Class A Common Stock (1,041,565
shares issued, actual)...................... 2 --
Existing Class B Common Stock (9,367,165
shares issued, actual)...................... 19 --
Common Stock ($.01 par value; 600,000,000
shares authorized and 97,728,545 shares
issued, pro forma).......................... -- 977
Class A Common Stock ($.01 par value;
90,000,000 shares authorized and 11,340,000
shares issued, pro forma)................... -- 113
Additional paid-in capital..................... 58,584 1,267,410
Cumulative foreign currency translation adjust-
ment.......................................... 2,319 2,319
Accumulated deficit............................ (34,203) (34,203)
---------- ------------
Total stockholders' equity................... 26,721 1,236,616
---------- ------------
Total capitalization....................... $ 408,471 $ 1,739,754
========== ============

- --------

(a) As of June 30, 1998, the Company's principal U.S. subsidiary, CCI, had
approximately $27.5 million of unused borrowing availability under the
Senior Credit Facility, and the Company's principal U.K. subsidiary, CTI,
had approximately (Pounds)35.0 million ($58.4 million) of unused borrowing
availability under the CTI Credit Facility. See "Description of Certain
Indebtedness".

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial
statements (the "Pro Forma Financial Statements") are based on the historical
financial statements of CCIC and the historical financial statements of the
entities acquired by CCIC (including TEA and Crown) during the periods
presented, adjusted to give effect to the following transactions
(collectively, the "Transactions"): (i) the CTI Investment, (ii) the TEA
Acquisition, (iii) the acquisition of TeleStructures (the "TeleStructures
Acquisition"), (iv) the Crown Merger (together with the acquisitions described
in clauses (i), (ii) and (iii), the "Acquisitions"), (v) the 1997 Refinancing,
(vi) the Roll-Up, (vii) the Offering and (viii) the Senior Preferred
Conversion.

The Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the year ended December 31, 1997 gives effect to the Transactions as if they
had occurred as of January 1, 1997, and the Unaudited Pro Forma Condensed
Consolidated Statement of Operations for the six months ended June 30, 1998
gives effect to the Roll-Up, the Offering and the Senior Preferred Conversion
as if they had occurred as of January 1, 1998. The Unaudited Pro Forma
Condensed Consolidated Balance Sheet gives effect to the Roll-Up, the Offering
and the Senior Preferred Conversion as if they had occurred as of June 30,
1998. The pro forma adjustments are described in the accompanying notes and
are based upon available information and certain assumptions that management
believes are reasonable.

The Pro Forma Financial Statements do not purport to represent what CCIC's
results of operations or financial condition would actually have been had the
Transactions in fact occurred on such dates or to project CCIC's results of
operations or financial condition for any future date or period. The Pro Forma
Financial Statements should be read in conjunction with the consolidated
financial statements and the notes thereto included elsewhere in this
Prospectus and "Management's Discussion and Analysis of Financial Condition
and Results of Operations".

The Acquisitions and the Roll-Up are accounted for under the purchase method
of accounting. The total purchase price for each Acquisition and the Roll-Up
have been allocated to the identifiable tangible and intangible assets and
liabilities of the applicable acquired business based upon CCIC's preliminary
estimate of their fair values with the remainder allocated to goodwill and
other intangible assets. The allocations of the purchase prices are subject to
revision when additional information concerning asset and liability valuations
is obtained; however, the Company does not expect that any such revisions will
have a material effect on its consolidated financial position or results of
operations. The Company has recorded the purchase price for the Roll-Up based
on (i) the number of shares of CCIC's Common Stock and Class A Common Stock
exchanged for shares of CTI 's capital stock and (ii) the price per share
received by CCIC from the Offering.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

PRO
HISTORICAL PRO ADJUSTMENTS FORMA FOR
---------------------------------------- ADJUSTMENTS FORMA FOR ACQUISITIONS HISTORICAL
TELE- FOR FOR 1997 AND 1997 CTI
CCIC(A) TEA(A) STRUCTURES(A) CROWN(A) ACQUISITIONS ACQUISITIONS REFINANCING REFINANCING (K)
-------- ------ ------------- -------- ------------ ------------ ----------- ------------ ----------

Net revenues:
Site rental and
broadcast
transmission..... $ 11,010 $ -- $ -- $ 4,550 $ -- $ 15,560 $ -- $ 15,560 $110,922
Network services
and other........ 20,395 7,615 1,212 13,137 (1,068)(b) 41,291 -- 41,291 13,558
-------- ------ ------ ------- ------- -------- ------- -------- --------
Total net
revenues........ 31,405 7,615 1,212 17,687 (1,068) 56,851 -- 56,851 124,480
-------- ------ ------ ------- ------- -------- ------- -------- --------
Operating
expenses:
Costs of
operations:
Site rental and
broadcast
transmission..... 2,213 -- -- 1,421 -- 3,634 -- 3,634 53,806
Network services
and other........ 13,137 6,454 1,008 5,841 (1,134)(c) 25,306 -- 25,306 5,990
General and
administrative... 6,824 644 25 3,761 -- 11,254 -- 11,254 9,124
Corporate
development...... 5,731 -- -- -- (2,224)(d) 3,507 -- 3,507 --
Depreciation and
amortization..... 6,952 52 -- 1,006 5,179 (e) 13,189 -- 13,189 34,627
-------- ------ ------ ------- ------- -------- ------- -------- --------
34,857 7,150 1,033 12,029 1,821 56,890 -- 56,890 103,547
-------- ------ ------ ------- ------- -------- ------- -------- --------
Operating income
(loss)............ (3,452) 465 179 5,658 (2,889) (39) -- (39) 20,933
Other income
(expense):
Equity in losses
of unconsolidated
affiliate........ (1,138) -- -- -- (136)(f) (1,274) -- (1,274) --
Interest and
other income
(expense)........ 1,951 9 -- (26) (1,165)(g) 769 -- 769 552
Interest expense
and amortization
of deferred
financing costs.. (9,254) (18) -- (925) (5,291)(h) (15,488) (2,347)(i) (17,835) (20,473)
-------- ------ ------ ------- ------- -------- ------- -------- --------
Income (loss)
before income
taxes and minority
interests......... (11,893) 456 179 4,707 (9,481) (16,032) (2,347) (18,379) 1,012
Provision for
income taxes...... (49) (1) -- -- -- (50) -- (50) --
Minority
interests......... -- -- -- -- -- -- -- -- --
-------- ------ ------ ------- ------- -------- ------- -------- --------
Net income
(loss)............ (11,942) 455 179 4,707 (9,481) (16,082) (2,347) (18,429) 1,012
Dividends on
Senior Convertible
Preferred Stock... (2,199) -- -- -- -- (2,199) (6,134)(j) (8,333) --
-------- ------ ------ ------- ------- -------- ------- -------- --------
Net income (loss)
after deduction of
dividends on
Senior Convertible
Preferred Stock... $(14,141) $ 455 $ 179 $ 4,707 $(9,481) $(18,281) $(8,481) $(26,762) $ 1,012
======== ====== ====== ======= ======= ======== ======= ======== ========
Loss per common
share--basic and
diluted........... $ (2.27)
========
Common shares
outstanding--basic
and diluted (in
thousands)(r)..... 6,238
========

PRO FORMA
FOR
ACQUISITIONS,
1997
ADJUSTMENTS REFINANCING ADJUSTMENTS
FOR AND FOR PRO
ROLL-UP ROLL-UP OFFERING FORMA
-------------- ------------- ------------- ------------

Net revenues:
Site rental and
broadcast
transmission..... $ -- $126,482 $ -- $126,482
Network services
and other........ (395)(l) 54,454 -- 54,454
-------------- ------------- ------------- ------------
Total net
revenues........ (395) 180,936 -- 180,936
-------------- ------------- ------------- ------------
Operating
expenses:
Costs of
operations:
Site rental and
broadcast
transmission..... -- 57,440 -- 57,440
Network services
and other........ -- 31,296 -- 31,296
General and
administrative... (395)(l) 19,983 -- 19,983
Corporate
development...... -- 3,507 -- 3,507 (q)
Depreciation and
amortization..... 25,190 (m) 73,006 -- 73,006
-------------- ------------- ------------- ------------
24,795 185,232 -- 185,232
-------------- ------------- ------------- ------------
Operating income
(loss)............ (25,190) (4,296) -- (4,296)
Other income
(expense):
Equity in losses
of unconsolidated
affiliate........ 1,274(n) -- -- --
Interest and
other income
(expense)........ -- 1,321 -- 1,321
Interest expense
and amortization
of deferred
financing costs.. -- (38,308) -- (38,308)
-------------- ------------- ------------- ------------
Income (loss)
before income
taxes and minority
interests......... (23,916) (41,283) -- (41,283)
Provision for
income taxes...... -- (50) -- (50)
Minority
interests......... (1,320)(o) (1,320) -- (1,320)
-------------- ------------- ------------- ------------
Net income
(loss)............ (25,236) (42,653) -- (42,653)
Dividends on
Senior Convertible
Preferred Stock... -- (8,333) 8,333 (p) --
-------------- ------------- ------------- ------------
Net income (loss)
after deduction of
dividends on
Senior Convertible
Preferred Stock... $(25,236) $(50,986) $8,333 $(42,653)
============== ============= ============= ============
Loss per common
share--basic and
diluted........... $ (0.71) $ (0.39)
============= ============
Common shares
outstanding--basic
and diluted (in
thousands)(r)..... 72,039 109,168
============= ============

See Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Operations

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

HISTORICAL
------------------
PRO
ADJUSTMENTS FORMA ADJUSTMENTS
FOR FOR FOR PRO
CCIC CTI(K) ROLL-UP ROLL-UP OFFERING FORMA
-------- -------- ----------- -------- ----------- --------

Net revenues:
Site rental and
broadcast
transmission.......... $ 10,448 $ 62,438 $ -- $ 72,886 $ -- $ 72,886
Network services and
other................. 12,919 9,360 (199)(l) 22,080 -- 22,080
-------- -------- -------- -------- ------ --------
Total net revenues.... 23,367 71,798 (199) 94,966 -- 94,966
-------- -------- -------- -------- ------ --------
Operating expenses:
Costs of operations:
Site rental and
broadcast
transmission.......... 2,418 28,386 (s) -- 30,804 -- 30,804
Network services and
other................. 7,155 5,884 -- 13,039 -- 13,039
General and
administrative........ 8,768 4,399 (199)(l) 12,968 -- 12,968
Corporate development.. 2,022 2,652 (s) -- 4,674 -- 4,674 (q)
Depreciation and
amortization.......... 7,695 19,282 12,595 (m) 39,572 -- 39,572
-------- -------- -------- -------- ------ --------
28,058 60,603 12,396 101,057 -- 101,057
-------- -------- -------- -------- ------ --------
Operating income
(loss)................. (4,691) 11,195 (12,595) (6,091) -- (6,091)
Other income (expense):
Equity in earnings of
unconsolidated
affiliate............. 525 -- (525)(n) -- -- --
Interest and other
income................ 1,370 574 -- 1,944 -- 1,944
Interest expense and
amortization of
deferred financing
costs................. (10,027) (10,256) -- (20,283) -- (20,283)
-------- -------- -------- -------- ------ --------
Income (loss) before
income taxes and
minority interests..... (12,823) 1,513 (13,120) (24,430) -- (24,430)
Provision for income
taxes.................. (209) -- -- (209) -- (209)
Minority interests...... -- -- (685)(o) (685) -- (685)
-------- -------- -------- -------- ------ --------
Net income (loss)....... (13,032) 1,513 (13,805) (25,324) -- (25,324)
Dividends on Senior
Convertible Preferred
Stock.................. (4,132) -- -- (4,132) 4,132 (p) --
-------- -------- -------- -------- ------ --------
Net income (loss) after
deduction of dividends
on Senior Convertible
Preferred Stock........ $(17,164) $ 1,513 $(13,805) $(29,456) $4,132 $(25,324)
======== ======== ======== ======== ====== ========
Loss per common share--
basic and diluted...... $ (1.57) $ (0.41) $ (0.23)
======== ======== ========
Common shares
outstanding--basic and
diluted
(in thousands)(r)...... 10,954 72,050 109,179
======== ======== ========

See Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Operations

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

(a) The historical results of operations for each of the entities acquired by
CCIC in the Acquisitions are included in CCIC's historical results of
operations for the period from their respective dates of acquisition
through the end of the period presented. The historical results of
operations presented for each of the acquired entities are their pre-
acquisition results of operations. Set forth below are the respective
dates of each Acquisition:

COMPANY DATE
------- ----

TEA........................................................ May 12, 1997
TeleStructures............................................. May 12, 1997
Crown...................................................... August 15, 1997

(b) Reflects the following adjustments to net revenues:

YEAR ENDED
DECEMBER 31, 1997
-----------------

Elimination of intercompany sales between TEA and
TeleStructures......................................... $(1,134)
Addition of management fee payable to CCIC from CTI for
the portion of the period preceding the CTI
Investment(i).......................................... 66
-------
Total adjustments to net revenues.................... $(1,068)
=======

--------
(i) The CTI Investment was consummated on February 28, 1997. Management
fees received by CCIC during the period subsequent to the CTI
Investment are reflected in CCIC's historical results of
operations.

(d) Reflects the elimination of (i) nonrecurring cash bonus awards of $913
paid to certain executive officers in connection with the CTI Investment
and (ii) a nonrecurring cash charge of $1,311 related to the purchase by
CCIC of shares of Class B Common Stock from CCIC's former chief executive
officer in connection with the CTI Investment. See "Certain Relationships
and Related Transactions".

(e) Reflects the incremental amortization of goodwill and other intangible
assets and the incremental depreciation of property and equipment as a
result of the Acquisitions. Goodwill is being amortized over twenty years
and other intangible assets (primarily existing contracts) are being
amortized over ten years.

(f) Reflects equity accounting adjustments to include CCIC's percentage in
CTI's losses for the preinvestment period.

(g) Reflects the elimination of a nonrecurring success fee received by CCIC in
connection with the CTI Investment.

(h) Reflects additional interest expense attributable to the seller notes
issued in connection with the Crown Merger and the TEA Acquisition and
borrowings under the Senior Credit Facility prior to October 31, 1997 at
interest rates ranging from 8.0% to 11.0%.

(i) Reflects net increase in interest expense as a result of the issuance of
the Notes in connection with the 1997 Refinancing at an interest rate on
the Notes of 10.625% per annum. The adjustment also includes the
elimination of $1,920 of nonrecurring financing fees charged to interest
expense in September and October of 1997. Such fees related to an unfunded
interim loan facility related to the Crown Merger and an unfunded
revolving credit facility.

(j) Reflects additional dividends attributable to the Senior Convertible
Preferred Stock prior to the dates of issuance.

(k) Reflects the historical results of operations of CTI (under U.S. GAAP) for
the period. Such results have been translated from pounds sterling to U.S.
dollars at the average Noon Buying Rate for the period.

(l) Reflects the elimination of management fees payable to CCIC from CTI.

(m) Reflects the incremental amortization of goodwill as a result of the Roll-
Up. Goodwill is being amortized over twenty years.

(n) Reflects the elimination of equity accounting adjustments to include
CCIC's percentage in CTI's earnings and losses.

(o) Reflects the minority interest in dividends accrued on CTI's Redeemable
Preference Shares.

(p) Reflects decrease in dividends attributable to the conversion of the
outstanding shares of Senior Convertible Preferred Stock into shares of
Common Stock in the Senior Preferred Conversion.

(q) CCIC expects to record non-cash compensation charges related to the
issuance of stock options to certain employees and executives. Such
charges are expected to amount to $20.2 million in 1998, recognized upon
completion of the Offering, and approximately $3.0 million per year
thereafter through 2003.

(r) The weighted-average numbers of common shares outstanding during the
periods for the basic and diluted computations are as follows (in
thousands):

YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1997 JUNE 30, 1998
----------------- ----------------

Historical CCIC........................ 6,238 10,954
Adjustment for Acquisitions............ 4,705 --
Shares issued for the Roll-Up.......... 32,208 32,208
Conversion of the Series A, Series B
and Series C Convertible Preferred
Stock to Shares of Common Stock....... 28,888 28,888
------- -------
Pro Forma for Acquisitions and Roll-
Up................................. 72,039 72,050
Shares issued for the Senior Preferred
Conversion............................ 9,629 9,629
Shares issued for the Offering......... 27,500 27,500
------- -------
Pro Forma .......................... 109,168 109,179
======= =======

(s) Included in CTI's costs of operations for site rental and broadcast
transmission, and in CTI's corporate development expenses, are non-cash
compensation charges related to the issuance of stock options to certain
employees and executives amounting to $1.4 million and $1.8 million,
respectively, for the six months ended June 30, 1998.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 1998
(DOLLARS IN THOUSANDS)

HISTORICAL
-----------------
PRO FORMA ADJUSTMENTS
ADJUSTMENTS FOR ROLL- FOR
CCIC CTI(A) FOR ROLL-UP UP OFFERING PRO FORMA
-------- -------- ----------- ---------- ----------- ----------

ASSETS:
Current assets:
Cash and cash
equivalents.......... $ 51,258 $ 15,805 $ -- $ 67,063 $465,275(h) $ 532,338
Receivables........... 11,540 19,329 (857)(b) 30,012 -- 30,012
Inventories........... 1,233 3,327 -- 4,560 -- 4,560
Prepaid expenses and
other current as-
sets................. 1,350 -- -- 1,350 -- 1,350
-------- -------- -------- ---------- -------- ----------
Total current
assets............. 65,381 38,461 (857) 102,985 465,275 568,260
Property and equipment,
net.................... 131,492 368,135 -- 499,627 -- 499,627
Investments in affili-
ates................... 61,432 -- (59,247)(c) 2,185 -- 2,185
Goodwill and other in-
tangible assets, net... 148,336 74,800 503,806 (d) 726,942 -- 726,942
Deferred financing costs
and other assets, net.. 12,189 -- -- 12,189 -- 12,189
-------- -------- -------- ---------- -------- ----------
$418,830 $481,396 $443,702 $1,343,928 $465,275 $1,809,203
======== ======== ======== ========== ======== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable...... $ 6,311 $ 21,996 $ -- $ 28,307 $ -- $ 28,307
Other current
liabilities.......... 3,226 33,428 (857)(b) 35,797 -- 35,797
Long-term debt, cur-
rent maturities...... -- -- -- -- -- --
-------- -------- -------- ---------- -------- ----------
Total current
liabilities........ 9,537 55,424 (857) 64,104 -- 64,104
Long-term debt, less
current maturities..... 216,869 248,387 -- 465,256 -- 465,256
Other liabilities....... 822 4,523 -- 5,345 -- 5,345
-------- -------- -------- ---------- -------- ----------
Total liabilities... 227,228 308,334 (857) 534,705 -- 534,705
-------- -------- -------- ---------- -------- ----------
Minority interests...... -- -- 37,882 (e) 37,882 -- 37,882
Redeemable preferred
stock.................. 164,881 180,221 (273,022)(f) 72,080 (72,080)(i) --
Stockholders' equity.... 26,721 (7,159) 679,699 (g) 699,261 537,355 (j) 1,236,616
-------- -------- -------- ---------- -------- ----------
$418,830 $481,396 $443,702 $1,343,928 $465,275 $1,809,203
======== ======== ======== ========== ======== ==========

See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)

(a) Reflects the historical amounts from CTI's consolidated balance sheet
(under U.S. GAAP) as of June 30, 1998. Such amounts have been translated
from pounds sterling to U.S. dollars at the Noon Buying Rate on June 30,
1998 of (Pounds)1.00 = $1.6695.

(b) Reflects the elimination of management fees payable to CCIC from CTI.

(c) Reflects (1) the increase in CCIC's equity investment in CTI resulting
from the issuance of 20,867,700 shares of CCIC's Common Stock and
11,340,000 shares of CCIC's Class A Common Stock, with such shares
recorded at the price per share to the public in the Offering, and (2) the
elimination of CCIC's equity investment in CTI.

(d) Reflects the incremental goodwill as a result of the Roll-Up. The
allocation of the purchase price for the Roll-Up did not result in
adjustments to CTI's assets and liabilities other than goodwill and other
intangible assets.

(e) Reflects the 20% minority interest in CTI's Redeemable Preference Shares
based on the carrying value, including accrued and unpaid dividends, for
those shares.

(f) Reflects (1) the elimination of CTI's Redeemable Preference Shares
($180,221) and (2) the conversion of the Series A, Series B and Series C
Convertible Preferred Stock to shares of Common Stock ($92,801).

(g) Reflects the following adjustments to stockholders' equity:

(1) Increase resulting from the issuance of CCIC's Common
Stock and Class A Common Stock in exchange for shares of
CTI's capital stock..................................... $579,739
(2) Increase resulting from the elimination of CTI's Ordi-
nary Shares.............................................. 7,159
(3) Increase resulting from the conversion of the Series
A, Series B and Series C Convertible Preferred Stock to
shares of Common Stock.................................. 92,801
--------
Total adjustments to stockholders' equity............... $679,699
========

(h) Reflects the following adjustments to cash and cash equivalents:

Increase resulting from the receipt of proceeds from the
Offering................................................. $495,000
Decrease resulting from the payment of underwriting
discounts and commissions and other fees and expenses
related to the Offering.................................. (29,725)
--------
Total adjustments to cash and cash equivalents.......... $465,275
========

(i) Reflects the conversion of the outstanding shares of Senior Convertible
Preferred Stock into shares of Common Stock in the Senior Preferred
Conversion.

(j) Reflects the following adjustments to stockholders' equity:

(1) Increase resulting from the conversion of the out-
standing shares of Senior Convertible Preferred Stock
into shares of Common Stock in the Senior Preferred Con-
version................................................. $ 72,080
(2) Increase resulting from the receipt of proceeds from
the Offering............................................. 495,000
(3) Decrease resulting from the payment of underwriting
discounts and commissions and other fees and expenses
related to the Offering.................................. (29,725)
--------
Total adjustments to stockholders' equity............... $537,355
========

The following table summarizes the adjustments for the Roll-Up, with
increases to liabilities and stockholders' equity balances shown as negative
amounts:

ADJUSTMENT REFERENCE
------------------------------------------------
(C)(2), (D), (E),
(B) (C)(1), (G)(1) (F)(1), (G)(2) (F)(2) TOTALS
----- -------------- ----------------- -------- ---------

Receivables............. $(857) $ -- $ -- $ -- $ (857)
Investments in affili-
ates................... -- 579,739 (638,986) -- (59,247)
Goodwill and other in-
tangible assets, net... -- -- 503,806 -- 503,806
Other current liabili-
ties................... 857 -- -- -- 857
Minority interests...... -- -- (37,882) -- (37,882)
Redeemable preferred
stock.................. -- -- 180,221 92,801 273,022
Stockholders' equity.... -- (579,739) (7,159) (92,801) (679,699)
----- --------- --------- -------- ---------
$ -- $ -- $ -- $ -- $ --
===== ========= ========= ======== =========

The following table summarizes the adjustments for the Offering, with
increases to liabilities and stockholders' equity balances shown as negative
amounts:

ADJUSTMENT REFERENCE
-------------------------------
(H), (J)(2), (J)(3) (I), (J)(1) TOTALS
------------------- ----------- ---------

Cash and cash equivalents.... $ 465,275 $ -- $ 465,275
Redeemable preferred stock... -- 72,080 72,080
Stockholders' equity......... (465,275) (72,080) (537,355)
--------- -------- ---------
$ -- $ -- $ --
========= ======== =========

SELECTED FINANCIAL AND OTHER DATA OF CCIC

The selected historical consolidated financial and other data for CCIC set
forth below for each of the three years in the period ended December 31, 1997,
and as of December 31, 1995, 1996 and 1997, have been derived from the
consolidated financial statements of CCIC, which have been audited by KPMG
Peat Marwick LLP, independent certified public accountants. The selected
historical consolidated financial and other data for CCIC set forth below for
the six months ended June 30, 1997 and 1998, and as of June 30, 1998, have
been derived from the unaudited consolidated financial statements of CCIC,
which include all adjustments that the Company considers necessary for a fair
presentation of the financial position and results of operations for those
periods. Operating results for the six months ended June 30, 1997 and 1998 are
not necessarily indicative of the results that may be expected for the entire
year. The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations--CCIC" and the consolidated financial
statements and the notes thereto of CCIC included elsewhere in this
Prospectus.

SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
----------------------------- -----------------
1995 1996 1997 1997 1998
-------- -------- --------- ------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)

STATEMENT OF OPERATIONS DATA:
Net revenues:
Site rental................. $ 4,052 $ 5,615 $ 11,010 $ 3,341 $ 10,448
Network services and other.. 6 592 20,395 3,424 12,919
-------- -------- --------- ------- --------
Total net revenues.......... 4,058 6,207 31,405 6,765 23,367
-------- -------- --------- ------- --------
Costs of operations:
Site rental................. 1,226 1,292 2,213 605 2,418
Network services and other.. -- 8 13,137 2,171 7,155
-------- -------- --------- ------- --------
Total costs of operations... 1,226 1,300 15,350 2,776 9,573
-------- -------- --------- ------- --------
General and administrative... 729 1,678 6,824 1,491 8,768
Corporate development(a)..... 204 1,324 5,731 3,782 2,022
Depreciation and
amortization................ 836 1,242 6,952 930 7,695
-------- -------- --------- ------- --------
Operating income (loss)...... 1,063 663 (3,452) (2,214) (4,691)
Equity in earnings (losses)
of unconsolidated
affiliate................... -- -- (1,138) (221) 525
Interest and other
income(b)................... 53 193 1,951 1,508 1,370
Interest expense and
amortization of deferred
financing costs............. (1,137) (1,803) (9,254) (1,196) (10,027)
-------- -------- --------- ------- --------
Income (loss) before income
taxes....................... (21) (947) (11,893) (2,123) (12,823)
Provision for income taxes... -- (10) (49) (26) (209)
-------- -------- --------- ------- --------
Net income (loss)............ (21) (957) (11,942) (2,149) (13,032)
Dividends on Senior
Convertible Preferred
Stock....................... -- -- (2,199) -- (4,132)
-------- -------- --------- ------- --------
Net income (loss) after
deduction of dividends on
Senior Convertible Preferred
Stock....................... $ (21) $ (957) $ (14,141) $(2,149) $(17,164)
======== ======== ========= ======= ========
Loss per common share--basic
and diluted................. $ (.01) $ (0.27) $ (2.27) $ (0.64) $ (1.57)
======== ======== ========= ======= ========
Common shares outstanding--
basic and diluted (in
thousands).................. 3,316 3,503 6,238 3,381 10,954
======== ======== ========= ======= ========
OTHER DATA:
Site data (at period end)(c):
Towers owned................. 126 155 240 361
Towers managed............... 7 7 133 129
Rooftop sites managed
(revenue producing)(d)...... 41 52 80 66
-------- -------- --------- --------
Total sites owned and
managed..................... 174 214 453 556
======== ======== ========= ========
EBITDA(e).................... $ 1,899 $ 1,905 $ 3,500 $(1,284) $ 3,004
Capital expenditures......... 161 890 18,035 918 52,752
Summary cash flow
information:
Net cash provided by (used
for) operating activities... 1,672 (530) (624) 396 (1,972)
Net cash used for investing
activities.................. (16,673) (13,916) (111,484) (66,494) (52,752)
Net cash provided by
financing activities........ 15,597 21,193 159,843 70,977 50,904
Ratio of earnings to fixed
charges(f).................. -- -- -- -- --
BALANCE SHEET DATA (AT PERIOD
END):
Cash and cash equivalents.... $ 596 $ 7,343 $ 55,078 $ 51,258
Property and equipment, net.. 16,003 26,753 81,968 131,492
Total assets................. 19,875 41,226 371,391 418,830
Total debt................... 11,182 22,052 156,293 216,869
Redeemable preferred
stock(g).................... 5,175 15,550 160,749 164,881
Total stockholders' equity
(deficit)................... 619 (210) 41,792 26,721

- --------
(a) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. For the year ended December 31, 1997, includes (i)
nonrecurring cash bonuses of $0.9 million paid to certain executive
officers in connection with the CTI Investment and (ii) a nonrecurring
cash charge of $1.3 million related to the purchase by CCIC of shares of
Common Stock from CCIC's former chief executive officer in connection with
the CTI Investment. See "Certain Relationships and Related Transactions".
CCIC expects to record non-cash compensation charges related to the
issuance of stock options to certain employees and executives. Such
charges are expected to amount to $20.2 million in 1998, recognized upon
completion of the Offering, and approximately $3.0 million per year
thereafter through 2003.
(b) Includes a $1.2 million fee received in March 1997 as compensation for
leading the investment consortium which provided the equity financing for
CTI in connection with the CTI Investment.
(c) Represents the aggregate number of sites of CCIC as of the end of each
period.

(d) As of June 30, 1998, CCIC had contracts with 1,283 buildings to manage on
behalf of such buildings the leasing of space for antenna on the rooftops
of such buildings. A revenue producing rooftop represents a rooftop where
CCIC has arranged a lease of space on such rooftop and, as such, is
receiving payments in respect of its management contract. CCIC generally
does not receive any payment for rooftops under management unless CCIC
actually leases space on such rooftops to third parties. As of June 30,
1998, CCIC had 1,217 rooftop sites under management throughout the United
States that were not revenue producing but were available for leasing to
customers.
(e) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of CCIC's ability to meet
debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, CCIC's measure of EBITDA may not be comparable
to similarly titled measures of other companies.

(f) For purposes of computing the ratio of earnings to fixed charges, earnings
represent income (loss) before income taxes, fixed charges and equity in
earnings (losses) of unconsolidated affiliate. Fixed charges consist of
interest expense, the interest component of operating leases and
amortization of deferred financing costs. For the years ended December 31,
1995, 1996 and 1997 and the six months ended June 30, 1997 and 1998,
earnings were insufficient to cover fixed charges by $21,000, $0.9
million, $10.8 million, $1.9 million and $13.3 million, respectively.
(g) Represents (i) the Senior Convertible Preferred Stock privately placed by
CCIC in August 1997 and October 1997, all of which has been converted into
shares of Common Stock, and (ii) the Series A Convertible Preferred Stock,
the Series B Convertible Preferred Stock and the Series C Convertible
Preferred Stock privately placed by CCIC in April 1995, July 1996 and
February 1997, respectively, all of which will be converted into shares of
Common Stock in connection with the Offering.

SELECTED FINANCIAL AND OTHER DATA OF CROWN

The selected historical combined financial data for Crown presented below
for each of the two years in the period ended December 31, 1996 and the seven
months ended July 31, 1997, have been derived from the combined financial
statements of Crown, which have been audited by KPMG Peat Marwick LLP,
independent certified public accountants. Crown was acquired by CCIC in the
Crown Merger in August 1997 and, as a result, twelve-month historical
financial data for Crown is not presented. The information set forth below
should be read in conjunction with the combined financial statements and the
notes thereto of Crown included elsewhere in this Prospectus.

YEARS ENDED
DECEMBER 31, SEVEN MONTHS
---------------- ENDED JULY 31,
1995 1996 1997
------- ------- --------------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Net revenues:
Site rental................................. $ 3,632 $ 5,120 $ 4,550
Network services and other.................. 7,384 14,260 13,137
------- ------- -------
Total net revenues.......................... 11,016 19,380 17,687
------- ------- -------
Costs of operations:
Site rental................................. 763 1,691 1,421
Network services and other.................. 3,944 8,632 5,841
------- ------- -------
Total costs of operations................... 4,707 10,323 7,262
------- ------- -------
General and administrative................... 2,625 3,150 3,761
Depreciation and amortization................ 568 1,168 1,006
------- ------- -------
Operating income............................. 3,116 4,739 5,658
Interest and other income (expense).......... 19 (53) (26)
Interest expense............................. (785) (1,175) (925)
------- ------- -------
Income before income taxes................... 2,350 3,511 4,707
Provision for income taxes................... -- -- --
------- ------- -------
Net income................................... $ 2,350 $ 3,511 $ 4,707
======= ======= =======
OTHER DATA:
Site data (at period end)(a):
Towers owned................................ 45 53 61
Towers managed.............................. 122 127 127
Rooftop sites managed (revenue producing)... 9 16 20
------- ------- -------
Total sites owned and managed............... 176 196 208
======= ======= =======
EBITDA(b):
Site rental................................. $ 2,589 $ 3,098 $ 2,943
Network services and other.................. 1,095 2,809 3,721
------- ------- -------
Total EBITDA................................ $ 3,684 $ 5,907 $ 6,664
======= ======= =======
EBITDA as a percentage of net revenues(b):
Site rental................................. 71.3% 60.5% 64.7%
Network services and other.................. 14.8 19.7 28.3
Total EBITDA as a percentage of net
revenues................................... 33.4 30.5 37.7
Capital expenditures......................... $ 5,670 $ 8,658 $12,425
Summary cash flow information:
Net cash provided by operating activities... 2,974 4,162 5,199
Net cash used for investing activities...... (5,670) (8,652) (12,425)
Net cash provided by financing activities... 2,367 4,100 7,018

- --------
(a) Represents the aggregate number of sites of Crown as of the end of each
period.
(b) EBITDA is defined as operating income plus depreciation and amortization.
EBITDA is presented as additional information because management believes
it to be a useful indicator of a company's ability to meet debt service
and capital expenditure requirements. It is not, however, intended as an
alternative measure of operating results or cash flow from operations (as
determined in accordance with generally accepted accounting principles).
Furthermore, Crown's measure of EBITDA may not be comparable to similarly
titled measures of other companies.

SELECTED FINANCIAL AND OTHER DATA OF CTI

The selected historical financial data for CTI, which was 34.3% owned by
CCIC prior to the Roll-Up, presents (i) selected historical financial data of
the BBC Home Service Transmission Business prior to its acquisition by CTI
(the "Predecessor") for the year ended March 31, 1996 and the eleven and two
months ended February 27, 1997, (ii) selected historical consolidated
financial data of CTI after such acquisition for the one month ended March 31,
1997, for the three months ended June 30, 1997 and for the nine months ended
December 31, 1997, and (iii) selected historical consolidated financial data
of CTI as of and for the six months ended June 30, 1998. The selected
historical financial data for the year ended March 31, 1996 and the eleven
months ended February 27, 1997 have been derived from the financial statements
of the Predecessor, which have been audited by KPMG, Chartered Accountants.
The selected financial data for the one month ended March 31, 1997 and the
nine months ended December 31, 1997 have been derived from the consolidated
financial statements of CTI, which have been audited by KPMG, Chartered
Accountants. The selected historical financial data for the two months ended
February 27, 1997 have been derived from the unaudited financial statements of
the Predecessor, and the selected historical financial data for the three
months ended June 30, 1997 and as of and for the six months ended June 30,
1998 have been derived from the unaudited consolidated financial statements of
CTI, which include all adjustments that CTI considers necessary for a fair
presentation of the financial position and results of operations for that
period. The results of operations for the one month ended March 31, 1997, the
three months ended June 30, 1997, the nine months ended December 31, 1997 and
the six months ended June 30, 1998 are not necessarily indicative of the
results of operations of CTI that may be expected for the entire year. This
information reflects financial data for CTI as a whole, is not limited to that
portion of the financial data attributable to CCIC's percentage ownership of
CTI prior to the Roll-Up and is not indicative of any distributions or
dividends that CCIC might receive in the future. CTI is subject to significant
restrictions on its ability to make dividends and distributions to CCIC. See
"Risk Factors--Holding Company Structure; Dependence on Dividends to Meet Cash
Requirements or Pay Dividends". The information set forth below should be read
in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Results of Operations--CTI" and the
consolidated financial statements and the notes thereto of CTI included
elsewhere in this Prospectus.

PREDECESSOR COMPANY CTI
------------------------------------------------ ------------------------------------------------
ELEVEN TWO ONE NINE
YEAR MONTHS MONTHS MONTH MONTHS
ENDED ENDED ENDED ENDED THREE MONTHS ENDED
MARCH 31, FEBRUARY 27, FEBRUARY 27, MARCH 31, ENDED JUNE 30, DECEMBER 31,
1996 1997 1997 1997 1997 1997
--------------- --------------- -------------- -------------- -------------- ---------------
(POUNDS STERLING IN THOUSANDS)

STATEMENT OF
OPERATIONS
DATA:
Net revenues.... (Pounds) 70,367 (Pounds) 70,614 (Pounds)12,805 (Pounds) 6,433 (Pounds)18,611 (Pounds) 56,752
Operating
expenses(b).... 62,582 56,612 10,108 5,188 15,842 47,976
--------------- --------------- -------------- -------------- -------------- ---------------
Operating
income......... 7,785 14,002 2,697 1,245 2,769 8,776
Interest and
other income... -- -- -- 49 119 288
Interest expense
and
amortization of
deferred
financing
costs.......... -- -- -- (969) (5,400) (12,419)
--------------- --------------- -------------- -------------- -------------- ---------------
Income (loss)
before income
taxes.......... 7,785 14,002 2,697 325 (2,512) (3,355)
Provision for
income taxes... -- -- -- -- -- --
--------------- --------------- -------------- -------------- -------------- ---------------
Net income
(loss) under
U.K. GAAP...... 7,785 14,002 2,697 325 (2,512) (3,355)
Adjustments to
convert to U.S.
GAAP........... 3,707 3,993 726 78 221 866
--------------- --------------- -------------- -------------- -------------- ---------------
Net income
(loss) under
U.S. GAAP...... (Pounds) 11,492 (Pounds) 17,995 (Pounds) 3,423 (Pounds) 403 (Pounds)(2,291) (Pounds) (2,489)
=============== =============== ============== ============== ============== ===============
OTHER DATA:
EBITDA (under
U.S. GAAP)(c).. (Pounds) 20,620 (Pounds) 27,040 (Pounds) 5,161 (Pounds) 3,064 (Pounds) 8,302 (Pounds) 25,695
Capital
expenditures
(under U.S.
GAAP).......... 18,079 21,810 711 748 3,906 14,361
Summary cash
flow
information
(under U.S.
GAAP):
Net cash
provided by
operating
activities..... 24,311 28,146 5,161 4,871 7,169 25,555
Net cash used
for investing
activities..... (17,190) (21,811) (711) (52,889) (4,114) (14,668)
Net cash
provided by
(used for)
financing
activities..... (7,121) (6,335) (4,450) 57,706 (6,792) (12,423)

CTI
--------------- ---------------------------------
ONE NINE SIX
MONTH MONTHS MONTHS
SIX MONTHS ENDED ENDED ENDED
ENDED JUNE 30, MARCH 31, DECEMBER 31, JUNE 30,
1998 1997(A) 1997(A) 1998(A)
--------------- ---------- ------------ ---------
(DOLLARS IN THOUSANDS)

STATEMENT OF
OPERATIONS
DATA:
Net revenues.... (Pounds)43,516 $ 10,740 $ 94,746 $ 72,650
Operating
expenses(b).... 36,811 8,661 80,096 61,456
--------------- ---------- ------------ ---------
Operating
income......... 6,705 2,079 14,650 11,194
Interest and
other income... 348 82 481 581
Interest expense
and
amortization of
deferred
financing
costs.......... (7,063) (1,618) (20,734) (11,792)
--------------- ---------- ------------ ---------
Income (loss)
before income
taxes.......... (10) 543 (5,603) (17)
Provision for
income taxes... -- -- -- --
--------------- ---------- ------------ ---------
Net income
(loss) under
U.K. GAAP...... (10) 543 (5,603) (17)
Adjustments to
convert to U.S.
GAAP........... 924 130 1,388 1,543
--------------- ---------- ------------ ---------
Net income
(loss) under
U.S. GAAP...... (Pounds) 914 $ 673 $ (4,215) $ 1,526
=============== ========== ============ =========
OTHER DATA:
EBITDA (under
U.S. GAAP)(c).. (Pounds)18,471 $ 5,116 $ 42,887 $ 30,837
Capital
expenditures
(under U.S.
GAAP).......... 23,083 1,249 23,976 38,537
Summary cash
flow
information
(under U.S.
GAAP):
Net cash
provided by
operating
activities..... 19,294 8,132 42,664 32,211
Net cash used
for investing
activities..... (22,522) (88,298) (24,488) (37,600)
Net cash
provided by
(used for)
financing
activities..... 4,543 96,340 (20,740) 7,585

AS OF JUNE 30, 1998 AS OF JUNE 30, 1998
------------------- -------------------
(POUNDS STERLING (DOLLARS IN
IN THOUSANDS) THOUSANDS)

- --------

(a) CTI publishes its consolidated financial statements in pounds sterling.
For the convenience of the reader, the information set forth above
contains translations of pound sterling amounts into U.S. dollars at the
Noon Buying Rate on June 30, 1998, of (Pounds)1.00 = $1.6695. No
representation is made that the pound sterling amounts have been, could
have been or could be converted into U.S. dollars at the rate indicated or
any other rates. On July 31, 1998, the Noon Buying Rate was (Pounds)1.00 =
$1.6388.

(b) Included in operating expenses for the six months ended June 30, 1998 are
non-cash compensation charges for (Pounds)1.9 million ($3.2 million)
related to the issuance of stock options to certain executives and
employees.

(c) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of CTI's ability to meet
debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, CTI's measure of EBITDA may not be comparable to
similarly titled measures of other companies.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion sets forth separately the historical consolidated
results of operations of CCIC and CTI and is intended to assist in
understanding (i) CCIC's consolidated financial condition as of June 30, 1998
and its consolidated results of operations for the six-month periods ended
June 30, 1997 and 1998 and for each year in the three-year period ended
December 31, 1997 and (ii) CTI's consolidated results of operations for the
three-month periods ended June 30, 1997 and 1998 and for each twelve-month
period in the two-year period ended March 31, 1998. The statements in this
discussion regarding the industry outlook, the Company's expectations
regarding the future performance of its businesses, and the other
nonhistorical statements in this discussion are forward-looking statements.
These forward-looking statements are subject to numerous risks and
uncertainties, including but not limited to the uncertainties relating to
capital expenditures decisions to be made in the future by wireless
communications carriers and broadcasters and the risks and uncertainties
described in "Risk Factors". This discussion should be read in conjunction
with "Unaudited Pro Forma Condensed Consolidated Financial Statements",
"Selected Financial and Other Data of CCIC", "Selected Financial and Other
Data of Crown", "Selected Financial and Other Data of CTI" and the
consolidated financial statements and the notes thereto included elsewhere in
this Prospectus. Results of operations of the acquired businesses which are
wholly owned are included in the Company's consolidated financial statements
for the periods subsequent to the respective dates of acquisition. As such,
the Company's results of operations for the six months ended June 30, 1997 are
not comparable to the results of operations for the six months ended June 30,
1998, and the results for the year ended December 31, 1996 are not comparable
to the year ended December 31, 1997.

OVERVIEW

Following consummation of the Roll-Up, the continued growth of the Company's
business will depend substantially on the condition of the wireless
communications and broadcast industries. The Company believes that the demand
for communications sites will continue to grow and expects that, due to
increased competition, wireless communications carriers will continue to seek
operating and capital efficiencies by (i) outsourcing certain network services
and the build-out and operation of new and existing infrastructure and (ii)
co-locating antennas and transmission equipment on multiple tenant towers. In
addition, the Company expects that, in order to free up capital for the growth
and management of their customer bases and expansion of their service
offerings, wireless communications carriers have begun to seek to sell their
wireless communications infrastructure to, or establish joint ventures with,
experienced infrastructure providers, such as the Company, that have the
ability to manage networks.

Further, the Company believes that wireless communications carriers and
broadcasters ultimately will seek to outsource the operation of their towers
and transmission networks, including the transmission of their signals.
Management believes that the Company's ability to manage towers and
transmission networks and its proven track record of providing end-to-end
services to the wireless communications and broadcasting industries position
it to capture such business.

The willingness of wireless communications carriers to utilize the Company's
infrastructure and related services is affected by numerous factors, including
consumer demand for wireless services, interest rates, cost of capital,
availability of capital to wireless carriers, tax policies, willingness to co-
locate equipment, local restrictions on the proliferation of towers, cost of
building towers and technological changes affecting the number of
communications sites needed to provide wireless communications services to a
given geographic area. The Company's revenues that are derived from the
provision of transmission services to the broadcasting industry will be
affected by the timing of the commencement of digital terrestrial television
broadcasts in both the United Kingdom and the United States, as well as in
other countries around the world, consumer demand for digital terrestrial
broadcasting, interest rates, cost of capital to broadcasters, zoning
restrictions on tall towers and the cost of building towers.

As an important part of its business strategy, the Company will continue (i)
to take advantage of the operating leverage of its site rental business by
increasing the antenna space leased on its owned or managed communications
sites, (ii) to leverage its in-house technical and operational expertise,
(iii) to expand its tower footprints by partnering with wireless
communications carriers to assume ownership of their existing towers and by
pursuing build-to-suit opportunities and (iv) to acquire existing transmission
networks globally as opportunities arise.

RESULTS OF OPERATIONS

CCIC

CCIC's primary sources of revenues are from (i) the rental of antenna space
on towers and rooftop sites and (ii) the provision of network services, which
includes network design and site selection, site acquisition, site development
and construction and antenna installation.

Site rental revenues are received primarily from wireless communications
companies, including cellular, PCS, paging, specialized mobile radio/enhanced
specialized mobile radio ("SMR/ESMR") and microwave operators. Site rental
revenues are generally recognized on a monthly basis under lease agreements,
which typically have original terms of five years (with three or four optional
renewal periods of five years each). Average monthly site rental revenues per
owned site as of December 31, 1997 were approximately $3,000 for the towers
located in the southwestern United States, $7,000 for the towers in Puerto
Rico, $12,500 for the towers in and around the greater Pittsburgh area, and
$2,000 for CCIC's other revenue producing towers. Average revenues for CCIC's
managed rooftop sites are less than for the owned and managed towers because a
substantial portion of the revenues from the tenants at rooftop sites is
remitted to the building owner or manager.

Network services revenues consist of revenues from (i) network design and
site selection, (ii) site acquisition, (iii) site development and
construction, (iv) antenna installation and (v) other services. Network
services revenues are received primarily from wireless communications
companies. Network services revenues are recognized under service contracts
which provide for billings on either a fixed price basis or a time and
materials basis. Demand for CCIC's network services fluctuates from period to
period and within periods. See "Risk Factors--Variability in Demand for
Network Services". Consequently, the operating results of CCIC's network
services businesses for any particular period may vary significantly, and
should not be considered as indicative of longer-term results. CCIC also
derives revenues from the ownership and operation of microwave radio and SMR
networks in Puerto Rico where CCIC owns radio wave spectrum in the 2,000 MHz
and 6,000 MHz range (for microwave radio) and the 800 MHz range (for SMR).
These revenues are generally recognized under monthly management or service
agreements. Average monthly revenues as of December 31, 1997 from SMR and
microwave services were approximately $77,000 and $12,000, respectively.

Costs of operations for site rental primarily consist of land leases,
repairs and maintenance, utilities, insurance, property taxes and monitoring
costs and, in the case of managed sites, rental payments. For any given tower,
such costs are relatively fixed over a monthly or an annual time period. As
such, operating costs for owned towers do not generally increase significantly
as additional customers are added. However, rental expenses at certain managed
towers increase as additional customer antennas are added, resulting in higher
incremental revenues but lower incremental margins than on owned towers. Costs
of operations for network services consist primarily of employee compensation
and related benefits costs, subcontractor services, consulting fees, and other
on-site construction and materials costs. CCIC incurs these network services
costs (i) to support its internal operations, including construction and
maintenance of its owned towers, and (ii) to maintain the employees necessary
to provide end-to-end services to third parties regardless of the level of
such business at any time. The Company believes that its experienced staff
enables it to provide the type of end-to-end services that enhance its ability
to acquire access to the infrastructure of wireless communications carriers
and to attract significant build-to-suit contracts.

General and administrative expenses consist primarily of employee
compensation and related benefits costs, advertising, professional and
consulting fees, office rent and related expenses and travel costs. Corporate
development expenses represent costs incurred in connection with acquisitions
and development of new business

initiatives. These expenses consist primarily of allocated compensation,
benefits and overhead costs that are not directly related to the
administration or management of existing towers.

Depreciation and amortization charges relate to CCIC's property and
equipment (primarily towers, construction equipment and vehicles), goodwill
and other intangible assets recorded in connection with business acquisitions.
Depreciation of towers and amortization of goodwill are computed with a useful
life of 20 years. Amortization of other intangible assets (principally the
value of existing site rental contracts at Crown) is computed with a useful
life of 10 years. Depreciation of construction equipment and vehicles are
generally computed with useful lives of 10 years and 5 years, respectively.

The following information is derived from CCIC's Historical Consolidated
Statements of Operations for the periods indicated.

YEAR ENDED YEAR ENDED SIX MONTHS SIX MONTHS
DECEMBER 31, DECEMBER 31, YEAR ENDED ENDED ENDED
1995 1996 DECEMBER 31, 1997 JUNE 30, 1997 JUNE 30, 1998
----------------- ----------------- ------------------ ----------------- ------------------
PERCENT PERCENT PERCENT PERCENT PERCENT
OF NET OF NET OF NET OF NET OF NET
AMOUNT REVENUES AMOUNT REVENUES AMOUNT REVENUES AMOUNT REVENUES AMOUNT REVENUES
------- -------- ------- -------- -------- -------- ------- -------- -------- --------
(DOLLARS IN THOUSANDS)

Net revenues:
Site rental........... $ 4,052 99.9% $ 5,615 90.5% $ 11,010 35.1% $ 3,341 49.4% $ 10,448 44.7%
Network services and
other................ 6 0.1 592 9.5 20,395 64.9 3,424 50.6 12,919 55.3
------- ----- ------- ----- -------- ----- ------- ----- -------- -----
Total net revenues.... 4,058 100.0 6,207 100.0 31,405 100.0 6,765 100.0 23,367 100.0
------- ----- ------- ----- -------- ----- ------- ----- -------- -----
Operating expenses:
Costs of operations:
Site rental........... 1,226 30.3 1,292 23.0 2,213 20.1 605 18.1 2,418 23.1
Network services and
other................ -- -- 8 1.4 13,137 64.4 2,171 63.4 7,155 55.4
------- ------- -------- ------- --------
Total costs of opera-
tions............... 1,226 30.2 1,300 21.0 15,350 48.9 2,776 41.0 9,573 41.0
General and adminis-
trative.............. 729 18.0 1,678 27.0 6,824 21.7 1,491 22.0 8,768 37.5
Corporate develop-
ment................. 204 5.0 1,324 21.3 5,731 18.3 3,782 55.9 2,022 8.7
Depreciation and amor-
tization............. 836 20.6 1,242 20.0 6,952 22.1 930 13.8 7,695 32.9
------- ----- ------- ----- -------- ----- ------- ----- -------- -----
Operating income
(loss)................ 1,063 26.2 663 10.7 (3,452) (11.0) (2,214) (32.7) (4,691) (20.1)
Other income (expense):
Equity in earnings
(losses) of
unconsolidated
affiliate............ -- -- -- -- (1,138) (3.6) (221) (3.3) 525 2.2
Interest and other in-
come................. 53 1.3 193 3.1 1,951 6.2 1,508 22.3 1,370 5.9
Interest expense and
amortization of de-
ferred financing
costs................ (1,137) (28.0) (1,803) (29.0) (9,254) (29.5) (1,196) (17.7) (10,027) (42.9)
------- ----- ------- ----- -------- ----- ------- ----- -------- -----
Loss before income tax-
es.................... (21) (0.5) (947) (15.2) (11,893) (37.9) (2,123) (31.4) (12,823) (54.9)
Provision for income
taxes................. -- -- (10) (0.2) (49) (0.1) (26) (0.4) (209) (0.9)
------- ----- ------- ----- -------- ----- ------- ----- -------- -----
Net loss............... $ (21) (0.5)% $ (957) (15.4)% $(11,942) (38.0)% $(2,149) (31.8)% $(13,032) (55.8)%
======= ===== ======= ===== ======== ===== ======= ===== ======== =====

Comparison of Six Months Ended June 30, 1998 and 1997

Consolidated revenues for the six months ended June 30, 1998 were $23.4
million, an increase of $16.6 million from the six months ended June 30, 1997.
This increase was primarily attributable to (i) a $7.1 million, or 212.7%,
increase in site rental revenues which was primarily attributable to the Crown
operations; (ii) $0.9 million in network services revenues from TEA; and (iii)
$6.8 million in network services revenues from the Crown operations.

Costs of operations for the six months ended June 30, 1998 were $9.6
million, an increase of $6.8 million from the six months ended June 30, 1997.
This increase was primarily attributable to (i) $0.4 million of network
services costs related to the TEA operations; (ii) $3.7 million of network
services costs related to the Crown operations; and (iii) $1.8 million in site
rental costs attributable to the Crown operations. Costs of operations for
site rental as a percentage of site rental revenues increased to 23.1% for the
six months ended June 30, 1998

from 18.1% for the six months ended June 30, 1997 because of higher costs
attributable to the Crown operations. Costs of operations for network services
as a percentage of network services revenues decreased to 55.4% for the six
months ended June 30, 1998 from 63.4% for the six months ended June 30, 1997,
reflecting higher margins that are inherent in the network services business
acquired with the Crown operations in August 1997 as compared to that acquired
with the TEA operations in May 1997.

General and administrative expenses for the six months ended June 30, 1998
were $8.8 million, an increase of $7.3 million from the six months ended June
30, 1997. This increase was primarily attributable to $4.9 million of expenses
related to the Crown operations and $0.8 million of expenses related to the
TEA operations, along with an increase in costs of $1.3 million at the
Company's corporate office. General and administrative expenses as a
percentage of revenues increased for the six months ended June 30, 1998 to
37.5% from 22.0% for the six months ended June 30, 1997 because of higher
overhead costs as a percentage of revenues for Crown and the increase in costs
at CCIC's corporate office.

Corporate development expenses for the six months ended June 30, 1998 were
$2.0 million, a decrease of $1.8 million from the six months ended June 30,
1997. Corporate development expenses for the six months ended June 30, 1997
include nonrecurring compensation charges associated with the CTI Investment
of (i) $0.9 million for certain executive bonuses and (ii) the repurchase of
shares of CCIC's common stock from a member of its Board of Directors, which
resulted in compensation charges of $1.3 million. Corporate development
expenses for the six months ended June 30, 1998 include discretionary bonuses
related to CCIC's performance totaling approximately $0.8 million for certain
members of CCIC's management. CCIC expects to record non-cash compensation
charges related to the issuance of stock options to certain employees and
executives. Such charges are expected to amount to $20.2 million in 1998,
recognized upon completion of the Offering, and approximately $3.0 million per
year thereafter through 2003. See "--Compensation Charges Related to Stock
Option Grants".

Depreciation and amortization for the six months ended June 30, 1998 was
$7.7 million, an increase of $6.8 million from the six months ended June 30,
1997. This increase was primarily attributable to (i) $6.2 million of
depreciation and amortization related to the property and equipment, goodwill
and other intangible assets acquired in the Crown Merger; and (ii) $0.3
million of depreciation and amortization related to the property and equipment
and goodwill acquired in the TEA and TeleStructures Acquisitions.

The equity in earnings (losses) of unconsolidated affiliate represents
CCIC's 34.3% share of CTI's net earnings (losses) for the periods beginning in
March 1997. For the six months ended June 30, 1998, after making appropriate
adjustments to CTI's results of operations for such period to conform to
generally accepted accounting principles of the United States, CTI had net
revenues, operating income, interest expense (including amortization of
deferred financing costs) and net income of $71.8 million, $11.2 million,
$10.3 million and $1.5 million, respectively. Included in CTI's results of
operations for such period are noncash compensation charges for approximately
$3.2 million related to the issuance of stock options to certain members of
CTI's management. If successful, the consummation of a share exchange
agreement with certain shareholders of CTI would accelerate the vesting of
certain options granted to CTI's management and employees, resulting in
additional noncash compensation charges of approximately $0.7 million.

Interest and other income for the six months ended June 30, 1997 includes a
$1.2 million fee received in March 1997 as compensation for leading the
investment consortium which provided the equity financing for CTI. Interest
income for the six months ended June 30, 1998 resulted primarily from the
investment of excess proceeds from the sale of CCIC's 10 5/8% Senior Discount
Notes due 2007 in November 1997.

Interest expense and amortization of deferred financing costs for the six
months ended June 30, 1998 was $10.0 million, an increase of $8.8 million, or
738.4%, from the six months ended June 30, 1997. This increase was primarily
attributable to amortization of the original issue discount on the Notes.

Comparison of Years Ended December 31, 1997 and 1996

Consolidated revenues for 1997 were $31.4 million, an increase of $25.2
million from 1996. This increase was primarily attributable to (i) a $5.4
million, or 96.1%, increase in site rental revenues, of which $4.2 million

was attributable to the Crown operations and $0.7 million was attributable to
the Puerto Rico operations; (ii) $10.4 million in network services revenues
from TEA; and (iii) $7.2 million in network services revenues from the Crown
operations. The remainder of the increase was largely attributable to higher
revenues from SMR and microwave radio services in Puerto Rico and the monthly
service fees received from CTI beginning in March 1997.

Costs of operations for 1997 were $15.4 million, an increase of $14.1
million from 1996. This increase was primarily attributable to (i) $8.5
million of network services costs related to the TEA operations; (ii) $3.9
million of network services costs related to the Crown operations; and (iii)
$0.9 million in site rental costs attributable to the Crown operations. Costs
of operations for site rental as a percentage of site rental revenues
decreased to 20.1% for 1997 from 23.0% for 1996 because of increased
utilization of the towers located in the southwestern United States and Puerto
Rico. Costs of operations for network services as a percentage of network
services revenues were 64.4% for 1997, reflecting lower margins that are
inherent in the network services businesses acquired in 1997.

General and administrative expenses for 1997 were $6.8 million, an increase
of $5.1 million from 1996. This increase was primarily attributable to $3.0
million of expenses related to the Crown operations and $1.4 million of
expenses related to the TEA operations, along with an increase in costs of
$0.2 million at CCIC's corporate office. General and administrative expenses
as a percentage of revenues decreased for 1997 to 21.7% from 27.0% for 1996
because of lower overhead costs as a percentage of revenues for Crown and TEA.

Corporate development expenses for 1997 were $5.7 million, an increase of
$4.4 million from 1996. A substantial portion of this increase was
attributable to nonrecurring compensation charges associated with the CTI
Investment of (i) $0.9 million for certain executive bonuses and (ii) the
repurchase of shares of CCIC's common stock from a member of its Board of
Directors, which resulted in compensation charges of $1.3 million. The
remaining $2.2 million of the increase in corporate development expenses was
attributable to a higher allocation of personnel costs, along with an overall
increase in such costs, associated with an increase in acquisition and
business development activities.

Depreciation and amortization for 1997 was $7.0 million, an increase of $5.7
million from 1996. This increase was primarily attributable to (i) $4.7
million of depreciation and amortization related to the property and
equipment, goodwill and other intangible assets acquired in the Crown Merger;
(ii) $0.5 million of depreciation and amortization related to the property and
equipment and goodwill acquired in the TEA and TeleStructures Acquisitions;
and (iii) $0.3 million resulting from twelve months of depreciation related to
the property and equipment acquired in the Puerto Rico Acquisition.

The equity in losses of unconsolidated affiliate of $1.1 million represents
CCIC's 34.3% share of CTI's net loss for the period from March through
December 1997. After making appropriate adjustments to CTI's results of
operations for such period to conform to generally accepted accounting
principles of the United States, CTI had net revenues, operating income,
interest expense (including amortization of deferred financing costs) and net
losses of $103.5 million, $16.5 million, $20.4 million and $3.3 million,
respectively.

Interest and other income for 1997 includes a $1.2 million fee received in
March 1997 as compensation for leading the investment consortium which
provided the equity financing for CTI, the impact on earnings of which was
partially offset by certain executive bonuses related to the CTI Investment
and included in corporate development expenses. Interest income for 1997
resulted primarily from the investment of excess proceeds from the sale of
CCIC's Series C Convertible Preferred Stock in February 1997.

Interest expense and amortization of deferred financing costs for 1997 was
$9.3 million, an increase of $7.5 million, or 413.3%, from 1996. This increase
was primarily attributable to (i) commitment fees related to an unfunded
interim loan facility related to the Crown Merger and an unfunded revolving
credit facility; (ii) interest on notes payable to the former stockholders of
Crown for a portion of the purchase price of the Crown Business; (iii)
amortization of the original issue discount on the Notes; (iv) interest and
fees associated with borrowings

under CCIC's bank credit facility which were used to finance the Crown Merger
on an interim basis; (v) interest on outstanding borrowings assumed in
connection with the Crown Merger; and (vi) interest on borrowings under CCIC's
bank credit facility which were used to finance the acquisition of the Puerto
Rico System.

Comparison of Years Ended December 31, 1996 and 1995

Consolidated revenues for 1996 were $6.2 million, an increase of $2.1
million, or 53.0%, from 1995. This increase was primarily attributable to (i)
$0.6 million in site rental revenues attributable to the Puerto Rico
operations; (ii) $0.6 million in site rental revenues resulting from the
effect of a full year's activity for the operations of Spectrum (which was
acquired in October 1995); (iii) an increase in site rental revenues of $0.3
million, or 6.9%, from the towers acquired from PCI; and (iv) $0.5 million in
SMR and microwave radio services revenues attributable to the Puerto Rico
operations.

Costs of operations for 1996 were $1.3 million, an increase of $0.1 million,
or 6.0%, from 1995. Additional costs in 1996 of $0.3 million attributable to
the Puerto Rico operations were largely offset by decreased costs of $0.2
million associated with the towers acquired from PCI. Such towers were managed
by PCI during 1995 under an agreement with CCIC, and the management fees
charged to CCIC amounted to $0.6 million. CCIC began managing the towers on
January 1, 1996. As a result of these factors, costs of operations as a
percentage of revenues decreased to 21.0% in 1996 from 30.2% in 1995.

General and administrative expenses for 1996 were $1.7 million, an increase
of $0.9 million from 1995. This increase was primarily attributable to costs
of $0.5 million and $0.1 million associated with the Spectrum and Puerto Rico
Acquisitions, respectively, along with an increase in costs of $0.3 million,
or 41.7%, at CCIC's corporate office. General and administrative expenses at
CCIC's corporate office increased because of additional personnel costs and
higher overhead resulting from CCIC's internal management of the PCI towers
beginning in 1996. As a result of these factors, general and administrative
expenses as a percentage of revenues increased to 27.0% in 1996 from 18.0% in
1995.

Corporate development expenses for 1996 were $1.3 million, an increase of
$1.1 million from 1995. This increase was primarily attributable to a higher
allocation of personnel costs, along with an overall increase in such costs
associated with an increase in acquisition and business development activities
during the last half of 1996.

Depreciation and amortization for 1996 was $1.2 million, an increase of $0.4
million from 1995. This increase was primarily associated with depreciation
associated with towers purchased in the Puerto Rico Acquisition and goodwill
created in the Spectrum Acquisition.

Interest and other income for 1996 was $0.2 million, an increase of $0.1
million from 1995, primarily resulting from the investment of excess proceeds
from the sale of CCIC's Series B Convertible Preferred Stock in July 1996.
Interest expense and amortization of deferred financing costs for 1996 were
$1.8 million, an increase of $0.7 million, or 58.6%, from 1995, primarily
resulting from borrowings under CCIC's bank credit agreement which were used
to finance the Puerto Rico Acquisition.

CTI

CTI's primary sources of revenues are from (i) the provision of analog and
digital broadcast transmission services to the BBC and commercial
broadcasters, (ii) the rental of antenna space on towers and (iii) the
provision of network services, which includes broadcast consulting, network
design and site selection, site acquisition, site development and antenna
installation and site management and other services.

Broadcast transmission services revenues are received for both analog and
digital transmission services. Monthly analog transmission revenues of
approximately $6.9 million (as of June 30, 1998) are received from the BBC
under a contract with an initial 10-year term through March 31, 2007.
Additional monthly analog revenues of $0.1 million per station (as of June 30,
1998) are received from two national commercial radio stations under contracts
with eight year terms that commenced on March 31, 1993 and February 4, 1995,
respectively. Digital

transmission services revenues from the BBC and BDB are recognized under
contracts with initial terms of 12 years from the date on which the Company
commences digital terrestrial transmission services for the BBC and BDB,
respectively. Monthly revenues from these digital transmission contracts
increase over time as the network rollout progresses, with monthly revenues as
of June 30, 1998 of approximately $0.5 million and $0.4 million from the BBC
and BDB, respectively. See "Business--U.K. Operations--Significant Contracts".

Site rental revenues are received from other broadcast transmission service
providers (primarily NTL) and wireless communications companies, including all
four U.K. cellular operators (Cellnet, Vodafone, One2One and Orange).
Currently, approximately 200 companies rent space on approximately 405 of
CTI's 808 towers and rooftops. Site rental revenues are generally recognized
on a monthly basis under lease agreements with original terms of three to
twelve years. Such lease agreements generally require annual payments in
advance, and include rental rate adjustment provisions between one and three
years from the commencement of the lease. Monthly revenues from CTI's largest
site rental customer, NTL, were (Pounds)551,000 ($923,752) as of June 30,
1998. Site rental revenues are expected to become an increasing portion of
CTI's total U.K. revenue base, and the Company believes that the demand for
site rental from communication service providers will increase in line with
the expected growth of these communication services in the United Kingdom.

Network services revenues consist of (i) network design and site selection,
site acquisition, site development and antenna installation (collectively,
"network design and development") and (ii) site management and other services.
Network design and development services are provided to (i) a number of
broadcasting and related organizations, both in the United Kingdom and other
countries; (ii) all four U.K. cellular operators; and (iii) a number of other
wireless communications companies, including Dolphin and Highway One. These
services are usually subject to a competitive bid, although a significant
proportion result from an operator coming onto an existing CTI site. Revenues
from such services are recognized on either a fixed price or a time and
materials basis. Site management and other services, consisting of both
network monitoring and equipment maintenance, are carried out in the United
Kingdom for a number of emergency service organizations. Revenues for such
services are received under contracts with original terms of between three and
five years. They provide for fixed prices with respect to network monitoring
and variable pricing dependent on the level of equipment maintenance carried
out in a given period.

Costs of operations for broadcast transmission services consist primarily of
employee compensation and related benefits costs, utilities, rental payments
under the Site-Sharing Agreement with NTL, circuit costs and repairs and
maintenance on both transmission equipment and structures.

Site rental operating costs consist primarily of employee compensation and
related benefits costs, utilities and repairs and maintenance. The majority of
such costs are relatively fixed in nature, with increases in revenue from new
installations on existing sites generally being achieved without a
corresponding increase in costs.

Costs of operations for network services consist primarily of employee
compensation and related benefits costs and on-site construction and materials
costs.

General and administrative expenses consist primarily of office occupancy
and related expenses, travel costs, professional and consulting fees,
advertising, insurance and employee training and recruitment costs. Corporate
development expenses represent costs incurred in connection with acquisitions
and development of new business initiatives. These expenses consist primarily
of external professional fees related to specific activities and allocated
compensation, benefits and overhead costs that are not directly related to the
administration or management of CTI's existing lines of business.

Depreciation and amortization charges relate to CTI's property and equipment
(primarily towers, broadcast transmission equipment and associated buildings)
and goodwill recorded in connection with the acquisition of the Home Service
Transmission business from the BBC (the "BBC Home Service Transmission
Business"). Depreciation of towers is computed with useful lives of 20 to 25
years; depreciation of broadcast transmission

equipment is computed with a useful life of 20 years; and depreciation of
buildings is computed with useful lives ranging from 20 to 50 years.
Amortization of goodwill is computed with a useful life of 20 years.

The following information is derived from the Consolidated Profit and Loss
Accounts of (i) CTI for periods subsequent to February 28, 1997 (the date of
inception of CTI's operations) and (ii) the BBC Home Service Transmission
Business for periods prior to that date. For purposes of the following
discussion, CTI's results for the month ended March 31, 1997 have been
combined with the results of the BBC Home Service Transmission Business for
the eleven months ended February 27, 1997, and CTI's results for the nine
months ended December 31, 1997 have been combined with its results for the
three months ended March 31, 1998. The following discussion presents an
analysis of such combined results for the twelve-month periods ended March 31,
1998 and 1997, as well as an analysis of results for the three-month periods
ended June 30, 1997 and 1998. Results for CTI are not comparable to results
from the BBC Home Service Transmission Business due to differences in the
carrying amounts of property and equipment and goodwill. As of December 31,
1997, CTI changed its fiscal year end for financial reporting purposes from
March 31 to December 31; as such, the results for the three months ended March
31, 1998 and the three months ended June 30, 1997 and 1998 are unaudited.

CTI uses the U.K. pound sterling as the functional currency for its
operations. The following amounts have been translated to U.S. dollars using
the average Noon Buying Rate for each period. The average exchange rates for
such periods ranged from (Pounds)1.00 = $1.5841 to (Pounds)1.00 = $1.6605. In
addition, the following amounts reflect certain adjustments to present the
results of operations in accordance with generally accepted accounting
principles ("GAAP") of the U.S. For the results of the BBC Home Service
Transmission Business, such adjustments effect depreciation and amortization
expense as a result of differences in the carrying amounts for property and
equipment; for CTI, such adjustments effect (i) operating expenses as a result
of differences in the accounting for pension costs, and (ii) interest expense
as a result of the capitalization of interest costs in connection with
constructed assets.

TWELVE MONTHS TWELVE MONTHS THREE MONTHS THREE MONTHS
ENDED MARCH 31, ENDED MARCH 31, ENDED JUNE 30, ENDED JUNE 30,
1997 1998 1997 1998
------------------ ------------------ ----------------- -----------------
PERCENT PERCENT PERCENT PERCENT
OF NET OF NET OF NET OF NET
AMOUNT REVENUES AMOUNT REVENUES AMOUNT REVENUES AMOUNT REVENUES
-------- -------- -------- -------- ------- -------- ------- --------
(DOLLARS IN THOUSANDS)

Net revenues:
Site rental and
broadcast
transmission......... $112,122 91.7% $113,558 89.2% $27,063 88.9% $31,628 84.1%
Network services and
other................ 10,090 8.3 13,731 10.8 3,376 11.1 5,978 15.9
-------- ----- -------- ----- ------- ----- ------- -----
Total net revenues.. 122,212 100.0 127,289 100.0 30,439 100.0 37,606 100.0
-------- ----- -------- ----- ------- ----- ------- -----
Operating expenses:
Costs of operations:
Site rental and
broadcast
transmission....... 61,339 54.7 53,957 47.5 13,547 50.1 14,649 46.3
Network services and
other.............. 5,912 58.6 6,075 44.2 1,094 32.4 3,947 66.0
-------- -------- ------- -------
Total costs of
operations....... 67,251 55.0 60,032 47.1 14,641 48.1 18,596 49.5
General and
administrative....... 7,196 5.9 8,626 6.8 2,219 7.3 2,378 6.3
Corporate
development.......... -- -- 2,303 1.8 -- -- 349 0.9
Depreciation and
amortization......... 17,256 14.1 37,382 29.4 9,049 29.7 9,593 25.5
-------- ----- -------- ----- ------- ----- ------- -----
Operating income........ 30,509 25.0 18,946 14.9 4,530 14.9 6,690 17.8
Other income (expense):
Interest and other
income............... 79 0.1 746 0.6 195 0.6 301 0.8
Interest expense and
amortization of
deferred financing
costs................ (1,434) (1.2) (24,201) (19.0) (8,470) (27.8) (5,075) (13.5)
-------- ----- -------- ----- ------- ----- ------- -----
Income (loss) before
income taxes........... 29,154 23.9 (4,509) (3.5) (3,745) (12.3) 1,916 5.1
Provision for income
taxes................ -- -- -- -- -- -- -- --
-------- ----- -------- ----- ------- ----- ------- -----
Net income (loss)....... $ 29,154 23.9% $ (4,509) (3.5)% $(3,745) (12.3)% $ 1,916 5.1%
======== ===== ======== ===== ======= ===== ======= =====

Comparison of Three Months Ended June 30, 1998 and Three Months Ended June
30, 1997

Consolidated revenues for the three months ended June 30, 1998 were $37.6
million, an increase of $7.2 million from the three months ended June 30,
1997. This increase was primarily attributable to (i) a $4.6 million increase
in broadcast transmission services and site rental revenues and (ii) a $2.6
million increase in network services and other revenues. Revenues from the BBC
for the three months ended June 30, 1998 amounted to $21.8 million, or 57.8%
of total revenues, as compared to $19.6 million, or 64.5% of total revenues,
for the three months ended June 30, 1997. Revenues from NTL for the three
months ended June 30, 1998 amounted to $3.2 million, or 8.6% of total
revenues. Network services revenues for the three months ended June 30, 1998
consisted of $4.5 million from network design and development services and
$1.5 million from site management and other services.

Costs of operations for the three months ended June 30, 1998 were $18.6
million, an increase of $4.0 million from the three months ended June 30,
1997. This increase was primarily attributable to a $1.1 million increase in
broadcast transmission services and site rental costs and a $2.9 million
increase in network services and other costs. Costs of operations as a
percentage of revenues for broadcast transmission services and site rental
were 46.3% for the three months ended June 30, 1998, as compared to 50.1% for
the three months ended June 30, 1997. This decrease was attributable to
increases in site rental revenues from existing sites with little change in
site operating costs. Costs of operations as a percentage of revenues for
network services and other were 66.0% for the three months ended June 30,
1998, as compared to 32.4% for the three months ended June 30, 1997. This
increase was attributable to high profit margins recognized for a consulting
contract during the three months ended June 30, 1997. Costs of operations for
site rental and broadcast transmission for the three months ended June 30,
1998 includes non-cash compensation charges for $0.3 million related to the
issuance of stock options to certain employees.

General and administrative expenses for the three months ended June 30, 1998
were $2.4 million, an increase of $0.2 million from the three months ended
June 30, 1997. As a percentage of revenues, general and administrative
expenses were 6.3% and 7.3% for the three months ended June 30, 1998 and 1997,
respectively.

Corporate development expenses for the three months ended June 30, 1998
relate primarily to costs incurred in connection with certain projects in
Australasia.

Depreciation and amortization for the three months ended June 30, 1998 was
$9.6 million, an increase of $0.5 million from the three months ended June 30,
1997. This increase resulted from capital expenditures for the period from
June 30, 1997 through June 30, 1998.

Interest and other income for the three months ended June 30, 1998 and 1997
resulted primarily from (i) the investment of excess proceeds from amounts
drawn under CTI's bank credit facilities in February 1997; and (ii) the
investment of cash generated from operations during the period.

Interest expense and amortization of deferred financing costs for the three
months ended June 30, 1998 was $5.1 million. This amount was comprised of (i)
$0.3 million related to amounts drawn under the CTI Credit Facility; (ii) $4.6
million related to the CTI Bonds; and (iii) $0.2 million for the amortization
of deferred financing costs. Interest expense and amortization of deferred
financing costs for the three months ended June 30, 1997 was $8.5 million.
This amount was comprised of (i) $3.2 million related to amounts drawn under
the CTI Credit Facility; (ii) $2.0 million related to the CTI Bonds; and (iii)
$3.3 million for the amortization of deferred financing costs.

Comparison of Twelve Months Ended March 31, 1998 and Twelve Months Ended
March 31, 1997

Consolidated revenues for the twelve months ended March 31, 1998 were $127.3
million, an increase of $5.1 million from the twelve months ended March 31,
1997. This increase was primarily attributable to (i) a $1.4 million increase
in broadcast transmission services and site rental revenues and (ii) a $3.6
million increase in network services and other revenues. Revenues from the BBC
for the twelve months ended March 31, 1998

amounted to $79.5 million, or 62.5% of total revenues, as compared to $85.5
million, or 70.0% of total revenues, for the twelve months ended March 31,
1997. Revenues from NTL for the twelve months ended March 31, 1998 amounted to
$11.8 million, or 9.2% of total revenues. Network services revenues for the
twelve months ended March 31, 1998 consisted of $10.6 million from network
design and development services and $3.1 million from site management and
other services.

Costs of operations for the twelve months ended March 31, 1998 were $60.0
million, a decrease of $7.2 million from the twelve months ended March 31,
1997. This decrease was primarily attributable to a $7.4 million decrease in
broadcast transmission services and site rental costs, partially offset by a
$0.2 million increase in network services and other costs. Costs of operations
as a percentage of revenues for broadcast transmission services and site
rental were 47.5% for the twelve months ended March 31, 1998, as compared to
54.7% for the twelve months ended March 31, 1997. This decrease was
attributable to (i) increases in site rental revenues from existing sites with
little change in site operating costs; and (ii) the elimination, as of
February 28, 1997, of certain costs recharged to the BBC Home Service
Transmission Business by the BBC. Costs of operations as a percentage of
revenues for network services and other were 44.2% for the twelve months ended
March 31, 1998, as compared to 58.6% for the twelve months ended March 31,
1997. This decrease was attributable to (i) a higher proportion of broadcast
consulting revenues, which result in higher margins than certain other network
design and development services and (ii) the elimination, as of February 28,
1997, of certain costs recharged to the BBC Home Service Transmission Business
by the BBC. Costs of operations for site rental and broadcast transmission for
the twelve months ended March 31, 1998 includes non-cash compensation charges
for $1.1 million related to the issuance of stock options to certain
employees.

General and administrative expenses for the twelve months ended March 31,
1998 were $8.6 million, an increase of $1.4 million from the twelve months
ended March 31, 1997. As a percentage of revenues, general and administrative
expenses were 6.8% and 5.9% for the twelve months ended March 31, 1998 and
1997, respectively. This increase was attributable to costs incurred by CTI as
a separate enterprise which were not directly incurred by the BBC Home Service
Transmission Business as a part of the BBC.

Corporate development expenses for the twelve months ended March 31, 1998
relate primarily to costs incurred in connection with certain projects in
Australasia and non-cash compensation charges for $1.8 million related to the
issuance of stock options to certain executives.

Depreciation and amortization for the twelve months ended March 31, 1998 was
$37.4 million, an increase of $20.1 million from the twelve months ended March
31, 1997. Monthly charges for depreciation and amortization increased for
periods subsequent to February 28, 1997 due to (i) a decrease in the estimated
useful lives for certain transmission and power plant equipment from 25 to 20
years; and (ii) the amortization of goodwill recorded in connection with the
acquisition of the BBC Home Service Transmission Business.

Interest and other income for the twelve months ended March 31, 1998
resulted primarily from (i) the investment of excess proceeds from amounts
drawn under CTI's bank credit facilities in February 1997; and (ii) the
investment of cash generated from operations during the period.

Interest expense and amortization of deferred financing costs for the twelve
months ended March 31, 1998 was $24.2 million. This amount was comprised of
(i) $4.9 million related to amounts drawn under the CTI Credit Facility; (ii)
$15.6 million related to the CTI Bonds; and (iii) $3.7 million for the
amortization of deferred financing costs. Interest expense and amortization of
deferred financing costs of $1.4 million for the twelve months ended March 31,
1997 was attributable to amounts drawn under the CTI Credit Facility. The BBC
Home Service Transmission Business did not incur any financing costs as a part
of the BBC prior to February 28, 1997.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1998, after giving pro forma effect to the Roll-Up, the
Offering and the Senior Preferred Conversion, the Company would have had
consolidated cash and cash equivalents of $532.3 million (including

$15.8 million at CTI), consolidated long-term debt of $465.3 million and
consolidated stockholders' equity of $1,236.6 million.

The Company's business strategy contemplates substantial capital
expenditures in connection with (i) the expansion of its tower footprints by
partnering with wireless communications carriers to assume ownership of their
existing towers and by pursuing build-to-suit opportunities and (ii) to
acquire existing transmission networks globally as opportunities arise. The
exact amount of such capital expenditures will depend on the number of such
opportunities that the Company is able to successfully consummate. The Company
is currently pursuing a number of potential significant acquisitions,
investments and joint venture opportunities that could require the Company to
use all of the proceeds of the Offering and its existing cash on hand prior to
the end of 1998. In connection with a site marketing agreement recently
entered into between the Company and BellSouth Mobility, the Company and
BellSouth have agreed to explore future arrangements relating to the
ownership, utilization and management of BellSouth's tower sites throughout
the United States. The Company is also intending to submit a bid in connection
with an auction by a major Regional Bell Operating Company of its U.S.
wireless communications infrastructure. Similarly, the Company has bid on the
tower assets, which encompass more than 250 U.S. tower sites, currently being
auctioned by Vanguard Cellular. In addition to these U.S. opportunities, the
Company is pursuing acquisition opportunities in Australia and New Zealand,
including in certain instances together with other partners. For example, the
Company, together with Fay Richwhite & Company Limited and Berkshire Partners
LLC, has submitted a bid in respect of a wireless communications network,
including its tower infrastructure and radio frequency spectrum. If the bid is
successful and the transaction is consummated, the Company anticipates that it
would invest up to approximately $50.0 million for a substantial minority
interest in the acquired business. The Company is also pursuing acquisition
opportunities in connection with privatizations of state-owned networks. Any
of the foregoing could result in an agreement with respect to a significant
acquisition, investment or joint venture in the near term. However, the
Company has not entered into any agreements in respect of, and believes that
there are a number of competing bidders for, these opportunities. As a result,
the Company does not believe that any of these acquisition opportunities have
become probable. Therefore, there can be no assurance that the Company will
consummate any of the foregoing transactions in the near term or at all. See
"Risk Factors--Broad Discretion in Application of Proceeds" and "Managing
Integration and Growth".

In addition, the Company anticipates that it will build or acquire, through
the end of 1999, approximately 1,000 towers in the United States at a cost of
approximately $237.0 million and approximately 300 towers in the United
Kingdom at a cost of approximately $33.5 million. The Company also expects
that the capital expenditure requirements related to the rollout of digital
broadcast transmission in the United Kingdom will be approximately
(Pounds)110.0 million ($183.6 million).

To fund the execution of the Company's business strategy, the Company and
its subsidiaries expect to use the net proceeds of the Offering, the
borrowings available under the Senior Credit Facility, the borrowings
available under the CTI Credit Facility and the remaining net proceeds from
the 1997 Notes Offering. Whether the Company utilizes the Senior Credit
Facility and the CTI Credit Facility to finance expansion opportunities will
depend upon a number of factors, including (i) the attractiveness of the
opportunities, (ii) the time frame in which they are identified, (iii) the
number of pre-existing projects to which the Company is committed and (iv) the
Company's liquidity at the time of any potential opportunity. In the event the
Company does not otherwise have cash available (from the net proceeds of the
1997 Notes Offering, the net proceeds of the Offering or otherwise), or
borrowings under the Senior Credit Facility or the CTI Credit Facility have
otherwise been utilized, when an opportunity arises, the Company would be
forced to seek additional debt or equity financing or to forego the
opportunity. In the event the Company determines to seek additional debt or
equity financing, there can be no assurance that any such financing will be
available (on commercially acceptable terms or at all) or permitted by the
terms of the Company's existing indebtedness. To the extent the Company is
unable to finance future capital expenditures, it will be unable to achieve
its currently contemplated business strategy.

For the years ended December 31, 1995, 1996 and 1997, and for the six months
ended June 30, 1998, CCIC's net cash provided by (used for) operating
activities was $1.7 million, ($0.5 million), ($0.6 million) and

($2.0 million), respectively. Since its inception, CCIC has generally funded
its activities (other than its acquisitions and investments) through excess
proceeds from contributions of equity capital. CCIC has financed its
acquisitions and investments with the proceeds from equity contributions,
borrowings under the Senior Credit Facility and the issuance of promissory
notes to sellers. For the ten months ended December 31, 1997 and for the six
months ended June 30, 1998, CTI's net cash provided by operating activities
was $50.8 million and $32.2 million, respectively. Since its inception, CTI
has generally funded its activities (other than the acquisition of the BBC
Home Service Transmission Business) through cash provided by operations and
borrowings under the CTI Credit Facility. CTI financed the acquisition of the
BBC Home Service Transmission Business with the proceeds from equity
contributions and the issuance of the CTI Bonds.

On a pro forma basis, capital expenditures (excluding acquisitions) were
$56.5 million for the year ended December 31, 1997 (of which $3.4 million was
for CCIC and TEA, $27.1 million was for Crown and $26.0 million was for CTI)
and $91.3 million for the six months ended June 30, 1998 (of which $1.5
million was for CCIC, $51.3 million was for Crown and $38.5 million was for
CTI).

In August and October of 1997, CCIC issued shares of its Senior Convertible
Preferred Stock for aggregate net proceeds of $29.3 million and $36.5 million,
respectively. The proceeds from the August issuance were used to make a $25.0
million payment as part of the cash purchase price for the Crown Merger. On
October 31, 1997, the Company entered into an amendment to the Senior Credit
Facility. As amended, the Senior Credit Facility provides for available
borrowings of $100.0 million and expires on December 31, 2004. On October 31,
1997, in connection with the October Refinancing, new borrowings under the
Senior Credit Facility of $94.7 million, along with the proceeds from the
October issuance of the Senior Convertible Preferred Stock, were used to repay
the seller note issued in connection with the Crown Merger, to repay loans
outstanding under a credit agreement at CCI and to pay related fees and
expenses. The Senior Credit Facility requires the Company to maintain certain
financial covenants and places restrictions on the ability of the Company and
its subsidiaries to, among other things, incur debt and liens, pay dividends,
make capital expenditures, undertake transactions with affiliates and make
investments.

CCIC used the net proceeds from the 1997 Notes Offering to repay
substantially all of its outstanding indebtedness, including borrowings under
the Senior Credit Facility, and to pay related fees and expenses. The balance
of the net proceeds from the 1997 Notes Offering is being used for general
corporate purposes. As of August 1, 1998, CCIC's subsidiaries had unused
borrowing availability under the Senior Credit Facility of approximately $25.0
million.

On February 28, 1997, CTI used the proceeds from equity contributions and
borrowings under the CTI Credit Facility to finance the acquisition of the BBC
Home Service Transmission Business. On May 21, 1997, CTI used the net proceeds
from the sale of the CTI Bonds to repay substantially all of the outstanding
borrowings under the CTI Credit Facility. As of June 30, 1998, CTI had unused
borrowing availability under the CTI Credit Facility of approximately
(Pounds)35.0 million ($58.4 million). The CTI Credit Facility requires CTI to
maintain certain financial covenants and places restrictions on the ability of
CTI to, among other things, incur debt and liens, pay dividends, make capital
distributions, make acquisitions, undertake transactions with affiliates and
make investments. On July 17, 1998, the lenders (acting through Credit Suisse
First Boston, as agent) under the CTI Credit Facility waived a provision in
the CTI Credit Facility that would have required the repayment of the CTI
Credit Facility concurrently with the listing of the Company's Common Stock.

Prior to May 15, 2003, CCIC's interest expense on the Notes will be
comprised solely of the accretion of original issue discount. Thereafter, the
Notes will require annual cash interest payments of approximately
$26.7 million. In addition, the Senior Credit Facility, the CTI Credit
Facility and the CTI Bonds will require periodic interest payments on amounts
borrowed thereunder. The Company's ability to make scheduled payments of
principal of, or to pay interest on, its debt obligations, and its ability to
refinance any such debt obligations (including the Notes and the CTI Bonds),
will depend on its future performance, which, to a certain extent, is subject
to general economic, financial, competitive, legislative, regulatory and other
factors that are beyond its control. As discussed above, the Company's
business strategy contemplates substantial acquisitions and capital

expenditures in connection with the expansion of its tower footprints. There
can be no assurance that the Company will generate sufficient cash flow from
operations in the future, that anticipated revenue growth will be realized or
that future borrowings, equity contributions or loans from affiliates will be
available in an amount sufficient to service its indebtedness and make
anticipated capital expenditures. The Company anticipates that it may need to
refinance all or a portion of its indebtedness (including the Notes and the
CTI Bonds) on or prior to its scheduled maturity. There can be no assurance
that the Company will be able to effect any required refinancings of its
indebtedness (including the Notes and the CTI Bonds) on commercially
reasonable terms or at all. See "Risk Factors".

INFLATION

Because of the relatively low levels of inflation experienced in 1995, 1996
and 1997, inflation did not have a significant effect on CCIC's, Crown's or
CTI's results in such years.

COMPENSATION CHARGES RELATED TO STOCK OPTION GRANTS

During the period from April 24, 1998 through July 15, 1998, CCIC granted
options to employees and executives for the purchase of 3,236,980 shares of
its Common Stock at an exercise price of $7.50 per share. Of such options,
options for 1,810,730 shares will vest upon consummation of the Offering and
the remaining options for 1,426,250 shares will vest at 20% per year over five
years, beginning one year from the date of grant. In addition, CCIC has
assigned its right to repurchase shares of its Common Stock from a stockholder
(at a price of $6.26 per share) to two individuals (including an expected
director nominee) with respect to 100,000 of such shares. Since the granting
of these options and the assignment of these rights to repurchase shares
occurred subsequent to the date of the Share Exchange Agreement and at prices
substantially below the expected price to the public in the Offering, CCIC
will record a non-cash compensation charge related to these options and shares
based upon the difference between the respective exercise and purchase prices
and the price to the public in the Offering. Such compensation charge will
total approximately $35.1 million, of which approximately $20.2 million will
be recognized upon consummation of the Offering (for such options and shares
which vest upon consummation of the Offering), and the remaining $14.9 million
will be recognized over five years (approximately $3.0 million per year)
through the second quarter of 2003.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 128, Earnings per Share
("SFAS 128"). SFAS 128 establishes new standards for computing and presenting
earnings per share ("EPS") amounts for companies with publicly held common
stock or potential common stock. The new standards require the presentation of
both basic and diluted EPS amounts for companies with complex capital
structures. Basic EPS is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for
the period, and excludes the effect of potentially dilutive securities (such
as options, warrants and convertible securities) which are convertible into
common stock. Dilutive EPS reflects the potential dilution from such
convertible securities. SFAS 128 is effective for periods ending after
December 15, 1997. The Company has adopted the requirements of SFAS 128 in its
financial statements for the year ended December 31, 1997.

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, Reporting Comprehensive Income ("SFAS 130"). SFAS 130 establishes
standards for the reporting and display of comprehensive income in a company's
financial statements. Comprehensive income includes all changes in a company's
equity accounts (including net income or loss) except investments by, or
distributions to, the company's owners. Items which are components of
comprehensive income (other than net income or loss) include foreign currency
translation adjustments, minimum pension liability adjustments and unrealized
gains and losses on certain investments in debt and equity securities. The
components of comprehensive income must be reported in a financial statement
that is displayed with the same prominence as other financial statements. SFAS
130 is effective for fiscal years beginning after December 15, 1997. The
Company has adopted the requirements of SFAS 130 in its financial statements
for the three months ended March 31, 1998.

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, Disclosures about Segments of an Enterprise and Related Information
("SFAS 131"). SFAS 131 establishes standards for the way that public companies
report, in their annual financial statements, certain information about their
operating segments, their products and services, the geographic areas in which
they operate and their major customers. SFAS 131 also requires that certain
information about operating segments be reported in interim financial
statements. SFAS 131 is effective for periods beginning after December 15,
1997. The Company will adopt the requirements of SFAS 131 in its financial
statements for the year ending December 31, 1998.

In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5,
Reporting on the Costs of Start-Up Activities ("SOP 98-5"). SOP 98-5 requires
that costs of start-up activities be charged to expense as incurred and
broadly defines such costs. The Company has deferred certain costs incurred in
connection with potential business initiatives and new geographic markets, and
SOP 98-5 will require that such deferred costs be charged to results of
operations upon its adoption. SOP 98-5 is effective for fiscal years beginning
after December 15, 1998. The Company will adopt the requirements of SOP 98-5
as of January 1, 1999. The cumulative effect of the change in accounting
principle for the adoption of SOP 98-5 will result in a charge to results of
operations in the Company's financial statements for the three months ended
March 31, 1999; it is currently estimated that such charge will amount to
approximately $2,000,000.

YEAR 2000 COMPLIANCE

The Company is in the process of conducting a comprehensive review of its
computer systems to identify which of its systems will have to be modified,
upgraded or converted to recognize and process dates after December 31, 1999
(the "Year 2000 Issue"), and is in the initial stages of developing an
implementation plan to resolve the issue. The Company expects to incur
internal staff costs, as well as other expenses, related to testing and
updating its systems to prepare for the Year 2000. The Company presently
believes that, with modifications and upgrades to existing software and
successful conversion to new software, the Year 2000 Issue will not pose
significant operational problems for the Company's systems as so modified,
upgraded or converted. Although the Company is in the initial phases of
determining the impact of the Year 2000 Issue, the Company anticipates it will
be fully Year 2000 compliant by September 1, 1999; however, any delays or
omissions by the Company or its customers, suppliers or contractors to resolve
the Year 2000 Issue could materially adversely affect the Company's business,
financial condition or results of operations. There can be no assurance that
amounts to be spent on addressing the Year 2000 Issue will not be material.

INDUSTRY BACKGROUND

GENERAL

The wireless communications industry is growing rapidly as new wireless
technologies are developed and consumers become more aware of the benefits of
wireless services. Wireless technologies are being used in more applications
and the cost of wireless services to consumers is declining. A significant
number of new competitors in the wireless communications industry have
developed as additional frequency spectrum has become available for a wide
range of uses, most notably PCS and PCN. This competition, combined with an
increasing reliance on wireless communications by consumers and businesses,
has led to an increased demand for higher quality, uninterrupted service and
improved coverage, which, in turn, has led to increased demand for
communications sites as new carriers build out their networks and existing
carriers upgrade and expand their networks to maintain their competitiveness.
These trends are affecting the wireless communications industry around the
world.

As the wireless communications industry has become more competitive,
wireless communications carriers have sought operating and capital
efficiencies by outsourcing certain network services and the build-out and
operation of new and existing infrastructure and by co-locating transmission
equipment with other carriers on multiple tenant towers. The need for co-
location has also been driven by the growing trend by municipalities to slow
the proliferation of towers. Further, the Company believes that there has been
a fundamental shift in strategy among established wireless communications
carriers relating to infrastructure ownership. The Company believes that in
order to free up capital for the growth and management of their customer bases
and expansion of their service offerings, such carriers are beginning to seek
to sell their wireless communications infrastructure to, or establish joint
ventures with, experienced infrastructure providers that have the ability to
manage networks. The Company believes that those infrastructure providers with
a proven track record of providing end-to-end services will be best positioned
to successfully acquire access to such wireless communications infrastructure.

The television broadcasting industry is experiencing significant change
because of the impending widespread deployment of digital terrestrial
television. In the United States, the FCC has required the four major networks
(ABC, CBS, NBC and Fox) to commence DTV broadcasts in the top ten markets by
May 1999 and in the top 30 markets by November 1999. In the United Kingdom,
pursuant to the Broadcasting Act 1996, six digital television transmission
multiplexes, which permit the holders to transmit digital television
broadcasting services, have been allocated with digital transmission expected
to commence on a commercial basis in late 1998. Australia, France, Germany,
Japan, Spain and Sweden are expected to be the next countries to introduce
digital terrestrial television, followed by other European nations and later
by developing countries. Many countries are expected to start to establish
digital services within the next five years. The shift to digital transmission
will require network design, development and engineering services and the
significant enhancement of existing broadcast transmission infrastructure,
including new transmission and monitoring equipment and the modification,
strengthening and construction of towers (including over 1,000 tall towers in
the United States). In addition, state-run broadcast transmission networks are
continuing to be privatized throughout the world.

The Company expects these trends to continue around the world in both the
wireless communications and broadcasting industries. The Company believes that
the next logical step in the outsourcing of infrastructure by wireless
communications carriers and broadcasters will be the outsourcing of the
operation of their towers and transmission networks, including the
transmission of their signals, in much the same way as the BBC has done with
its transmission network. This outsourcing will allow carriers to realize
additional operating and capital efficiencies and to focus on management of
their customer bases and expansion of their service offerings. Management
believes that such carriers will only entrust the transmission of their
signals to those infrastructure providers, such as the Company, that have the
ability to manage towers and transmission networks and a proven track record
of providing end-to-end services to the wireless communications and
broadcasting industries.

DEVELOPMENT OF THE TOWER INDUSTRY

United States. The U.S. wireless communications industry was transformed in
the 1970s through the issuance of licenses by the FCC to provide high quality
communications services to vehicle-mounted and hand-held portable telephones,
pagers and other devices. The licensees built and began operating wireless
networks that were supported by communication sites, transmission equipment
and other infrastructure. In the early 1980s, the number of towers began to
expand significantly with the development of more advanced wireless
communications systems, particularly cellular and paging. Nevertheless, as
additional towers were built by the wireless communications carriers, they
often were built for a single purpose rather than as multiple tenant towers.
Further, these towers were generally owned and maintained by carriers and were
treated as corporate cost centers operated primarily for the purpose of
transmitting or receiving such carriers' signals.

During the mid-to-late 1980s, a number of independent operators of towers
began to emerge. These independent tower operators focused on owning and
managing towers with multiple tenants by adding lessees to existing and
reconstructed towers. The Company believes the majority of these operators
were small business owners with a small number of local towers and few
services other than site rental. In the last five years, however, several
larger independent tower operators have emerged as demand for wireless
services has continued to grow and as additional high frequency licenses have
been awarded for new wireless services (including PCS, narrowband paging and
wireless local loop), each requiring networks with extensive tower
infrastructure. These independent tower operators have sought to acquire
smaller operators as well as suitable clusters of towers formerly owned by
carriers and broadcasters in order to establish regional and national "tower
footprints". Carriers expanding or building a network in a geographic area
generally seek to lease space for antennas from a tower company with a
strategically located cluster of towers and other communication sites in that
area in order to efficiently and effectively establish service coverage in a
given market.

Today, towers are owned by a variety of companies, including wireless
communications carriers, local and long distance telecommunications companies,
broadcasting companies, independent tower operators, utilities and railroad
companies. Despite the increasing demand for towers, the tower industry in the
United States remains highly fragmented, with only a few independent tower
operators owning a large number of towers. The pace of consolidation has begun
to accelerate, however, as the larger independent operators continue to
acquire small local operators and purchase towers from wireless communications
companies. In addition, wireless communications carriers are building out new,
or filling in existing, tower footprints for new and existing wireless
services. Independent operators have also expanded into a number of associated
network and communication site services, including the design of communication
sites and networks, the selection and acquisition of tower and rooftop sites
(including the resolution of zoning and permitting issues) and the
construction of towers. Previously, carriers typically handled such services
through in-house departments, and local nonintegrated service contractors
focused on specific segments such as radio frequency engineering and site
acquisition.

Broadcast towers in the United States have typically been owned and operated
on a fragmented basis. Typically, each network affiliate in each major market
owns and operates its own television broadcasting tower. Local stations often
have co-located their transmission equipment on these towers. Radio broadcast
towers have also typically been erected by each station in a given market.
Both television and radio broadcast towers have generally been constructed
only for a single user and would require substantial strengthening to house
new digital transmission equipment or other analog transmission equipment. As
a result, similar to wireless communications towers, such towers historically
have been treated as corporate cost centers operated primarily for the purpose
of transmitting such broadcasters' signals.

United Kingdom. The first towers in the United Kingdom were built for the
BBC's MF radio services. Additional towers were built in the 1940s to transmit
HF radio services around the world. In the 1950s, both the BBC and Independent
Television Authority (the predecessor of the Independent Broadcasting
Authority) built towers for transmission of VHF television. The BBC used some
of these towers and built additional towers in the 1960s for its VHF/FM radio
services. UHF television started in 1964 and is now transmitted from some
1,100

towers. These towers have been built at a relatively constant rate (compared
with wireless communications towers). The majority of tall towers were built
in the 1950s and 1960s. The number of smaller towers built peaked at
approximately 80 per year in the 1970s, reducing to approximately 25 per year
in the early 1990s. The size and structure of towers varies widely due to
location, antenna requirements and wind loading. Towers built primarily for
broadcast transmission are often able to carry wireless communications
antennas. Those that are currently incapable of doing so can be strengthened
or replaced.

Since 1982, the growth of wireless communications in the United Kingdom has
led to significant expansion in the number of towers. Historically, there have
been four major wireless communications carriers in the United Kingdom, each
of which, in general, built towers for its own use, rather than as multiple
tenant owners. These towers are owned and maintained by such carriers and, as
in the United States, were treated as corporate cost centers operated
primarily for the purpose of transmitting or receiving their signals. With the
smaller geographic size of the United Kingdom, as compared to the United
States, these carriers typically constructed their tower footprint to provide
national coverage. Because of this nationwide buildout, independent tower
owners have not developed as they have in the United States. In addition to
wireless communications providers, towers in the United Kingdom are owned by a
variety of companies, such as telecommunications companies, utilities and
railroad companies.

Today, tower owners are upgrading their networks to provide more capacity
and better service to their customers, while new entrants to the wireless
communications market have sought to acquire rapid access to networks that
provide national coverage. With the significant costs associated with the
approval process for and the construction of new towers, and the significant
capital requirements associated with ownership of tower infrastructure,
wireless communications carriers have begun to look to third party tower
owners to co-locate their antennas on existing towers, to build, own and
operate new towers and to acquire such carriers' portfolios of existing
towers.

CHARACTERISTICS OF THE TOWER INDUSTRY

Management believes that, in addition to the favorable growth and
outsourcing trends in the wireless communications and broadcasting industries
and high barriers to entry as a result of regulatory and local zoning
restrictions associated with new tower sites, tower operators benefit from
several favorable characteristics. The ability of tower operators to provide
antenna sites to customers on multiple tenant towers provides them with
diversification against the specific technology, product and market risks
typically faced by any individual carrier. The emergence of new technologies,
carriers, products and markets may allow independent tower operators to
further diversify against such risks. Additionally, tower operators face
increased "Not-In-My-Backyard" ("NIMBY") sentiment by communities and
municipalities, which is reducing the number of opportunities for new towers
to be built and driving the trend toward co-location on multiple tenant
towers.

The Company believes that independent tower operators also benefit from the
contractual nature of the site rental business and the predictability and
stability of monthly, recurring revenues. In addition, the site rental
business has low variable costs and significant operating leverage. Towers
generally are fixed cost assets with minimal variable costs associated with
additional tenants. A tower operator can generally expect to experience
increasing operating margins when new tenants are added to existing towers.

The site rental business typically experiences low tenant churn as a result
of the high costs that would be incurred by a wireless communications carrier
were it to relocate an antenna to another site and consequently be forced to
re-engineer its network. Moving a single antenna may alter the pre-engineered
maximum signal coverage, requiring a reconfigured network at significant cost
to maintain the same coverage. Similarly, a television or FM broadcaster would
incur significant costs were it to relocate a transmitter because, in order to
avoid interruption of its transmissions, it would be necessary for the
broadcaster to install and commence operations of a second broadcast site
prior to ceasing signal transmission at the first site. In addition,
regulatory problems associated with licensing the location of the new antenna
with the FCC, in the United States, or being licensed for the location by the
Radiocommunications Agency (the "RA") in the United Kingdom, may arise if

the new location is at the edge of the wireless communication carrier's
coverage area and if there is a possible adverse impact on other carriers.
Municipal approvals are becoming increasingly difficult to obtain and may also
affect the carrier's decision to relocate. The costs associated with network
reconfiguration and FCC, RA and municipal approval and the time required to
complete these activities may not be justified by any potential savings in
reduced site rental expense.

TRENDS IN THE WIRELESS COMMUNICATIONS AND BROADCASTING INDUSTRIES

The Company's existing and future business opportunities are affected by the
ongoing trends within the two major industries it serves, namely the wireless
communications industry and the radio and television broadcasting industry.
Each of these industries is currently experiencing a period of significant
change that the Company believes is creating an increasing demand for
communication sites and related infrastructure and network support services.

Wireless Communications

The wireless communications industry now provides a broad range of services,
including cellular, PCS, paging, SMR and ESMR. The industry has benefitted in
recent years from increasing demand for its services, and industry experts
expect this demand to continue to increase.

The Company believes that more communication sites will be required in the
future to accommodate the expected increase in demand for wireless
communications services. Further, the Company sees additional opportunities
with the development of higher frequency technologies (such as PCS), which
have a reduced cell range as a result of signal propagation characteristics
that require a more dense network of towers. In addition, network services may
be required to service the network build-outs of new carriers and the network
upgrades and expansion of existing carriers.

In addition to the increasing demand for wireless services and the need to
develop and expand wireless communications networks, the Company believes that
other trends influencing the wireless communication industry have important
implications for independent tower operators. In order to speed new network
deployment or expansion and generate efficiencies, carriers are increasingly
co-locating transmission equipment with that of other network operators. The
trend towards co-location has been furthered by the NIMBY arguments generated
by local zoning/planning authorities in opposition to the proliferation of
towers. Further, the number of competitors in wireless communications is
increasing due to the auction of new spectrum and the deployment of new
technologies. In this increasingly competitive environment, many carriers are
dedicating their capital and operations primarily to those activities that
directly contribute to subscriber growth, such as marketing and distribution.
These carriers, therefore, have sought to reduce costs and increase efficiency
through the outsourcing of infrastructure network functions such as
communication site ownership, construction, operation and maintenance.
Further, the Company believes that these carriers are beginning to seek to
move their tower portfolios off their balance sheets through sales to, or
joint ventures with, experienced tower operators who have the proven
capability to provide end-to-end services to the wireless communications
industry.

United States. Current emerging wireless communications systems, such as PCS
and ESMR, represent an immediate and sizable market for independent tower
operators and network services providers as carriers build out large
nationwide and regional networks. While several PCS and ESMR carriers have
already built limited networks in certain markets, these carriers still need
to fill in "dead zones" and expand geographic coverage. The Cellular
Telecommunications Industry Association ("CTIA") estimates that, as of
December 31, 1997, there were 51,600 antenna sites in the United States. The
Personal Communications Industry Association ("PCIA") estimates that the
wireless communications industry will construct at least 100,000 new antenna
sites over the next 10 years. As a result of advances in digital technology,
ESMR operators, including Nextel, have also begun to design and deploy digital
mobile telecommunications networks in competition with cellular carriers. In
particular response to the increased competition, cellular operators are re-
engineering their networks by increasing the number of sites, locating sites
within a smaller radius, filling in "dead zones" and converting

from analog to digital cellular service in order to manage subscriber growth,
extend geographic coverage and provide competitive services. The demand for
communication sites is also being stimulated by the development of new paging
applications, such as e-mail and voicemail notification and two-way paging, as
well as other wireless data applications. In addition, as wireless
communications networks expand and new networks are deployed, the Company
anticipates that demand for microwave transmission facilities that provide
"backhaul" of traffic between communications sites to or from a central
switching facility will also increase.

Licenses are also being awarded, and technologies are being developed, for
numerous new wireless applications that will require networks of communication
sites. Future potential applications include those that will be deployed by
the winners of licenses auctioned in February and March 1998 for local multi-
point distribution services, including wireless local loop, wireless cable
television, wireless data and wireless Internet access. Radio spectrum
required for these technologies has, in many cases, already been awarded and
licensees have begun to build out and offer services through new wireless
systems. Examples of these systems include local loop networks operated by
WinStar and Teligent, wireless cable networks operated by companies such as
Cellular Vision and CAI Wireless, and data networks being constructed and
operated by RAM Mobile Data, MTEL and Ardis.

United Kingdom. As in the United States, the development of newer wireless
communications technologies, such as PCN and digital Terrestrial Trunked Radio
("TETRA"), provides tower operators with immediate opportunities for site
rental and new tower buildout. The four existing national GSM/PCN carriers
continue to fill in dead zones and add capacity to their networks. Also, the
carrier that is using the TETRA standard, which is similar to GSM and has been
adopted throughout Europe, is deploying a network across the United Kingdom.
The United Kingdom's newly-licensed wireless local loop operators have the
potential to be important site rental customers. Wireless local loop operators
provide telephony services that are comparable to the range and quality of
services delivered over the fixed wire networks. This technology is being
rapidly deployed as a low-cost alternative to fixed networks. To date, a total
of seven spectrum licenses have been awarded to companies planning to deploy
wireless loop systems. In addition, the deployment of a new national digital
PMR system (using the TETRA standard) for the use of the U.K. emergency
services and the announced licensing in early 1999 by the U.K. Government of
UMTS (Universal Mobile Telecommunications Service) networks, which will be the
third generation of cellular, should create additional demand for antenna
space and tower sites.

Radio and Television Broadcasting

General. There are currently three main transmission delivery methods for
television and radio broadcasts: terrestrial, direct-to-home ("DTH") satellite
and cable. Terrestrial technology, the most common delivery method in the
United States and many other countries including the United Kingdom, relies on
signal transmission by wireless telegraphy from a network of terrestrial
transmitters for direct reception by viewers or listeners through an aerial
system. Satellite signals are transmitted to satellites that then beam the
signal over a target area (satellite footprint) for reception by a customer's
satellite dish. A satellite customer must either purchase or rent a dish and a
receiver/decoder and pay subscription fees to the relevant provider. A cable
television customer typically rents a receiver/decoder and pays a subscription
fee to receive services that are distributed to the home through co-axial or
fiber optic cable.

Until the 1990s, all three delivery methods used analog technology, which
remains the most widespread technology in use today. In the early 1990s,
digital technology was developed for radio and television broadcasting and has
begun to be introduced for the transmission of radio and television signals.
Digital transmission is now possible by terrestrial, satellite and cable
methods.

Digital technology allows a number of signals to be compressed and
interleaved, using a technical process called "multiplexing", before the
combined signal is transmitted within a single frequency channel. This process
makes the signal more robust, allowing the use of parts of the spectrum
unavailable to analog. A greater quantity

of audio-visual information can be transmitted with the same amount of
frequency spectrum allowing higher resolution or multiple channels to be
broadcast. At the point of reception, the compression and interleaving are
decoded and individual signals recovered.

Some of the principal advantages of digital compared to analog transmission
include: (i) greater number, choice and flexibility of broadcasting services
offered; (ii) scope for greater interactivity on the part of viewers and
listeners; (iii) greater capacity for pay-television (subscription and pay-
per-view) as well as free-to-air services; and (iv) enhanced picture quality
and sound. The development and timing of implementation of digital
transmission technology to the general public is a function of several
factors, including technological advancement, cost of equipment and conversion
process, quality improvement of visual and sound transmission and demand for
terrestrial bandwidth. The transition to digital transmission will involve
additional costs to viewers and program and transmission service providers.
Viewers will require additional equipment such as set-top boxes or digital
televisions. Program providers have begun to re-equip their studios and
production facilities with digital technology.

United States. Prior to the introduction of digital transmission, the U.S.
broadcasting industry had generally been a mature one in terms of demand for
transmission tower capacity, although even then opportunities existed for
independent tower operators to purchase transmission networks, manage them on
behalf of broadcasters under long-term contracts and lease space on
broadcasting towers to wireless communications carriers.

The FCC-mandated introduction of digital television broadcasting will
provide new opportunities for independent tower operators. The conversion of
broadcasting systems from analog to digital technology will require a
substantial number of new towers to be constructed to accommodate the new
systems and analog equipment displaced from existing towers. Even with DTV
transmissions, television station owners will continue to broadcast the
existing analog signals for a number of years. Broadcasters that own their own
tower infrastructure may elect to remove third-party tenants from their towers
to make room for their own DTV equipment. These displaced tenants, and tower
owners that are unable to remove existing third party tenants from their
towers, will require new towers to accommodate their transmission equipment.
The National Association of Broadcasters projects that by the year 2010
approximately 1,400 tall towers will be required to be built, strengthened or
modified to support DTV, with 200 towers required in the top 50 markets within
the next five years. Further, because of the need for broadcasters to purchase
new transmission equipment to deploy DTV, they will have fewer resources to
devote to the buildout of new tower infrastructure. The Company believes that
these circumstances, along with the relative scarcity of suitable sites and
prevalent NIMBY attitudes, will allow experienced tower operators to build and
operate multiple tenant broadcast towers to transmit DTV signals. These towers
will also be attractive sites for the distribution of FM radio broadcasts.

United Kingdom. The broadcasting industry in the United Kingdom has
generally been a mature one in terms of demand for transmission tower
capacity. Existing towers provide almost universal coverage for analog
transmission, which remains the primary mode of transmission for television
and radio programs in the United Kingdom. Most of the BBC's radio services,
three Independent National Radio services and many local services are
broadcast by analog terrestrial means. Some radio services are also available
by satellite and cable for reception on fixed installations, but not portable
or mobile sets.

Digital television services in the United Kingdom will be launched in 1998
from terrestrial transmitters (DTT), satellite (DST) and cable (DCT). The
Broadcasting Act of 1996 sets out a framework for the licensing of digital
terrestrial multiplexes and an industry interest group has been established to
coordinate the establishment of digital television in the United Kingdom. The
British Government has allocated six multiplexes for DTT: two and one-half of
these multiplexes were reserved for the BBC, ITV, Channel 4, S4C and Channel
5, three were recently awarded to BDB (which is a joint venture of Carlton
Communications PLC and Granada Group PLC) and the other one-half was awarded
to S4C Digital Network. The Company has been awarded the digital transmission
contract for the four multiplexes held by the BBC and BDB, while NTL has been
awarded the digital transmission contract for the other two multiplexes.

Build-out of digital terrestrial transmission equipment in the United
Kingdom is being based on existing analog terrestrial infrastructure,
including transmission sites and towers. In the initial phase of the rollout
of digital terrestrial transmission equipment, 81 analog transmission sites
and towers will be upgraded with new transmitters and associated systems
required to support DTT. Digital broadcasts from these sites are expected to
reach approximately 90% of the U.K. population. It is expected that additional
sites will continue to be upgraded until the "vast majority" of viewers can
receive digital broadcasts.

While no formal timetable has been set for the discontinuation of analog
terrestrial television broadcasting, the British Government has announced its
intention to review, by 2002, the timing of analog "switch-off". When analog
television transmission ceases, large amounts of frequency spectrum will be
released. New uses for this spectrum have not yet been defined but
applications are likely to include other digital broadcasting applications and
mobile communications. The spectrum is inherently suitable for terrestrial
transmission, so it is likely that existing towers will be used to provide
many of the new services.

In September 1995, the BBC launched the United Kingdom's first digital radio
service, which is now broadcast to approximately 60% of the U.K. population
from 29 transmission sites. Independent National Radio ("INR") and Independent
Local Radio licenses for additional digital radio multiplexes are expected to
be issued by the end of 1998.

To date, existing broadcast towers have been used as transmission sites for
the BBC's digital radio service, and it is anticipated that existing towers
also will be used for the independent services, often sharing the antennas
used for the BBC's digital radio service. While digital radio has the
advantage of using a single frequency network, which enables expanded
geographic coverage as compared with the multiple frequency networks used for
analog radio, to replicate the coverage of analog radio it will be necessary
to broadcast digital radio from more sites than at present. Although detailed
planning has not yet begun, it is expected that existing towers will provide
the necessary sites. As with DTT, the Company believes that ownership of key
broadcasting sites across the United Kingdom will allow an experienced
operator to provide the infrastructure necessary to accomodate the growth in
digital radio at minimum cost.

BUSINESS

The Company is a leading U.S. and international provider of wireless
communications and broadcast transmission infrastructure and related services.
The Company owns, operates and manages towers, rooftop sites and broadcast
transmission networks, and provides a full range of complementary services
including network design and site selection, site acquisition, site
development and construction, antenna installation and network management and
maintenance. The Company has 19 years of experience in the ownership, leasing
and management of wireless communications sites and a 75-year history of
broadcast transmission and network management. Based on its industry position
and experience, the Company believes it is positioned to capitalize on global
growth opportunities arising from (i) the expansion of existing networks and
the introduction of new networks in the wireless communications industry, (ii)
the consolidation of tower ownership generally, including the transfer of
infrastructure ownership from major wireless communications carriers to
independent infrastructure providers, (iii) the ongoing privatization of
state-run broadcast transmission networks around the world and (iv) the
widespread introduction of digital transmission technology in the broadcasting
industry. For the year ended December 31, 1997 and the six months ended June
30, 1998, the Company had pro forma revenues of $180.9 million and $95.0
million, respectively.

The Company's site rental business involves leasing antenna space to
customers on its owned and managed towers and rooftop sites. The Company
generally receives fees for installing a customer's equipment and antennas on
a tower and also receives monthly rental payments from customers under site
leases that typically range in term from three to five years. The Company's
major site rental customers include Aerial Communications, AT&T Wireless, Bell
Atlantic Mobile, BellSouth Mobility, Motorola, Nextel, PageNet, Sprint PCS and
TSR Wireless in the United States and Cellnet, National Transcommunications
Limited, One2One, Orange Personal Communications and Vodafone in the United
Kingdom.

The Company's broadcast transmission business includes both the transmission
of analog and digital television and radio broadcasts and the construction of
new multiple tenant broadcast towers. In the United Kingdom, the Company
provides analog transmission services for two national television services,
seven national radio services and 37 local radio stations through its network
of 3,465 transmitters. These services are provided under long-term contracts
with the BBC and two national commercial radio companies. In addition, the
Company has long-term contracts to provide digital transmission services to
the BBC and BDB, which together are the holders of four of the six multiplexes
for digital terrestrial television broadcasting throughout the United Kingdom.
In the United States, the Company plans to build new multiple tenant broadcast
towers in locations where additional tower capacity is required to accommodate
digital transmission equipment and analog transmission equipment displaced
from existing towers.

The Company has developed, maintains and deploys primarily for its own use
extensive wireless communications and broadcast transmission network design
and radio frequency engineering expertise, as well as site acquisition, site
development and construction and antenna installation capabilities. The
Company has a team of over 300 engineers with state-of-the-art wireless
communications and broadcast transmission network design and radio frequency
engineering expertise. The Company plans to leverage its technical expertise
and operational experience to enter into build-to-suit and purchase contracts
with, and to enter into joint ventures to own and operate the wireless
communications infrastructure of, various wireless communications carriers
around the world. The Company believes the primary criteria of such carriers
in selecting a company to construct, own or operate their wireless
communications infrastructure will be the company's capability to maintain the
integrity of their networks, including their transmission signals. Therefore,
the Company believes that those companies with a proven track record of
providing end-to-end services will be best positioned to successfully acquire
access to such wireless communications infrastructure.

leasing to customers. The Company's major tower footprints consist of 754
owned and managed towers located across the United Kingdom, 207 owned and
managed towers located in western Pennsylvania (primarily in and around the
greater Pittsburgh area), 185 owned and managed towers located in the
southwestern United States (primarily in Texas), 14 owned towers located on
mountaintops across Puerto Rico and 22 towers along I-95 in North Carolina and
South Carolina. In addition, the Company is currently constructing 55 new
towers on existing sites and has 38 site acquisition projects in process for
sites for its own use.

The Company is actively seeking opportunities for strategic acquisitions of
communications sites and transmission networks and is currently pursuing a
number of potential significant acquisitions, investments and joint venture
opportunities. In connection with a site marketing agreement recently entered
into between the Company and BellSouth Mobility, the Company and BellSouth
have agreed to explore future arrangements relating to the ownership,
utilization and management of BellSouth's tower sites throughout the United
States. The Company is also intending to submit a bid in connection with an
auction by a major Regional Bell Operating Company of its U.S. wireless
communications infrastructure. Similarly, the Company has bid on the tower
assets, which encompass more than 250 U.S. tower sites, currently being
auctioned by Vanguard Cellular. In addition to these U.S. opportunities, the
Company is pursuing acquisition opportunities in Australia and New Zealand,
including in certain instances together with other partners. For example, the
Company, together with Fay Richwhite & Company Limited and Berkshire Partners
LLC, has submitted a bid in respect of a wireless communications network,
including its tower infrastructure and radio frequency spectrum. If the bid is
successful and the transaction is consummated, the Company anticipates that it
would invest up to approximately $50.0 million for a substantial minority
interest in the acquired business. The Company is also pursuing acquisition
opportunities in connection with privatizations of state-owned networks. Any
of the foregoing could result in an agreement with respect to a significant
acquisition, investment or joint venture in the near term. However, the
Company has not entered into any agreements in respect of, and believes that
there are a number of competing bidders for, these opportunities. As a result,
the Company does not believe that any of these acquisition opportunities have
become probable. Therefore, there can be no assurance that the Company will
consummate any of the foregoing transactions in the near term or at all. See
"Risk Factors--Broad Discretion in Application of Proceeds" and "Risk
Factors--Managing Integration and Growth".

BACKGROUND

Founded in 1994, the Company acquired 127 towers located in Texas, Colorado,
New Mexico, Arizona, Oklahoma and Nevada from PCI in 1995. Also in 1995, in
order to expand its geographic coverage, scope of services and client base,
the Company consummated the Spectrum Acquisition for a leading rooftop
management and engineering firm that manages rooftop sites. The Spectrum
Acquisition provided the Company with management revenues for 44 rooftop
sites, as well as important relationships with carriers, and gave the Company
an entry into the market for wireless network services.

In 1996, the Company acquired from Motorola a strategic cluster of 14 towers
located on mountaintops across Puerto Rico, as well as one rooftop site and an
island-wide microwave and SMR system. The Puerto Rico Acquisition gave the
Company a strategic tower footprint, and positioned the Company to be a
leading independent tower operator in the Puerto Rican market. In addition, in
July 1996, CCIC purchased an option to acquire 36% of TEA, which represented a
significant step for the Company towards becoming a full service provider of
wireless network services. TEA is a leading site acquisition firm offering
carriers specialized expertise in site selection, site acquisition, zoning,
permit procurement and project management. In May 1997, CCIC acquired all the
outstanding shares of TEA. In June 1997, the Company purchased a minority
interest in VISI, which intends to provide computerized geographic information
for a variety of business applications (including site acquisition and
telecommunication network design).

In February 1997, CCIC, along with Candover Investments plc, TdF and
Berkshire, formed CTI to purchase the BBC Home Service Transmission Business.
Following the CTI Investment, the Company owned 34.3% of CTI. The BBC Home
Service Transmission Business included ownership of approximately 730 towers
in the United Kingdom and rights to locate broadcast transmission equipment on
an additional 558 towers in the United Kingdom owned by NTL, CTI's primary
competitor. In addition, CTI entered into a 10-year contract with the

BBC to provide analog television and analog and digital radio transmission
services in the United Kingdom. With the acquisition of the BBC Transmission
Business, the Company, through its affiliation with CTI, gained access to an
expertise in broadcast transmission upon which the Company believes it can
capitalize in other markets.

In August 1997, CCIC expanded its tower footprints and enhanced its network
services offering in the United States by consummating the Crown Merger. The
assets acquired through the Crown Merger included 61 owned towers and
exclusive rights to lease antenna space on 147 other towers and rooftop sites,
most of which are located in and around the greater Pittsburgh area, giving
the Company a significant presence in that market. The remaining acquired
Crown communication sites are located in Pennsylvania, West Virginia,
Kentucky, Ohio and Delaware. The Crown assets included engineering and
operational expertise and management experience. The Crown Merger also
provided the Company with relationships with major wireless communications
carriers such as Aerial Communications, AirTouch Cellular, Bell Atlantic
Mobile, AT&T Wireless, PageNet, Nextel and Sprint PCS.

THE ROLL-UP

On April 24, 1998, the Company entered into a Share Exchange Agreement
pursuant to which, concurrently with the closing of the Offering, (i) all
shareholders of CTSH (other than the Company, TdF and DFI) will exchange their
shares of capital stock of CTSH for shares of Common Stock of the Company and
(ii) DFI will exchange its shares of capital stock of CTSH for shares of Class
A Common Stock of the Company. In connection with such exchanges, the Company
will exercise warrants to acquire additional shares of capital stock of CTSH
and subscribe for additional shares of capital stock of CTSH. Such
transactions are collectively referred to herein as the "Exchange". Upon
consummation of the Exchange, the Company will own 80.0% of CTSH and TdF will
own the remaining 20.0%. Immediately prior to the Exchange, (i) each share of
the Company's Existing Class A Common Stock will be converted into 1.523148
shares of Common Stock, (ii) each share of the Company's Existing Class B
Common Stock will be reclassified as one share of Common Stock and (iii) each
share of the Company's Existing Preferred Stock will be converted into one
share of Common Stock. See "The Roll-Up".

Upon the consummation of the Offering, after giving effect to the Roll-Up:
(i) DFI will own all of the outstanding Class A Common Stock (which is
convertible into shares of Common Stock and represents a 10.4% beneficial
ownership interest in the Company's Common Stock) and DFI and TdF together
will (after giving effect to the TdF Conversions) beneficially own 25.0% of
the Company's Common Stock; (ii) the Candover Group will beneficially own
11.6% of the Company's Common Stock; (iii) the Berkshire Group will
beneficially own 21.2% of the Company's Common Stock; (iv) the Centennial
Group will beneficially own 10.0% of the Company's Common Stock; (v) the Crown
Parties will beneficially own 3.8% of the Company's Common Stock; and (vi)
executive officers of the Company (excluding Mr. Crown) will beneficially own
6.1% of the Company's Common Stock. See "Principal and Selling Stockholders".

Following the Roll-Up, TdF will have certain significant governance and
other rights with respect to the Company and the CTI business. Subject to
certain conditions, TdF's consent will be required for the Company or CTI to
undertake certain actions, including making certain acquisitions or
dispositions, entering into strategic alliances with certain parties and
engaging in certain business combinations. See "Risk Factors--Risks Related to
Agreements with TdF" and "The Roll-Up--Roll-Up Agreements".

In addition, subject to certain conditions, (i) during the two year period
following consummation of the Offering, TdF will have the right to exchange
its shares of capital stock of CTSH for shares of Class A Common Stock of the
Company at the Exchange Ratio (as defined) and (ii) on the second anniversary
of the consummation of the Offering, the Company will have the right to
require TdF to exchange its shares of capital stock of CTSH for shares of
Class A Common Stock of the Company at the Exchange Ratio; provided, however,
that in each case TdF will retain ownership of one CTSH share and, therefore,
will retain its governance rights with respect to CTI until its ownership
interest in the Company falls below 5%. See "Risk Factors--Risks Related to
Agreements with TdF", "The Roll-Up--Roll-Up Agreements" and "Description of
Capital Stock".

BUSINESS STRATEGY

The Company's objective is to become the premier global provider of wireless
communications and broadcast transmission infrastructure and related services.
The Company's experience in establishing and expanding its existing tower
footprints, its experience in owning and operating both analog and digital
transmission networks, its significant relationships with wireless
communications carriers and broadcasters and its ability to offer customers
its in-house technical and operational expertise, uniquely position it to
capitalize on global growth opportunities. The key elements of the Company's
business strategy are to:

. LEVERAGE EXPERTISE OF CCI AND CTI PERSONNEL TO IMPLEMENT GLOBAL GROWTH
STRATEGY. The Company is seeking to leverage the skills of its personnel
in the United States and the United Kingdom. The Company believes that
its ability to manage networks, including the transmission of signals,
will be an important competitive advantage in its pursuit of global
growth opportunities. With its wireless communications and broadcast
transmission network design and radio frequency engineering expertise,
the Company is well positioned (i) to partner with major wireless
communications carriers to assume ownership of their existing towers,
(ii) to provide build-to-suit towers for wireless communications
carriers and broadcasters and (iii) to acquire existing broadcast
transmission networks that are being privatized around the world.

. PARTNER WITH WIRELESS COMMUNICATIONS CARRIERS TO ASSUME OWNERSHIP OF
THEIR EXISTING TOWERS. The Company is seeking to partner with major
wireless communications carriers to assume ownership of their existing
towers directly or through joint ventures. The Company believes the
primary criteria of such carriers in selecting a company to own and
operate their wireless communications infrastructure will be the
company's perceived capability to maintain the integrity of their
networks, including their transmission signals. Therefore, the Company
believes that those companies with a proven track record of providing
end-to-end services will be best positioned to successfully acquire
access to such wireless communications infrastructure. The Company is
currently in discussions with major wireless communications carriers in
the United States to form joint ventures that would own and operate
their towers and believes that similar opportunities will arise globally
as the wireless communications industry further expands.

opportunities, leveraging on its ability to offer end-to-end services.
In addition, the Company intends to pursue build-to-suit opportunities
through any joint venture or similar arrangement it establishes in
connection with the acquisition of existing towers from wireless
communications carriers.

. ACQUIRE EXISTING BROADCAST TRANSMISSION NETWORKS. In 1997, CTI
successfully acquired the privatized domestic broadcast transmission
network of the BBC. In addition, the Company is implementing the roll-
out of digital television transmission services throughout the United
Kingdom. As a result of this experience, the Company is well positioned
to acquire other state-owned analog and digital broadcast transmission
networks globally when opportunities arise. These state-owned broadcast
transmission networks typically enjoy premier sites giving an acquiror
the ability to offer unused antenna capacity to new and existing radio
and television broadcasters and wireless communications carriers, as
well as to install new technologies such as digital terrestrial
transmission services. In addition, the Company's experience in
broadcast transmission services allows the Company to consider, when
attractive opportunities arise, acquiring wireless transmission networks
as well as the acquisition of associated wireless communications
infrastructure. The Company is currently pursuing a number of
international acquisition and privatization opportunities.

THE COMPANY

CCIC is a holding company that conducts all of its business through its
subsidiaries. CCIC's two principal operating subsidiaries are CCI, through
which it conducts its U.S. operations, and CTI, through which it conducts its
U.K. operations.

U.S. OPERATIONS

The Company's primary business focus in the United States is the leasing of
antenna space on multiple tenant towers and rooftops to a variety of wireless
communications carriers under long-term lease contracts. Supporting its
competitive position in the site rental business, the Company maintains in-
house expertise in, and offers its customers, infrastructure and network
support services that include network design and communication site selection,
site acquisition, site development and construction and antenna installation.

The Company leases antenna space to its customers on its owned and managed
towers. The Company generally receives fees for installing customers'
equipment and antennas on a tower and also receives monthly rental payments
from customers payable under site rental leases that generally range in length
from three to five years. The Company's U.S. customers include such companies
as Aerial Communications, AirTouch Cellular, Arch Communications, AT&T
Wireless, Bell Atlantic Mobile, BellSouth Mobility, Cellular One, Federal
Express, Lucent Technologies, Motorola, Nextel, Nokia, PageNet, Skytel, Sprint
PCS and TSR Wireless, as well as private network operators and various federal
and local government agencies, such as the Federal Bureau of Investigation,
the Internal Revenue Service and the U.S. Postal Service.

At June 30, 1998, the Company owned or managed 490 towers and 66 revenue
producing rooftop sites in the United States and Puerto Rico. In addition, the
Company had 1,217 rooftop sites under management throughout the United States
that were not revenue producing but were available for leasing to customers.
The Company's major U.S. tower footprints are located in western Pennsylvania
(primarily in and around the greater Pittsburgh area), in the southwestern
United States (primarily in western Texas), across Puerto Rico and along I-95
in North Carolina and South Carolina. The Company plans to enhance and expand
its tower footprints by building and acquiring multiple tenant towers in
locations attractive to site rental customers. To that end, the

Company has developed, maintains and deploys for its own use extensive network
design and radio frequency engineering expertise, as well as site selection,
site acquisition and tower construction capabilities. The Company plans to
leverage CCI's expertise and experience in building and acquiring new towers
by entering into build-out, purchase or management contracts with various
carriers and tower owners. For example, pursuant to an agreement with Nextel,
as of June 30, 1998, the Company had constructed or purchased 42 sites, was in
the process of constructing or receiving permits for an additional 28 sites
and has the option to construct or purchase up to 108 additional multiple
tenant towers with Nextel as an anchor tenant along certain interstate
corridors. In addition, pursuant to this agreement, the Company purchased 46
of Nextel's existing towers clustered in various markets, including
Philadelphia, Houston, Dallas and San Antonio and has the option to purchase
four additional towers.

Communication Site Footprints

At June 30, 1998, the Company owned 361 towers and managed an additional 129
towers and 66 revenue producing rooftop sites in the United States and Puerto
Rico. The Company is in the process of building 47 towers. The following table
indicates, as of June 30, 1998, the type and geographic concentration of CCI's
owned and managed towers and revenue producing rooftop sites:

NUMBER % OF TOTAL
------ ----------

Towers:
Pennsylvania................................................ 207 37.2%
Texas....................................................... 133 23.9
New Mexico.................................................. 34 6.1
Mississippi................................................. 21 3.7
Ohio........................................................ 16 2.9
West Virginia............................................... 16 2.9
Puerto Rico................................................. 14 2.5
Arizona..................................................... 11 2.0
North Carolina.............................................. 11 2.0
South Carolina.............................................. 11 2.0
All Others.................................................. 16 2.9
--- -----
490 88.1
Rooftops(a)................................................... 66 11.9
--- -----
Total..................................................... 556 100.0%
=== =====

- --------
(a) CCI manages an additional 1,217 rooftop sites throughout the United States
that do not currently produce revenue but are available for leasing to its
customers.

The Company expects to significantly broaden its existing U.S. tower
footprints and expand into new strategically clustered sites by building
additional towers. To that end, the Company, through CCI, has developed and
maintains and deploys for its own use extensive network design and radio
frequency engineering expertise and tower construction capabilities. The
Company plans to leverage CCI's network design expertise to build towers in
areas where carriers' signals fail to transmit in their coverage area. The
areas, commonly known as "dead zones", are attractive tower locations.
Building a tower only after securing an anchor tenant, the Company usually has
been able to add additional carriers that have the same "dead zone", the
Company also plans to leverage CCI's expertise and experience in building new
towers by entering into build-out or purchase contracts with various carriers,
such as the Nextel Agreement. As of June 30, 1998, the Company had constructed
42 towers in western Pennsylvania, Ohio, Texas, South Carolina, Virginia and
North Carolina to enhance its regional presence in these areas. As part of the
Nextel Agreement, the Company had the option to build or purchase up to 250
towers along interstate highways in the midwestern and eastern United States
over the next two years. As of June 30, 1998, 42 of these sites had been
completed, an additional 28 sites were in various stages of permitting and
construction, ten sites had been identified as candidates for purchase and 62
sites had been rejected because they did not meet the Company's investment
criteria. See "--Significant Contracts--Nextel Agreement".

The Company plans to use the towers acquired in the Crown Merger as a model
for the towers it intends to build when population density and perceived
demand are such that the Company believes the economics of constructing such
towers are justified. Management believes the Crown towers are superior to
those of its competitors because of their capacity and quality engineering.
The multiple tenant design of the Crown towers obviates the need for expensive
and time consuming modifications to upgrade undersized towers, saving critical
capital and time for carriers facing time-to-market constraints. Using only
hot dipped galvanized structures exceeding the standards of the American
National Standards Institute, Electronics Industry Association and
Telecommunications Industry Association, the Company builds towers capable of
accommodating a large number of wireless antennas. The towers are also
designed to easily add additional customers, and the equipment shelters are
built to accommodate another floor for new equipment and air conditioning
units when additional capacity is needed. The tower site is zoned for multiple
carriers at the time the tower is constructed to allow new carriers to quickly
utilize the site. In addition, the towers, equipment shelters and site
compounds are engineered to protect and maintain the structural integrity of
the site. Tower sites are designed to withstand severe wind, lightning and
icing conditions, have shelters with exclusive security card access and are
surrounded by ten foot barbed wire fences.

The Company also plans to acquire towers in order to develop new tower
footprints or to broaden its existing tower footprints. The Company believes
that wireless communications carriers have begun to seek to sell, or establish
joint ventures for the ownership of, their tower networks. See "Industry
Background". The Company is actively seeking to enter into such arrangements
with major wireless communications carriers. On a smaller scale, as part of
the Nextel Agreement, the Company has purchased 46 of Nextel's existing towers
and has the option to purchase an additional four towers. The Company believes
that these towers will provide it with a portfolio of strategic clusters in
Philadelphia, Houston, Dallas and San Antonio. The Company plans to continue
to acquire additional towers from carriers, such as Nextel, and other
independent tower operators as opportunities present themselves, although the
Company currently has no agreements with regard to any such acquisitions.

The Company generally believes it has significant capacity on a number of
its towers in the United States and Puerto Rico. Many of the towers it
acquired prior to the Crown Merger, however, may require significant
modifications and improvements to raise them to the quality specifications of
the Crown towers or to add additional customers. The Company intends to pursue
these upgrades where it believes it can achieve appropriate returns to merit
the necessary expenditure.

Products and Services

The Company's products and services can be broadly categorized as either
site rental, network services or broadcast site rental and services. Network
services provided through CCI include network design and site selection, site
acquisition, site development and construction and antenna installation.

Site Rental

In the United States, the Company rents antenna space on its owned and
managed towers and rooftops to a variety of carriers operating cellular, PCS,
SMR, ESMR, paging and other networks. The Company's U.S. site rental business
has its headquarters in Pittsburgh, with sales offices in Houston,
Albuquerque, Philadelphia and San Juan.

Tower Site Rental. The Company leases space to its customers on its owned
and managed towers. The Company generally receives fees for installing
customers' equipment and antennas on a tower (as provided in the Company's
network services programs) and also receives monthly rental payments from
customers payable under site leases. In the United States, the majority of the
Company's outstanding customer leases, and the new leases typically entered
into by the Company, have original terms of five years (with three or four
optional renewal periods of five years each) and provide for annual price
increases based on the Consumer Price Index.

The Company also provides a range of site maintenance services in order to
support and enhance its site rental business. The Company believes that by
offering services such as antenna, base station and tower maintenance and
security monitoring, it is able to offer quality services to retain its
existing customers and attract future customers to its communication sites.
The Company was the first site management company in the United States
selected by a major wireless communications company to exclusively manage its
tower network and market the network to other carriers for co-location.

The following table describes the Company's top ten revenue producing towers
in the United States and Puerto Rico:

NUMBER OF NUMBER OF JUNE 1998
NAME LOCATION HEIGHT (FT) TENANT LEASES ANTENNAS MONTHLY REVENUE
- ---- ------------ ----------- ------------- --------- ---------------

Crane................... Pennsylvania 450 102 134 $ 74,327
Bluebell................ Pennsylvania 300 110 98 52,645
Monroeville............. Pennsylvania 500 65 91 38,483
Lexington............... Kentucky 500 89 85 38,354
Sandia Crest............ New Mexico 140 20 41 27,937
Cranberry............... Pennsylvania 400 45 86 26,732
Greensburg.............. Pennsylvania 375 39 65 24,641
El Yunque............... Puerto Rico 200 35 77 24,452
Cerro de Punta.......... Puerto Rico 220 37 58 24,327
Beaver.................. Pennsylvania 500 43 56 24,287
--- --- --------
Total............... 585 791 $356,185
=== === ========

The Company has entered into master lease agreements with Aerial
Communications, AT&T Wireless, Bell Atlantic Mobile, Nextel and Sprint PCS,
among others, which provide certain terms (including economic terms) that
govern new leases entered into by such parties during the term of their master
lease agreements, including the lease of space on towers in the Pittsburgh
major trading area ("Pittsburgh MTA"), which includes greater Pittsburgh and
parts of Ohio, West Virginia and western Pennsylvania. Each of the Aerial
Communications and Sprint PCS agreements has a 10-year master lease term
through December 2006, with one 10-year and one five-year renewal period.
Rents are adjusted periodically based on the cumulative Consumer Price Index.
Nextel's master lease agreement with the Company has a 10-year master lease
term through October 2006, with two 10-year renewal options. The Company has
also entered into an independent contractor agreement with Nextel. The Bell
Atlantic Mobile agreement has a 25-year master lease term through December
2020. The Company has also entered into a master lease agreement with Bell
Atlantic whereby the Company has the right to lease antenna space to customers
on towers controlled by Bell Atlantic Mobile. See "--Significant Contracts".

The Company has significant site rental opportunities arising out of its
agreements with Bell Atlantic Mobile and Nextel. In its lease agreement with
Bell Atlantic Mobile, the Company has exclusive leasing rights for 117
existing towers and currently has sublessees on 59 of these towers in the
greater Pittsburgh area. The lease agreement provides that CCI may sublet
space on any of these towers to another carrier subject to certain approval
rights of Bell Atlantic Mobile. To date Bell Atlantic Mobile has never failed
to approve a sublease proposed by CCI. In connection with the Nextel
Agreement, as of June 30, 1998, the Company has the option to own and operate
up to 108 additional towers. See "--Significant Contracts".

Rooftop Site Rental. The Company is a leading rooftop site management
company in the United States. Through its subsidiary, Spectrum, the Company
develops new sources of revenue for building owners by effectively managing
all aspects of rooftop telecommunications, including two-way radio systems,
microwave facilities, fiber optics, wireless cable, paging and rooftop
infrastructure services. Spectrum's staff includes radio frequency engineers,
managers, technicians and licensing personnel with extensive experience.

The Company generally enters into management agreements with building owners
and receives a percentage of the revenues generated from the tenant license
agreements. Specifically, the Company designs and contracts these sites,
actively seeks multiple wireless communications carriers, prepares end-user
license agreements, and then manages and enforces the agreements. In addition,
the Company handles billing and collections and all calls and questions
regarding the site, totally relieving the building's management of this
responsibility.

Through Spectrum, the Company focuses on providing electronic compatibility
for antennas, and maximization of revenue for building owners. In the United
States, radio frequencies are assigned by the FCC but are not coordinated by
proposed site. For this reason, Spectrum has developed its own computerized
engineering program to determine the electronic compatibility of all users at
each site. This program enables Spectrum to maximize site usage. Spectrum
surveys each site and evaluates its location, height, physical and electronic
characteristics, and its engineers prepare a computer analysis to determine
the optimum location for different types of equipment and frequencies. Based
on this analysis, potential site users are identified.

In addition to the technical aspects of site management, the Company
provides operational support for both wireless communications carriers looking
to build out their wireless networks, and building owners seeking to outsource
their site rental activities. CCI stores and regularly updates relevant site
data, such as the location of communications and broadcast equipment, into a
database, which can be utilized to help wireless communications carriers plan
and build out their networks.

Network Services

Through designing, building and operating its own communication sites, the
Company, through CCI, has developed an in-house expertise in certain value-
added services that it offers to the wireless communications and broadcasting
industries. Because the Company views CCI as a turnkey provider with "end-to-
end" design, construction and operating expertise, it offers its customers the
flexibility of choosing between the provision of a full ready-to-operate
network infrastructure or any of the component services involved therein. Such
services include network design and site selection, site acquisition, site
development and construction and antenna installation.

Network Design and Site Selection. The Company has extensive experience in
network design and engineering and site selection. While the Company maintains
sophisticated network design services primarily to support the location and
construction of Company-owned multiple tenant towers, the Company does from
time to time provide network design and site selection services to carriers
and other customers on a consulting contract basis. The Company's network
design and site selection services provide customers with relevant information
including recommendations regarding location and height of towers, appropriate
types of antennas, transmission power and frequency selection and related
fixed network considerations. In 1997, the Company provided network design
services primarily for its own footprints and also for certain customers,
including Triton Communications, Nextel, Aerial Communications and Sprint.
These customers were typically charged on a time and materials basis.

To capitalize on the growing concerns over tower proliferation, the Company
has developed a program called "Network Solutions" through which it will
attempt to form strategic alliances with local governments to create a single
communications network in their communities. To date the Company's efforts
have focused on western Pennsylvania, where it has formed alliances with three
municipalities. These alliances are intended to accommodate wireless
communications carriers and local public safety, emergency services and
municipal services groups as part of an effort to minimize tower
proliferation. By promoting towers designed for co-location, these alliances
will reduce the number of towers in communities while serving the needs of
wireless communications carriers and wireless customers.

Site Acquisition. In the United States, the Company is engaged in site
acquisition services for its own purposes and for third parties. Based on data
generated in the network design and site selection process, a "search ring",
generally of a one-mile radius, is issued to the site acquisition department
for verification of

possible land purchase or lease deals within the search ring. Within each
search ring, Geographic Information Systems ("GIS") specialists select the
most suitable sites, based on demographics, traffic patterns and signal
characteristics. Once a site is selected and the terms of an option to
purchase or lease the site are completed, a survey is prepared and the
resulting site plan is created. The plan is then submitted to the local
zoning/planning board for approval. If the site is approved, the Company's
construction department takes over the process of constructing the site.

The Company provides solutions to the NIMBY dilemma of wireless companies by
building more environmentally neutral and aesthetically acceptable towers.
Designs have included a clock tower, bell tower and others that will allow
communications companies to build in areas that otherwise would not permit a
tower to be built.

In 1997, CCI provided site acquisition services to eight customers,
including Aerial Communications, AirTouch Cellular, AT&T Wireless, Bell
Atlantic Mobile, BellSouth Mobility, GTE Mobilnet, Nextel, Omnipoint,
Pagemart, Sprint PCS and Teligent. These customers engage the Company for such
site acquisition services on either a fixed price contract or a time and
materials basis.

Site Development and Construction and Antenna Installation. The Company has
provided site development and construction and antenna installation services
to the U.S. communications industry for over 14 years. The Company has
extensive experience in the development and construction of tower sites and
the installation of antenna, microwave dishes and electrical and
telecommunications lines. The Company's site development and construction
services include clearing sites, laying foundations and electrical and
telecommunications lines, and constructing equipment shelters and towers. The
Company has designed and built and presently maintains tower sites for a
number of its wireless communications customers and a substantial part of its
own tower network. The Company can provide cost-effective and timely
completion of construction projects in part because its site development
personnel are cross-trained in all areas of site development, construction and
antenna installation. A varied inventory of heavy construction equipment and
materials are maintained by the Company at its 45-acre equipment storage and
handling facility in Pittsburgh, which is used as a staging area for projects
in major cities in the eastern region of the United States. The Company
generally sets prices for each site development or construction service
separately. Customers are billed for these services on a fixed price or time
and materials basis and the Company may negotiate fees on individual sites or
for groups of sites. The Company has the capability and expertise to install
antenna systems for its paging, cellular, PCS, SMR, ESMR, microwave and
broadcasting customers. As this service is performed, the Company uses its
technical expertise to ensure that there is no interference with other
tenants. The Company typically bills for its antenna installation services on
a fixed price basis.

The Company's construction management capabilities reflect Crown's extensive
experience in the construction of networks and towers. For example, Crown was
instrumental in launching networks for Sprint PCS, Nextel and Aerial
Communications in the Pittsburgh MTA. In addition, Crown supplied these
carriers with all project management and engineering services which included
antenna design and interference analyses.

In 1997, the Company provided site development and construction and antenna
services to approximately 21 customers in the United States, including Nextel,
Sprint PCS, AT&T Wireless, Aerial Communications and Bell Atlantic Mobile.

Broadcast Site Rental and Services

The Company also provides site rental and related services to customers in
the broadcasting industry in the United States. The launch of DTV in the
United States will require significant expansion and modification of the
existing broadcast infrastructure. Because of the significant cost involved in
the construction or modification of tall towers, along with the large capital
expenditures broadcasters will incur in acquiring digital broadcast equipment,
management believes that the television broadcasting industry, which has
historically been opposed to co-location and third party ownership of
broadcast infrastructure, will seek to outsource tower ownership due to cost
constraints. See "Industry Background".

The Company is in the process of forming a joint venture with TdF to pursue
tall tower buildout and network ownership opportunities. This entity, which is
expected to be approximately 70%-owned by the Company, will seek to capitalize
on CTI's and TdF's experience in the broadcast transmission market.
Management's objective is to become a leader in the buildout of the
approximately 200 tall towers expected to be built in the United States over
the next five years. Management believes that the Company's experience in
providing digital transmission services in the United Kingdom will make the
joint venture an attractive provider of broadcast services to the major
networks and their affiliates. In addition, the joint venture will seek to
partner with public broadcasting stations that own property zoned for tall
towers, but that lack sufficient resources and expertise to build a tower.
After reaching agreement with the public broadcasting station, the joint
venture will attempt to co-locate on the tower the transmitters of major and
medium-sized commercial broadcast television stations and high powered FM
radio stations as well as wireless communications carriers.

Electronic news gathering ("ENG") systems benefit from the towers and
services offered by the Company. The ENG trucks, often in the form of local
television station news vans with telescoping antennas on their roofs, send
live news transmission back to the studio from the scene of an important
event. Typically, these vans cannot transmit signals beyond about 25 miles. In
addition, if they are shielded from the television transmitter site, they
cannot make the connection even at close range. The Company has developed an
ENG repeater system that can be used on many of its towers in western
Pennsylvania and expects to develop similar systems in other markets in which
it has or develops tower footprints. This system allows the ENG van to send a
signal to one of the Company's local towers where the signal is retransmitted
back to the television transmitter site. The retransmission of the signal from
the Company's tower to the various television transmitter sites is done via a
microwave link. The Company charges the station for the ENG receiver system at
the top of its tower and also charges them for the microwave dish they place
on its tower. The Company's ENG customers are affiliates of the NBC, ABC, CBS
and Fox networks.

The Company also has employees with considerable direct construction
experience and market knowledge in the U.S. broadcasting industry, having
worked with numerous television networks around the United States, and a
number of other local broadcasting companies. The Company has installed master
FM and television systems on buildings across the country. It has supervised
the construction and operation of the largest master FM antenna facility in
the United States and has engineered and installed two 2,000 foot broadcast
towers with master FM antennas. Management believes that this experience may
help the Company negotiate favorable antenna site lease rates and construction
contracts for both tower and rooftop sites, and to gain an expertise in the
complex issues surrounding electronic compatibility and RF engineering.

Significant Contracts

The Company has many agreements with telecommunications providers in the
United States, including leases, site management contracts and independent
contractor agreements. The Company's reciprocal leasing arrangements with Bell
Atlantic Mobile, its agreement with Nextel and the BellSouth Site Marketing
Agreement present unique opportunities for CCI to (i) acquire clusters of
towers in new markets, (ii) expand its existing tower footprints by
constructing multiple tenant towers with long-term anchor tenants and (iii)
increase utilization of existing towers and rooftop sites.

Bell Atlantic Mobile

On December 29, 1995, the Company and Bell Atlantic Mobile entered into two
separate 25-year master lease agreements relating to their towers in the
Pittsburgh MTA, one establishing certain terms and conditions of Bell Atlantic
Mobile's tenancy on the Company's towers and the other establishing certain
terms and conditions of the Company's sale of tenancy to other parties on
towers controlled by Bell Atlantic Mobile. In addition to providing site
rental revenue to the Company, the master leases allow each of the Company and
Bell Atlantic Mobile to sublease space on each other's towers in return for a
percentage of the rental revenue generated thereby.

Bell Atlantic Mobile's master lease of space on the Company's towers
provides that Bell Atlantic Mobile's monthly site rental payments per tower
depend on the size of the equipment installed on the tower, the size of the
equipment building and the number of antennas. Rents are adjusted periodically
based on the Consumer Price Index. The Company performs all work at Bell
Atlantic Mobile's sites for tenants, including antennae installation,
grounding and foundations. Both of these master lease agreements included
rights of first refusal relating to certain spaces on towers leased by one of
the parties for which the other party had received a bona fide offer to buy.
In connection with the Crown Merger, the parties amended these master lease
agreements to eliminate the rights of first refusal, and Bell Atlantic waived
any such rights under these agreements that otherwise would have arisen in
connection with the Crown Merger.

The Company also leases space on all of Bell Atlantic Mobile's towers in the
Pittsburgh MTA (the "Bell Atlantic Agreement"). The terms and conditions of
the Company's master lease of space on towers controlled by Bell Atlantic
Mobile are substantially similar to Bell Atlantic Mobile's master lease with
the Company. The Company may sublease space on a tower controlled by Bell
Atlantic Mobile to another tenant, however, if the subtenant is to be AT&T,
the Company must receive the written consent of Bell Atlantic Mobile. To date,
the Company has 120 sublease contracts on Bell Atlantic Mobile-controlled
towers.

Nextel Agreement

On July 11, 1997, in connection with Nextel's proposed merger with PCI, the
Company and Nextel entered into the Nextel Agreement (the "Nextel Agreement"),
which establishes the framework under which the Company and Nextel will
conduct joint operations for the development of infrastructure within the
Nextel markets described below. Under the first part of this agreement, the
Company has purchased 46 existing towers from Nextel used in digital or analog
transmission in the greater metropolitan areas of Denver and Philadelphia and
in certain areas of the states of Texas and Florida, for a purchase price of
approximately $10.0 million.

In addition to the tower purchase, the Nextel Agreement provides that the
Company has the exclusive right and option to (i) develop, construct, own and
operate or (ii) purchase and operate, up to 250 new towers within selected
metropolitan areas, including Dallas and Houston, and parts of the interstate
highway corridors traversing the following states: Texas, Oklahoma, Louisiana,
Arkansas, Mississippi, Alabama, Georgia, South Carolina, North Carolina,
Tennessee, Kentucky, Virginia, Pennsylvania, New York, Ohio, Maryland and
New Jersey. This option extends from July 1997 until a minimum of 250
potential sites have been tendered to the Company. At June 30, 1998, Nextel
had tendered 142 sites to the Company, 80 of which met the Company's criteria
for investing in towers and, therefore, were accepted by the Company. Of these
80 sites, 28 sites are in the permitting process, ten sites have been
identified as candidates for purchase and 42 sites have been completed. Nextel
will perform all site acquisition work, including entering into agreements
with the fee owners of sites. If the Company waives its option to construct or
purchase new towers for an identified site tendered to it by Nextel, Nextel
may construct the tower itself or contract with a third party for the
construction. If the Company exercises its option to construct and own a
tower, it will reimburse Nextel for all costs of such site acquisition work.
If Nextel constructs a tower and the Company elects to purchase the
constructed tower, the Company will reimburse Nextel for all site acquisition
and construction costs associated with such towers. Following the completion
of construction of each tower, Nextel and the Company will, pursuant to
Nextel's master lease agreement, enter into a five-year lease contract with
four five-year renewal periods, at the option of Nextel. Nextel has a one-time
right of first refusal for a five-year period to lease additional space within
one designated 20-foot section of each tower.

If the Company elects to construct a new site, construction is to be
completed within a 60-day construction period that will not begin prior to
receipt of all regulatory permits and approvals (or a shorter period as
mutually agreed). In the event that the Company fails to complete any site
within the construction period, Nextel will be entitled to receive liquidated
damages for each such failure. If the Company fails to commence or complete
construction or to complete the installation of towers and related equipment
within the construction period, Nextel may exercise its option to purchase
such site at cost (after giving the Company an opportunity to cure). Nextel
may terminate the Nextel Agreement if the Company fails to complete
construction within the prescribed construction period or if Nextel exercises
its purchase option following certain construction delays by the

Company for the greater of five towers or 5% of the aggregate number of total
sites committed to within a rolling eight-month period. In addition, the
Nextel Agreement provides that it may be terminated by Nextel upon the
insolvency or liquidation of CCI and it may be terminated by the Company upon
the insolvency or liquidation of Nextel. See "Risk Factors--Reliance on Nextel
Agreement".

BellSouth Site Marketing Agreement

On June 25, 1998, CCI and BellSouth Mobility entered into a Site Marketing
Agreement (the "BellSouth Site Marketing Agreement") pursuant to which CCI was
designated as the exclusive marketing agent for BellSouth's tower sites in the
State of Kentucky. CCI will facilitate the processing of site leases and
customer equipment installation at BellSouth sites. By mutual agreement, CCI
and BellSouth may extend the contract to cover other states. The contract has
an initial term of 100 days. After expiration of the initial term, unless
BellSouth and CCI shall have entered into an agreement to form a permanent
entity for the ownership, utilization and management of BellSouth's tower
sites, BellSouth may, at its election, either (i) extend the term of the
contract for five years or (ii) grant CCI the right to purchase BellSouth's
tower sites in Kentucky at their fair market value (but at not less than $75.0
million). If the contract is not extended or CCI elects not to purchase such
tower sites, the contract will expire pursuant to its terms.

Customers

In both its site rental and network services businesses, the Company works
with a number of customers in a variety of businesses including PCS, ESMR,
paging and broadcasting. The Company works with both large national carriers
such as Sprint PCS, Nextel, AT&T/Cellular One, Omnipoint and BellSouth
Mobility, and smaller local regional or private operators such as Aerial
Communications and Crescent Communications. For the six months ended June 30,
1998, the Company's largest U.S. customers were Sprint PCS and Nextel,
together representing 7.7% and 28.7%, respectively, of CCI's site rental
revenue and 14.1% and 32.1%, respectively, of CCI's network services revenues.
For the six months ended June 30, 1998, no customer accounted for more than
10.0% of CCI's revenues, other than Sprint PCS and Nextel, which accounted for
approximately 11.2% and 30.6%, respectively, of CCI's consolidated revenues.
Nextel revenues are expected to grow as CCI purchases Nextel towers and builds
out Nextel interstate corridor sites. The following is a list of CCI's top ten
site rental and network and other services customers, by percentage of
revenues for the six months ended June 30, 1998.

CCI'S TOP 10 SITE RENTAL AND NETWORK SERVICES CUSTOMERS

REVENUES FOR
SIX MONTHS ENDED % OF CCI'S TOTAL SITE
SITE RENTAL JUNE 30, 1998 RENTAL REVENUES
- ----------- ----------------- -------------------------

Nextel.............................. $2,995,989 28.7%
Sprint PCS.......................... 803,682 7.7
PageNet............................. 645,128 6.2
Aerial Communications............... 541,191 5.2
Motorola............................ 344,995 3.3
AT&T Wireless....................... 262,826 2.5
Bell Atlantic Mobile................ 252,919 2.4
Mobile Communications............... 224,110 2.1
American Paging..................... 170,827 1.6
USA Mobile.......................... 141,348 1.4
---------- ----
Total............................. $6,383,015 61.1%
========== ====

REVENUES FOR % OF CCI'S TOTAL NETWORK
SIX MONTHS ENDED SERVICES &
NETWORK SERVICES & OTHER JUNE 30, 1998 OTHER REVENUES
- ------------------------ ----------------- -------------------------

Nextel.............................. $4,144,296 32.1%
Sprint PCS.......................... 1,819,369 14.1
Omnipoint........................... 1,374,658 10.6
Itron............................... 641,915 5.0
Aerial Communications............... 413,984 3.2
Hawaiian Wireless................... 390,133 3.0
AT&T Wireless....................... 298,994 2.3
Bell Atlantic Mobile................ 203,750 1.6
BellSouth........................... 197,600 1.5
Pagemart............................ 134,100 1.0
---------- ----
Total............................. $9,618,799 74.4%
========== ====

As of June 30, 1998, CCI had approximately 2,666 individual leases on its
556 tower and rooftop sites. The following is a list of some of CCI's leading
site rental customers by industry segment and the percentage of CCI's June
1998 monthly site rental revenues derived from each industry segment:

CCI'S CUSTOMERS BY INDUSTRY

CCI'S
JUNE 1998 % OF CCI'S TOTAL
MONTHLY JUNE 1998
NUMBER OF REVENUES SITE RENTAL
INDUSTRY SELECTED CUSTOMERS TENANT LEASES BY INDUSTRY REVENUES
-------- ---------------------------- ------------- ----------- ------------------

SMR/ESMR.................. Nextel, SMR Direct 321 $ 524,681 28.7%
Paging.................... AirTouch Cellular, PageNet, 824 438,073 24.0
TSR Wireless
PCS....................... Aerial Communications, 179 241,923 13.2
Sprint PCS, Western Wireless
Private Industrial Users.. IBM, Phillips Petroleum 789 199,802 10.9
Cellular.................. AT&T Wireless, Bell Atlantic 130 177,153
Mobile 9.7
Governmental Agencies..... FBI, INS, Puerto Rico Police 214 112,491 6.2
Data...................... Ardis, RAM Mobile Data 92 60,136 3.3
Broadcasting.............. Hearst Argyle Television, 54 44,871 2.4
Trinity Broadcasting
Utilities................. Equitable Resources, Nevada 47 23,228
Power 1.3
Other..................... WinStar 16 5,939 0.3
----- ---------- -----
Totals................. 2,666 $1,828,297 100.0%
===== ========== =====

Sales and Marketing

CCI's sales and marketing personnel, located in Pittsburgh, Houston,
Albuquerque, Atlanta, Philadelphia, Albany, San Juan, Puerto Rico and Sao
Paulo, Brazil, target carriers expanding their networks, entering new markets,
bringing new technologies to market and requiring maintenance or add-on
business. All types of wireless service providers are targeted including
broadcast, cellular, paging, PCS, microwave and two-way radio. CCI is also
interested in attracting 9-1-1, federal, state, and local government agencies,
as well as utility and transportation companies to locate on existing sites.
CCI's objective is to pre-sell capacity on CCI's towers by promoting sites
prior to construction. Rental space on existing towers is also aggressively
marketed and sold.

CCI utilizes numerous public and proprietary databases to develop detailed
target marketing programs directed at auction block license awardees, existing
tenants and specific market groups. Mailings focus on regional buildouts, new
sites and services. The use of databases, such as those with information on
sites, demographic data, licenses and deployment status, coupled with measured
coverage data and RF coverage prediction software, allows CCI's sales and
marketing personnel to target specific carriers' needs for specific sites. To
foster productive relationships with its major existing tenants and potential
tenants, CCI has formed a team of account relationship managers. These
managers work to develop build-to-suit, site leasing services and site
management opportunities, as well as ensure that customers' emerging needs are
translated into new site products and services.

The marketing department maintains CCI's visibility within the wireless
communications industry through regular advertising and public relations
efforts including actively participating in trade shows and generating regular
press releases, newsletters and targeted mailings (including promotional
flyers). CCI's promotional activities range from advertisements and site
listings in industry publications to maintaining a presence at national trade
shows. Potential clients are referred to CCI's Web site, which contains
Company information as well as site listings. In addition, CCI's sites are
listed on the Cell Site Express Web site. This Web site enables potential
tenants to locate existing structures by latitude, longitude or address.
Clients can easily contact CCI via e-mail through the Web site or Cell Site
Express. CCI's network services capabilities are marketed in conjunction with
its tower footprints.

To follow up on targeted mailings and to cold-call on potential clients, CCI
has established a telemarketing department. Telemarketers field inbound and
outbound calls and forward leads to local sales representatives or
relationship managers for closure. Local sales representatives are stationed
in each cluster to develop and foster close business relationships with
decision-makers in each customer organization. Sales professionals work with
marketing specialists to develop sales presentations targeting specific client
demands.

In addition to a dedicated, full-time sales and marketing staff, a number of
senior managers spend a significant portion of their efforts on sales and
marketing activities. These managers call on existing and prospective
customers and also seek greater visibility in the industry through speaking
engagements and articles in national publications. Furthermore, many of these
managers have been recognized as industry experts, are regularly quoted in
articles and are called on to testify at local hearings and to draft local
zoning ordinances.

Public and community relations efforts include coordinating community
events, such as working with amateur radio clubs to supply emergency and
disaster recovery communications, charitable event sponsorship, and promoting
charitable donations through press releases.

Competition

In the United States, the Company competes with other independent tower
owners, some of which also provide site rental and network services; wireless
communications carriers, which own and operate their own tower networks;
service companies that provide engineering and site acquisition services; and
other potential

competitors, such as utilities, outdoor advertisers and broadcasters, some of
which have already entered the tower industry. Wireless communications
carriers that own and operate their own tower networks generally are
substantially larger and have greater financial resources than the Company.
The Company believes that tower location, capacity, price, quality of service
and density within a geographic market historically have been and will
continue to be the most significant competitive factors affecting tower rental
companies. The Company also competes for acquisition and new tower
construction opportunities with wireless communications carriers, site
developers and other independent tower operating companies and believes that
competition for tower site acquisitions will increase and that additional
competitors will enter the tower market, some of which may have greater
financial resources than the Company.

The following is a list of certain of the tower companies that compete with
the Company in the United States: American Tower Corporation, Lodestar
Communications, Motorola, Specialty Teleconstructors, Pinnacle Tower, SBA
Communications, TeleCom Towers (an affiliate of Cox Communications), Unisite
and SpectraSite.

The following companies are primarily competitors for the Company's rooftop
site management activities in the United States: AAT, APEX, Commsite
International, JJS Leasing, Inc., Motorola, Signal One, Subcarrier
Communications, Tower Resources Management and Unisite.

The Company believes that the majority of its competitors in the site
acquisition business operate within local market areas exclusively, while a
small minority of firms appear to offer their services nationally, including
SBA Communications Corporation, Whalen & Company and Gearon & Company (a
subsidiary of American Tower Corporation). The Company offers its services
nationwide and the Company believes it is currently one of the largest
providers of site development services to the U.S. and international markets.
The market includes participants from a variety of market segments offering
individual, or combinations of, competing services. The field of competitors
includes site acquisition consultants, zoning consultants, real estate firms,
right-of-way consulting firms, construction companies, tower owners/managers,
radio frequency engineering consultants, telecommunications equipment vendors
(which provide turnkey site development services through multiple
subcontractors) and carriers' internal staff. The Company believes that
carriers base their decisions on site development services on certain
criteria, including a company's experience, track record, local reputation,
price and time for completion of a project. The Company believes that it
competes favorably in these areas.

U.K. OPERATIONS

The Company, through its 80% interest in CTI, owns and operates one of the
world's most established television and radio transmission networks and is
expanding its leasing of antenna space on its towers to a variety of wireless
communications carriers. The Company provides transmission services for two
BBC television services, six national BBC radio services (including the first
digital audio broadcast service in the United Kingdom), 37 local BBC radio
stations and two national commercial radio services through its network of
transmitters, which reach 99.4% of the U.K. population. These transmitters are
located on approximately 1,300 towers, more than half of which are Company-
owned (or leased or licensed to it by third parties) and the balance of which
are licensed to the Company under a site-sharing agreement (the "Site-Sharing
Agreement") with NTL, the Company's principal competitor in the United
Kingdom. The Company has also secured long-term contracts to provide digital
television transmission services to the BBC and BDB. See "--Significant
Contracts". In addition to providing transmission services, the Company also
leases antenna space on its transmission infrastructure to various
communications service providers and provides telecommunications network
installation and maintenance services and engineering consulting services.

The Company's core revenue generating activity in the United Kingdom is the
analog terrestrial transmission of radio and television programs broadcast by
the BBC. CTI's business, which was formerly owned by the BBC, was privatized
under the Broadcasting Act 1996 and sold to CTI in February 1997. At the time
the BBC Home Service Transmission Business was acquired, CTI entered into a
10-year transmission contract with

the BBC for the provision of terrestrial analog television and analog and
digital radio transmission services in the United Kingdom. In the twelve
months ended June 30, 1998, approximately 61% of CTI's consolidated revenues
were derived from the provision of services to the BBC.

Communication Site Footprints

At June 30, 1998, the Company owned, leased or licensed 749 transmission
sites on which it operated 754 towers, was constructing eight new towers on
existing sites and had 38 site acquisition projects in process for new tower
sites. The Company has 54 revenue producing rooftop sites that are occupied by
the Company's transmitters but are not available for leasing to customers. The
Company's sites are located throughout England, Wales, Scotland and Northern
Ireland. The following table indicates, as of June 30, 1998, the type and
geographic concentration of the Company's U.K. towers and rooftop sites.

NUMBER % OF TOTAL
------ ----------

Towers:
England..................................................... 442 54.7%
Wales....................................................... 128 15.8
Scotland.................................................... 139 17.2
Northern Ireland............................................ 45 5.6
--- -----
754 93.3
Rooftops...................................................... 54 6.7
--- -----
Total..................................................... 808 100.0%
=== =====

The Company expects to significantly expand its existing tower footprints in
the United Kingdom by building and acquiring additional towers. The Company
believes its existing tower network encompasses many of the most desirable
tower locations in the United Kingdom for wireless communications. However,
due to the shorter range over which communications signals carry (especially
newer technologies such as PCN) as compared to broadcast signals, wireless
communications providers require a denser footprint of towers to cover a given
area. Therefore, in order to increase the attractiveness of its tower
footprints to wireless communications providers, the Company will seek to
build or acquire new communications towers. Using its team of over 300
engineers with state-of-the-art network design and radio frequency engineering
expertise, the Company locates sites and designs towers that will be
attractive to multiple tenants. The Company seeks to leverage such expertise
by entering into build-to-suit contracts with various carriers, such as BT,
Cable & Wireless Communications, Cellnet, Dolphin, Energis, Highway One,
Ionica, One2One, Orange and Scottish Telecom, thereby securing an anchor
tenant for a site before incurring capital expenditures for the site buildout.
As of June 30, 1998, the Company was building eight towers that it will own.
In addition, the Company expects to make strategic acquisitions of existing
communications sites (primarily those owned by wireless communications
operators) in order to expand its infrastructure and to further leverage its
site management experience.

The Company believes that it generally has significant capacity on its
towers in the United Kingdom. Although approximately 160 of its towers are
poles with limited capacity, the Company typically will be able to build new
towers that will support multiple tenants on these sites (subject to the
applicable planning process). The Company intends to upgrade these limited
capacity sites where it believes it can achieve appropriate returns to merit
the necessary capital expenditure. For example, in connection with a contract
with Vodafone, the Company is upgrading 68 of these sites with limited
capacity. See "--Significant Contracts--Vodafone". Approximately 59 of the
Company's sites are used for Medium Frequency ("MF") broadcast transmissions.
At this frequency, the entire tower is used as the transmitting antenna and is
therefore electrically "live". Such towers are therefore unsuitable for
supporting other tenant's communications equipment. However, MF sites
generally have substantial ground area available for the construction of new
multiple tenant towers.

Products and Services

Transmission Business

Analog. For the three months ended June 30, 1998, CTI generated
approximately 57% of its revenues from the provision of analog broadcast
transmission services to the BBC. Pursuant to the BBC Analog Transmission
Contract, the Company provides terrestrial transmission services for the BBC's
analog television and radio programs and certain other related services
(including BBC digital radio) for an initial 10-year term through March 31,
2007. See "--Significant Contracts". For the twelve months ended June 30,
1998, the BBC Analog Transmission Contract generated revenues of approximately
(Pounds)46.6 million ($77.8 million) for the Company.

In addition to the BBC Analog Transmission Contract, the Company has
separate contracts to provide maintenance and transmission services for two
national radio stations, Virgin Radio and Talk Radio. These contracts are for
periods of eight years commencing from, respectively, March 31, 1993 and
February 4, 1995.

The Company owns all of the transmission equipment used for broadcasting the
BBC's domestic radio and television programs, whether located on one of CTI's
sites or on an NTL or other third-party site. As of June 30, 1998, CTI had
3,465 transmitters, of which 2,196 were for television broadcasting and 1,269
were for radio. These transmitters could be analyzed by transmission frequency
band as follows:

TRANSMITTER FREQUENCY BAND NUMBER
-------------------------- ------

UHF television...................................................... 2,196
VHF/FM national radio............................................... 854
VHF/FM local and regional radio..................................... 232
MW/LW national and commercial radio*................................ 89
MW local radio...................................................... 53
MW regional radio................................................... 14
DAB................................................................. 27
-----
Total............................................................. 3,465
=====

- --------
* Includes eleven transmitters owned by Virgin Radio and Talk Radio but
operated and maintained by CTI.

A few of the Company's most powerful transmitters together cover the
majority of the U.K. population. The coverage achieved by the less powerful
transmitters is relatively low, but is important to the BBC's ambition of
attaining universal coverage in the United Kingdom. This is illustrated by the
following analysis of the population coverage of the Company's analog
television transmitters:

COMBINED
POPULATION
NUMBER OF SITES (RANKED BY COVERAGE) COVERAGE
------------------------------------ -----------

1 (Crystal Palace).......................................... 21%
top 16...................................................... 79
top 26...................................................... 86
top 51...................................................... 92
all......................................................... 99.4

All of the Company's U.K. transmitters are capable of unmanned operation and
are maintained by mobile maintenance teams from 27 bases located across the
United Kingdom. Access to the sites is strictly controlled for operational and
security reasons, and buildings at 140 of the sites are protected by security
alarms connected to CTI's Technical Operations Centre at Warwick. The Site-
Sharing Agreement provides the Company with reciprocal access rights to NTL's
broadcast transmission sites on which the Company has equipment.

Certain of the Company's transmitters that serve large populations or
important geographic areas have been designated as priority transmitters.
These transmitters have duplicated equipment so that a single failure will not

result in total loss of service but will merely result in an output-power
reduction that does not significantly degrade the service to most viewers and
listeners.

Digital. The Company has entered into contracts with the holders (including
the BBC) of four of the six DTT multiplexes allocated by the U.K. government
to design, build and operate their digital transmission networks. In
connection with the implementation of DTT, new transmission infrastructure
will be required. The Company is committed to invest approximately
(Pounds)110.0 million ($183.6 million) for the buildout of new infrastructure
to support DTT over the next two years. By the year 2000, 81 transmission
sites will need to be upgraded with new transmitters and associated systems to
support DTT. Of these sites, 49 are owned by the Company with the remainder
owned by NTL. Currently, 24 sites are being upgraded. An arrangement similar
to that of the Site-Sharing Agreement is being negotiated to govern the
sharing of digital transmission sites between the Company and NTL.

CTI's capital costs are expected to be incurred in connection with the
acquisition and development of new transmission equipment.

The Company currently is the sole provider of transmission services for
digital radio broadcasts in the United Kingdom. In September 1995, the BBC
launched its initial DAB scheme over the Company's transmission network, and
this service is now broadcast to approximately 60% of the U.K. population. A
new independent national digital radio license is scheduled to be awarded in
1998. The Company's existing infrastructure and its experience with the BBC's
DAB network position it well to compete to provide transmission services to
the winner of this new radio license. In addition, local digital radio
licenses will be allocated in late 1998 or early 1999. The Company believes it
is similarly well situated to become the transmission service provider to the
winners of such licenses.

Site Rental

The BBC transmission network provides a valuable initial footprint for the
creation of wireless communications networks. Currently, approximately 200
companies rent antenna space on approximately 405 of CTI's 808 towers and
rooftops. These site rental agreements have normally been for three to 12
years and are generally subject to rent reviews every three years. Site
sharing customers are generally charged annually in advance, according to rate
cards that are based on the antenna size and position on the tower. The
Company's largest site rental customer in the United Kingdom is NTL under the
Site-Sharing Agreement. This agreement generated (Pounds)551,000 ($919,895) of
site rental revenue in June 1998.

The Company also provides a range of site maintenance services in order to
support and enhance its U.K. site rental business. The Company believes that
by offering services such as antenna, base station and tower maintenance and
monitoring, it is able to offer quality services to retain its existing
customers and attract future customers to its communications sites. The
Company complements its U.K. transmission experience with its site management
experience in the United States to provide customers with a top-of-the-line
package of service and technical support.

The following table describes the Company's top ten revenue producing towers
in the United Kingdom:

CTI'S CTI'S
NUMBER OF JUNE 1998 JUNE 1998
NAME LOCATION HEIGHT (FT) TENANT LEASES MONTHLY REVENUE MONTHLY REVENUE
- ---- ------------- ----------- ------------- --------------- ---------------

Bow Brickhill........... S. E. England 197 12 (Pounds) 16,092 $ 26,866
Brookmans Park.......... S. E. England 147 10 15,979 26,677
Mendip.................. S. W. England 924 18 15,600 26,044
Crystal Palace.......... London 653 14 13,289 22,186
Hannington.............. S. England 440 11 11,779 19,665
Waltham................. C. England 954 10 11,089 18,513
Wrotham................. S. England 379 13 10,777 17,992
Heathfield.............. S. England 443 16 10,516 17,557
Redruth................. S. W. England 500 15 9,924 16,568
Oxford.................. C. England 507 14 9,720 16,227
--- --------------- --------
Total................. 133 (Pounds)124,765 $208,295
=== =============== ========

Other than NTL, CTI's largest (by revenue) site rental customers consist
mainly of wireless communications carriers such as Cellnet, One2One, Orange
and Vodafone. Revenues from these non-BBC sources are expected to become an
increasing portion of CTI's total U.K. revenue base, as the acquired BBC Home
Service Transmission Business is no longer constrained by governmental
restrictions on the BBC's commercial activities. The Company believes that the
demand for site rental from communication service providers will increase in
line with the expected growth of these communication services in the United
Kingdom.

The Company has master lease agreements with all of the major U.K.
telecommunications site users including BT, Cable & Wireless Communications,
Cellnet, Dolphin, Energis, Highway One, Ionica, One2One, Orange, Scottish
Telecom and Vodafone. These agreements typically specify the terms and
conditions (including pricing and volume discount plans) under which these
customers have access to all sites within the Company's U.K. portfolio.
Customers make orders for specific sites using the standard terms included in
the master lease agreements. There are currently approximately 250
applications in process for installations at existing sites under such
agreements.

Network Services

CTI provides broadcast and telecommunications engineering services to
various customers in the United Kingdom. All the BBC Home Service Transmission
Business employees were retained by the Company upon CTI's acquisition.
Accordingly, the Company has engineering and technical staff of the caliber
and experience necessary not only to meet the requirements of its current
customer base, but also to meet the challenges of developing digital
technology. Within the United Kingdom, CTI has worked with several
telecommunications operations on design and build projects as they roll-out
their networks. CTI has had success in bidding for broadcast consulting
contracts, including, over the last three years, in Thailand, Taiwan, Poland
and Sri Lanka.

With the expertise of its engineers and technical staff, the Company is a
turn-key provider to the wireless communications and broadcast industries. The
Company can provide customers with a ready-to-operate network infrastructure
or any of the component services involved therein. Such services include
network design and site selection, site acquisition, site development and
antenna installation.

Site Acquisition. In the United Kingdom, the Company is involved in site
acquisition services for its own purposes and for third parties. The Company
recognizes that the site acquisition phase often carries the highest risk for
a project. To ensure the greatest possible likelihood of success and timely
acquisition, the Company combines a desktop survey of potential barriers to
development with a physical site search that includes initial design analyses,
CDM assessments and, where necessary, line-of-sight surveys. The Company
leverages off its experience in site acquisition and co-location when meeting
with local planning authorities.

Site Development and Antenna Installation. The Company uses a combination of
external and internal resources for site construction. The Company's engineers
are experienced in both construction techniques and construction management,
ensuring an efficient and simple construction phase. Selected civil
contractors are managed by CTI staff for the ground works phase. Specialist
erection companies, with whom the Company has a long association, are used for
tower installation. Final antenna installation is undertaken by the Company's
own experienced teams.

Site Management and Other Services. The Company also provides complete site
management, preventive maintenance, fault repair and system management
services to the Scottish Ambulance Service. It also maintains a mobile radio
system for the Greater Manchester Police and provides maintenance and repair
services for transmission equipment and site infrastructure.

Significant Contracts

CTI's principal analog broadcast transmission contract is the BBC Analog
Transmission Contract. CTI also has entered into two digital television
transmission contracts, the BBC Digital Transmission Contract and the BDB
Digital Transmission Contract (as defined). CTI also provides facilities to
NTL (in its capacity as a broadcast transmission provider to non-CTI
customers) under the Site-Sharing Agreement. The Company also has long-term
service agreements with broadcast customers such as Virgin Radio and Talk
Radio. In addition, CTI has several agreements with telecommunications
providers, including leases, site management contracts and independent
contractor agreements. The Company has entered into contracts to design and
build communications equipment and related infrastructure for customers such
as Cellnet, One2One, Orange, Scottish Telecom and Vodafone.

BBC Analog Transmission Contract

CTI entered into a 10-year transmission contract with the BBC for the
provision of terrestrial analog television and analog and digital radio
transmission services in the United Kingdom at the time the BBC Home Service
Transmission Business was acquired, which contract was subsequently amended on
July 16, 1998 (the "BBC Analog Transmission Contract"). The BBC Analog
Transmission Contract provides for charges of approximately (Pounds)46.5
million ($77.6 million) to be payable by the BBC to CTI for the year ended
March 31, 1998 and each year thereafter to the termination date, adjusted
annually at the inflation rate less 1%. In addition, for the duration of the
contract an annual payment of (Pounds)300,000 ($500,850) is payable by the BBC
for additional broadcast-related services. At the BBC's request, since October
1997, the number of television broadcast hours has been increased to 24 hours
per day for the BBC's two national television services, which has added over
(Pounds)500,000 ($834,750) annually to the payments made by the BBC to the
Company.

The BBC Analog Transmission Contract also provides for CTI to be liable to
the BBC for "service credits" (i.e., rebates of its charges) in the event that
certain standards of service are not attained as a result of what the contract
characterizes as "Accountable Faults" or the failure to meet certain "response
times" in relation to making repairs at certain key sites. The Company
believes that CTI is well-equipped to meet the BBC's service requirements by
reason of the collective experience its existing management gained while
working with the BBC. Following completion of two formal six-month performance
reviews, CTI achieved a 100% "clean sheet" performance, incurring no service
credit penalties.

The initial term of the BBC Analog Transmission Contract ends on March 31,
2007. Thereafter, the BBC Analog Transmission Contract may be terminated with
12 months' prior notice by either of the parties, expiring

on March 31 in any contract year, from and including March 31, 2007. It may
also be terminated earlier (i) by mutual agreement between CTI and the BBC,
(ii) by one party upon the bankruptcy or insolvency of the other party within
the meaning of section 123 of the Insolvency Act 1986, (iii) upon certain
force majeure events with respect to the contract as a whole or with respect
to any site (in which case the termination will relate to that site only),
(iv) by the non-defaulting party upon a material breach by the other party and
(v) upon the occurrence of certain change of control events (as defined in the
BBC Analog Transmission Contract).

BBC Commitment Agreement

On February 28, 1997, in connection with the acquisition of the BBC Home
Service Transmission Business, the Company, TdF, TeleDiffusion de France S.A.,
which is the parent company of TdF and DFI ("TdF Parent"), and the BBC entered
into the BBC Commitment Agreement (the "BBC Commitment Agreement"), whereby
the Company and TdF agreed (i) not to dispose of any shares in CTSH or any
interest in such shares (or enter into any agreement to do so) until February
28, 2000; and (ii) to maintain various minimum indirect ownership interests in
CTI and CTSH for periods ranging from three to five years commencing February
28, 1997. These provisions restrict the ability of CCIC and TdF to sell,
transfer or otherwise dispose of their respective CTSH shares (and,
indirectly, their CTI shares). The restrictions do not apply to disposals of
which the BBC has been notified in advance and to which the BBC has given its
prior written consent, which, subject to certain exceptions, consent shall not
be unreasonably withheld or delayed. The BBC has consented to waive the above
restrictions both (i) to enable the Company and TdF to enter into the
Governance Agreement and the CTSH Shareholders' Agreement and (ii) to allow
the exercise of rights under such agreements.

The BBC Commitment Agreement also required TdF Parent and the Company to
enter into services agreements with CTI. The services agreement entered into
by the Company and CTI is being terminated pursuant to the CTSH Shareholders'
Agreement. The services agreement entered into by TdF Parent and CTI (pursuant
to which TdF makes available certain technical consultants, executives and
engineers to CTI for a minimum term of three years commencing February 28,
1997) is being amended. Upon consummation of the Offering, the term of such
services agreement is expected to be extended for four additional years (to
February 28, 2004) and thereafter will be terminable on 12-month's prior
notice given by CTI to TdF after February 28, 2003. See "The Roll-Up--Roll-Up
Agreements--CTI Services Agreement".

BDB Digital Transmission Contract

In 1997, the Independent Television Commission awarded BDB three of the five
available commercial digital terrestrial television multiplexes for new
program services. The Company bid for and won the 12 year contract from BDB to
build and operate its digital television transmission network (the "BDB
Digital Transmission Contract"). The contract provides for approximately
(Pounds)20.0 million ($33.4 million) of revenue per year from 2001 to 2008,
with lesser amounts payable before and after these years and with service
credits repayable for performance below agreed thresholds.

BBC Digital Transmission Contract

In 1998, the Company bid for and won the 12 year contract from the BBC to
build and operate its digital terrestrial television transmission network (the
"BBC Digital Transmission Contract"). This contract provides for approximately
(Pounds)10.5 million ($17.5 million) of revenue per year (assuming the BBC
commits to the full DTT roll-out contemplated by the BBC Digital Transmission
Contract) during the 12 year period, with service credits repayable for
performance below agreed thresholds. There is a termination provision during
the three-month period following the fifth anniversary of the Company's
commencement of digital terrestrial transmission services for the BBC
exercisable by the BBC but only if the BBC's Board of Governors determines, in
its sole discretion, that DTT in the United Kingdom does not have sufficient
viewership to justify continued DTT broadcasts. Under this provision, the BBC
will pay the Company a termination fee in cash that substantially recovers the
Company's capital investment in the network, and any residual ongoing
operating costs and liabilities. Like the BBC Analog Transmission Contract,
the contract is terminable upon the occurrence of certain change of control
events (as defined in the BBC Digital Transmission Contract).

BT Digital Distribution Contract

Under the BBC Digital Transmission Contract and the BDB Digital Transmission
Contract, in addition to providing digital terrestrial transmission services,
CTI has agreed to provide for the distribution of the BBC's and BDB's
broadcast signals from their respective television studios to CTI's
transmission network. Consequently, in May 1998, CTI entered into a
distribution contract (the "BT Digital Distribution Contract") with British
Telecommunications plc ("BT"), which will expire 12 years after the date on
which the Company commences digital terrestrial television transmission
services in the United Kingdom (with provisions for extending the term), in
which BT has agreed to provide fully duplicated, fiber-based, digital
distribution services, with penalties for late delivery and service credits
for failure to deliver 99.99% availability.

Site-Sharing Agreement

In order to optimize service coverage and enable viewers to receive all
analog UHF television services using one receiving antenna, the BBC, as the
predecessor to CTI, and NTL made arrangements to share all UHF television
sites. This arrangement was introduced in the 1960s when UHF television
broadcasting began in the United Kingdom. In addition to service coverage
advantages, the arrangement also minimizes costs and avoids the difficulties
of obtaining additional sites.

Under the Site-Sharing Agreement, the party that is the owner, lessee or
licensee of each site is defined as the "Station Owner". The other party (the
"Sharer") is entitled to request a license to use certain facilities at that
site. The Site-Sharing Agreement and each site license provide for the Station
Owner to be paid a commercial license fee in accordance with the Site-Sharing
Agreement ratecard and for the Sharer to be responsible, in normal
circumstances, for the costs of accommodation and equipment used exclusively
by it. The Site-Sharing Agreement may be terminated with five years' prior
notice by either of the parties and expires on December 31, 2005 or on any
tenth anniversary of that date. It may also be terminated (i) following a
material breach by either party which, if remediable, is not remedied within
30 days of notice of such breach by the non-breaching party, (ii) on the
bankruptcy or insolvency of either party and (iii) if either party ceases to
carry on a broadcast transmission business or function.

Negotiations are in progress between the Company and NTL to amend the Site-
Sharing Agreement to account for the build-out of digital transmission sites
and equipment, a new rate card related to site sharing fees for new digital
facilities and revised operating and maintenance procedures related to digital
equipment.

Vodafone

On April 16, 1998, under Vodafone's master lease agreement with the Company,
Vodafone agreed to locate antennas on 122 of the Company's existing
communication sites in the United Kingdom. The first 21 sites are expected to
be completed by the end of August 1998. Another 11 sites will require tower
strengthening and/or the acquisition of additional land and are expected to
take six to nine months to complete. Finally, 68 of the sites presently are
composed of a limited capacity tower and will therefore require the
construction of new towers, which will require full planning and zoning
approvals. These sites are expected to require six to 12 months to complete.
After their upgrade, these sites will be able to accommodate additional
tenants.

Customers

For the six months ended June 30, 1998, the BBC accounted for approximately
59% of CTI's revenues. This percentage has decreased from 63% in 1997 and is
expected to continue to decline as CTI continues to expand its site rental
business and as DTT begins to be transmitted. CTI provides all four U.K.
PCN/cellular operators (Cellnet, One2One, Orange and Vodafone) with
infrastructure services and also provides fixed telecommunications operators,
such as BT, Cable & Wireless Communications, Energis, Scottish Telecom and
Ionica, with microwave links and backhaul infrastructure. The following is a
list of CTI's broadcast service customers and top ten site rental customers by
percentage of revenues for the six months ended June 30, 1998:

CTI'S CTI'S
REVENUES FOR REVENUES FOR % OF CTI'S
SIX MONTHS ENDED SIX MONTHS ENDED TOTAL BROADCAST
BROADCAST SERVICES JUNE 30, 1998 JUNE 30, 1998 SERVICES REVENUES
- ------------------ ------------------ ----------------- -----------------

BBC..................... (Pounds)26,021,000 $43,442,060 91.6%
British Digital
Broadcasting........... 1,507,000 2,515,936 5.3
Commercial radio
services............... 885,000 1,477,508 3.1
------------------ ----------- -----
Total................. (Pounds)28,413,000 $47,435,504 100.0%
================== =========== =====

CTI'S CTI'S
REVENUES FOR REVENUES FOR % OF CTI'S
SIX MONTHS ENDED SIX MONTHS ENDED TOTAL SITE
SITE RENTAL JUNE 30, 1998 JUNE 30, 1998 RENTAL REVENUES
- ----------- ------------------ ----------------- -----------------

NTL..................... (Pounds) 3,789,000 $6,325,735 40.2%
Cellnet................. 910,000 1,519,245 9.6
Vodafone................ 698,000 1,165,311 7.4
Orange.................. 667,000 1,113,556 7.1
One2One................. 550,000 918,225 5.8
BBC (non-broadcast)..... 264,000 440,748 2.8
BT plc.................. 243,000 405,689 2.6
Cable & Wireless
Communications......... 193,000 322,214 2.0
Aerial Sites............ 152,000 253,764 1.6
BT Mobile
Communications......... 102,000 170,289 1.1
------------------ ----------- -----
Total................. (Pounds) 7,568,000 $12,634,776 80.2%
================== =========== =====

The following is a list of some of CTI's leading site rental customers by
industry segment and the percentage of CTI's June 1998 monthly site rental
revenues derived from each industry segment.

CTI'S CTI'S
JUNE JUNE % OF CTI'S
MONTHLY MONTHLY TOTAL JUNE
NUMBER OF REVENUES REVENUES SITE RENTAL
INDUSTRY SELECTED CUSTOMERS TENANT LEASES BY INDUSTRY BY INDUSTRY REVENUES
-------- -------------------------------- ------------- ----------------- ----------- ------------

Paging..................... Page One, Hutchinson 181 (Pounds) 54,000 $ 90,153 3.2%
Public Telecommunications.. BT, Cable & Wireless
Communications 278 126,000 210,357 7.5
PCN........................ Orange, One2One 304 214,000 357,273 12.8
Cellular................... Cellnet, Vodafone 362 280,000 467,460 16.7
PMR/TETRA.................. National Band 3, Dolphin 97 39,000 65,110 2.3
Governmental Agencies...... Ministry of Defense 46 20,000 33,390 1.2
Broadcasting............... XFM, BBC, NTL 132 820,000 1,368,990 49.0
Data....................... RAM Mobile Data, Cognito 55 15,000 25,043 0.9
Other...................... Aerial Sites, Health Authorities 297 92,000 153,594 5.5
Utilities.................. Welsh Water, Southern Electric 55 15,000 25,042 0.9
----- ----------------- ---------- -----
Totals.................................................... 1,807 (Pounds)1,675,000 $2,796,412 100.0%
===== ================= ========== =====

Sales and Marketing

The Company has 22 sales and marketing personnel in the United Kingdom who
identify new revenue-generating opportunities, develop and maintain key
account relationships, and tailor service offering to meet the needs of
specific customers. An excellent relationship has been maintained with the
BBC, and successful new relationships have been developed with many of the
major broadcast and wireless communications carriers in the United Kingdom.
The Company has begun to actively cross-sell its products and services so
that, for example, site rental customers are also offered build-to-suit
services. In addition, the Company recently hired a new Sales & Marketing
Director with 10 years of experience in the U.K. and U.S. wireless
telecommunications industries.

Competition

NTL, the privatized engineering division of the IBA and now a subsidiary of
NTL Inc. (formerly International CableTel Inc.), is CTI's primary competition
in the terrestrial broadcast transmission market in the United Kingdom. NTL
provides analog transmission services to ITV, Channels 4 and 5, and S4C. It
also has been awarded the transmission contract for the new DTT multiplex
service from Digital 3 & 4 Limited, and is expected to be awarded a similar
contract for the DTT service for SDN (CTI has been awarded similar contracts
for the BBC and BDB--serving a total of four multiplexes compared with NTL's
two). Since its creation in 1991, NTL has diversified from its core television
broadcasting business using its transmission infrastructure to enter into the
radio transmission and telecommunications sectors.

Although CTI and NTL are direct competitors, they have reciprocal rights to
the use of each others' sites for broadcast transmission usage in order to
enable each of them to achieve the necessary country-wide coverage. This
relationship is formalized by the Site-Sharing Agreement entered into in 1991,
the time at which NTL was privatized.

NTL also offers site rental on approximately 1,000 of its sites (some of
which are managed on behalf of third parties). Like CTI, NTL offers a full
range of site-related services to its customers, including installation and
maintenance. CTI believes its towers to be at least as well situated as NTL's
and that it will be able to expand its own third-party site-sharing
penetration. CTI also believes that its penetration of this market has to date
lagged behind NTL only because of the governmental restrictions on the
commercial activities of CTI's business prior to its privatization.

All four U.K. mobile operators own site infrastructure and lease space to
other users. Their openness to sharing with direct competitors varies by
operator. Cellnet and Vodafone have agreed to cut site costs by jointly
developing and acquiring sites in the Scottish Highlands. BT and Cable &
Wireless Communications are both major site sharing customers but also compete
by leasing their own sites to third-parties. BT's position in the market is
even larger when considered in combination with its interest in Cellnet.

Several other companies compete in the market for site rental. These include
British Gas, Racal Network Systems, Aerial Sites Plc, Simoco, Relcom Aerial
Services and the Royal Automobile Club. Some companies own sites initially
developed for their own networks, while others are developing sites
specifically to exploit this market.

CTI faces competition from a large number of companies in the provision of
network services. The companies include NTL, specialty consultants and
equipment manufacturers such as Nortel and Ericsson.

PROPERTIES

In the United States, the Company's interests in its tower sites are
comprised of a variety of fee interests, leasehold interests created by long-
term lease agreements, private easements and easements, licenses or rights-of-
way granted by government entities. In rural areas, a tower site typically
consists of a three- to five-acre tract, which supports towers, equipment
shelters and guy wires to stabilize the structure. Less then 3,000 square feet

are required for a self-supporting tower structure of the kind typically used
in metropolitan areas. The Company's land leases generally have five- or ten-
year terms and frequently contain one or more renewal options. Some land
leases provide "trade-out" arrangements whereby the Company allows the
landlord to use tower space in lieu of paying all or part of the land rent. As
of June 30, 1998, the Company had approximately 487 land leases. Pursuant to
the Senior Credit Facility, the Company's senior lenders have liens on a
substantial number of the Company's land leases and other property interests
in the United States.

In the United Kingdom, tower sites range from less than 400 square feet for
a small rural TV booster station to over 50 acres for a high-power radio
station. As in the United States, the site accommodates the towers, equipment
buildings or cabins and, where necessary, guy wires to support the structure.
Land is either owned freehold, which is usual for the larger sites, or is held
on long-term leases that generally have terms of 21 years or more.

LEGAL PROCEEDINGS

The Company is occasionally involved in legal proceedings that arise in the
ordinary course of business. Most of these proceedings are appeals by
landowners of zoning and variance approvals of local zoning boards. While the
outcome of these proceedings cannot be predicted with certainty, management
does not expect any pending matters to have a material adverse effect on the
Company's financial condition or results of operations.

EMPLOYEES

At June 30, 1998, the Company employed 836 people worldwide. Other than in
the United Kingdom, the Company is not a party to any collective bargaining
agreements. In the United Kingdom, the Company is party to a collective
bargaining agreement with the Broadcast, Entertainment, Cinematographic and
Technicians Union. This agreement establishes bargaining procedures relating
to the terms and conditions of employment for all of CTI's non-management
staff. The Company has not experienced any strikes or work stoppages, and
management believes that the Company's employee relations are good.

REGULATORY MATTERS

United States

Federal Regulations. Both the FCC and FAA regulate towers used for wireless
communications transmitters and receivers. Such regulations control the siting
and marking of towers and may, depending on the characteristics of particular
towers, require registration of tower facilities. Wireless communications
devices operating on towers are separately regulated and independently
licensed based upon the particular frequency used.

The FCC, in conjunction with the FAA, has developed standards to consider
proposals for new or modified antenna structures. These standards mandate that
the FCC and the FAA consider the height of proposed antenna structures, the
relationship of the structure to existing natural or man-made obstructions and
the proximity of the antenna structures to runways and airports. Proposals to
construct or to modify existing antenna structures above certain heights are
reviewed by the FAA to ensure the structure will not present a hazard to
aviation. The FAA may condition its issuance of a no-hazard determination upon
compliance with specified lighting and/or marking requirements. The FCC will
not license the operation of wireless telecommunications devices on towers
unless the tower has been registered with the FCC or a determination has been
made that such registration is not necessary. The FCC will not register a
tower unless it has been cleared by the FAA. The FCC may also enforce special
lighting and painting requirements. Owners of wireless transmissions towers
may have an obligation to maintain painting and lighting to conform to FCC
standards. Tower owners may also bear the responsibility of notifying the FAA
of any tower lighting outage. The Company generally indemnifies its customers
against any failure to comply with applicable regulatory standards. Failure to
comply with the applicable requirements may lead to civil penalties.

The 1996 Telecom Act preempted certain state and local zoning authorities'
jurisdiction over the construction, modification and placement of towers. The
new law prohibits any action that would (i) discriminate between different
providers of personal wireless services or (ii) ban altogether the
construction, modification or placement of radio communications towers.
Finally, the 1996 Telecom Act requires the federal government to help
licensees for wireless communications services gain access to preferred sites
for their facilities. This may require that federal agencies and departments
work directly with licensees to make federal property available for tower
facilities.

Local Regulations. Local regulations include city and other local
ordinances, zoning restrictions and restrictive covenants imposed by community
developers. These regulations vary greatly, but typically require tower owners
to obtain approval from local officials or community standards organizations
prior to tower construction. Local zoning authorities generally have been
hostile to construction of new transmission towers in their communities
because of the height and visibility of the towers.

Licenses Under the Communications Act of 1934. The Company, through certain
of its subsidiaries, holds licenses for radio transmission facilities granted
by the FCC, including licenses for common carrier microwave and paging
services and commercial mobile radio services ("CMRS"), which are subject to
additional regulation by the FCC. The Company is required to obtain the FCC's
approval prior to the transfer of control of any of its FCC licenses.
Consummation of the Offering and the Roll-Up may result in a transfer of
control of the Company under the FCC's rules and policies if, after such
transactions, over 50% of the voting stock of the Company would be owned by
new stockholders. As a precautionary measure, the Company has therefore
applied to the FCC for consent to transfer of control of the Company to the
post-Roll-Up and Offering stockholders to the extent such transactions would
require prior FCC approval. Because it is unlikely that the FCC will act on
these applications prior to the consummation of the Offering and the Roll-Up,
the Company has requested special temporary authorizations from the FCC to
transfer control of its FCC licenses to the post-Roll-Up and Offering
stockholders, to the extent required under the FCC's rules and policies,
pending the FCC's action on the applications. The FCC has granted such special
temporary authorizations to the Company for its common carrier microwave, SMR
and private business radio licenses, but has not yet acted on the requests
relating to the Company's paging authorizations.

The Company, as the parent company of the licensees of common carrier and
CMRS facilities, is also subject to Section 310(b)(4) of the Communications
Act of 1934, as amended, which would limit the Company to a maximum of 25%
foreign ownership absent a ruling from the FCC that foreign ownership in
excess of 25% is in the public interest. In light of the World Trade
Organization Agreement on Basic Telecommunications Services ("WTO Agreement"),
which took effect on February 5, 1998, the FCC has determined that such
investments are generally in the public interest if made by individuals and
entities from WTO-member nations. Upon consummation of the Offering and the
Roll-Up, the Company will be over 25% foreign owned by companies headquartered
in France, the United Kingdom and New Zealand. See "Principal and Selling
Stockholders". Each of these nations is a signatory to the WTO Agreement. The
Company has petitioned the FCC for approval of up to 49.9% foreign ownership,
at least 25% of which will be from WTO-member nations. The Company anticipates
that the FCC will rule favorably upon its request prior to consummation of the
Offering. Receipt of such approval is a condition to consummation of the
Offering.

United Kingdom

Telecommunications systems and equipment used for the transmission of
signals over radio frequencies have to be licensed in the United Kingdom.
These licenses are issued on behalf of the British Government by the Secretary
of State for Trade and Industry under the Telecommunications Act 1984 and the
Wireless Telegraphy Acts 1949, 1968 and 1998. CTI has a number of such
licenses under which it runs the telecommunications distribution and
transmission systems which are necessary for the provision of its transmission
services. CTI's operations are subject to comprehensive regulation under the
laws of the United Kingdom.

Licenses under the Telecommunications Act 1984

CTI has the following three licenses under the Telecommunications Act 1984:

Transmission License. The Transmission License is a license to run
telecommunications systems for the transmission via wireless telegraphy of
broadcasting services. This license is for a period of at least twenty-five
years from January 23, 1997, and is CTI's principal license. Its main
provisions include:

(i) a price control condition covering the provision of all analog radio
and television transmission services to the BBC under the BBC Analog
Transmission Agreement (for an initial price of approximately
(Pounds)44 million for regulated elements of the services provided by CTI
under the BBC Analog Transmission Agreement in the year ended March 31,
1997, subject to an increase cap which is 1% below the rate of increase in
the Retail Price Index over the previous calendar year). The current price
control condition applies until March 31, 2006;

(ii) a change of control provision which requires notification of
acquisitions of interest in CTI of more than 20% by a public
telecommunications operator or any Channel 3 or Channel 5 licensee, which
acquisitions entitle the Secretary of State to revoke the license;

(iii) a site sharing requirement requiring CTI to provide space on its
towers to analog and digital broadcast transmission operators and including
a power for the Director General of Telecommunications ("OFTEL"), as the
regulator, to determine prices if there is failure between the site owner
and the prospective site sharer to agree to a price;

(iv) a fair trading provision enabling OFTEL to act against anti-
competitive behavior by the licensee; and

(v) a prohibition on undue preference or discrimination in the provision
of the services it is required to provide third parties under the
Transmission License.

OFTEL is in the process of assessing a complaint made by Classic FM and NTL
in respect of certain charges, imposed previously by the BBC under the Site-
Sharing Agreement with NTL for the use by Classic FM of BBC radio antennas and
passed on to Classic FM by NTL. OFTEL is currently taking the position that
the Site-Sharing Agreement did not cover charges for new services to customers
such as classic FM, thereby enabling OFTEL to intervene and determine the
appropriate rate under the "Applicable Rate" mechanism in CTI's Transmission
License, although as of June 15, 1998, it had not yet issued a final decision
to this effect. This procedure could result in an amendment to the Site-
Sharing Agreement and could in turn lead to a diminution of CTI's income of
approximately (Pounds)300,000 per annum (equivalent to approximately 0.4% of
revenues and 1.0% of EBITDA for the fiscal year ended March 31, 1997).

CTI is discussing with OFTEL certain amendments to CTI's Telecommunications
Act Transmission License to ensure that the price control condition
accommodates the provision by CTI of additional contractually agreed upon
services to the BBC in return for additional agreed upon payments. See "Risk
Factors--Regulatory Compliance and Approval".

The Secretary of State has designated the Transmission License a public
telecommunications operator ("PTO") license in order to reserve to himself
certain emergency powers for the protection of national security. The PTO
designation is, however, limited to this objective. CTI does not have a full
domestic PTO license and does not require one for its current activities. The
Department of Trade and Industry has, nevertheless, indicated that it would be
willing to issue CTI such a license. As a result CTI would gain wider powers
to provide services to third parties including public switched voice telephony
and satellite uplink and would grant CTI powers to build out its network over
public property (so-called "code powers").

General Telecom License. The General Telecom License is a general license to
run telecommunications systems and authorizes CTI to run all the necessary
telecommunications systems to convey messages to its transmitter sites (e.g.,
via leased circuits or using its own microwave links). The license does not
cover the provision of public switched telephony networks (which would require
a PTO license as described above).

Satellite License. The Satellite License is a license to run
telecommunications systems for the provision of satellite telecommunication
services and allows the conveyance via satellite of messages, including data
and radio broadcasting. The license excludes television broadcasting direct to
the home via satellite although distribution via satellite of television
broadcasting services which are to be transmitted terrestrially is permitted.

Licenses under the Wireless Telegraphy Acts 1949, 1968 and 1998

CTI has three licenses under the Wireless Telegraphy Acts 1949, 1968 and
1998, authorizing the use of radio equipment for the provision of certain
services over allocated radio frequencies:

(i) a Broadcasting Services License in relation to the transmission
services provided to the BBC, Virgin Radio and Talk Radio;

(ii) a Fixed Point-to-Point Radio Links License; and

(iii) two DAB Test and Development Licenses.

All the existing licenses under the Wireless Telegraphy Acts 1949, 1968 and
1998 have to be renewed annually with the payment of a significant fee. The
BBC is obligated under the BBC Analog Transmission Contract and the BBC
Digital Transmission Contract to pay most of those fees.

ENVIRONMENTAL MATTERS

The Company's operations are subject to foreign, federal, state and local
laws and regulations relating to the management, use, storage, disposal,
emission, and remediation of, and exposure to, hazardous and nonhazardous
substances, materials and wastes ("Environmental Laws"). As an owner and
operator of real property, the Company is subject to certain Environmental
Laws that impose strict, joint and several liability for the cleanup of on-
site or off-site contamination relating to existing or historical operations,
and also could be subject to personal injury or property damage claims
relating to such contamination. The Company is potentially subject to cleanup
liabilities in both the United States and the United Kingdom.

The Company also is subject to regulations and guidelines that impose a
variety of operational requirements relating to RF emissions. The potential
connection between RF emissions and certain negative health effects, including
some forms of cancer, has been the subject of substantial study by the
scientific community in recent years. To date, the results of these studies
have been inconclusive. Although the Company has not been subject to any
claims relating to RF emissions, it has established operating procedures
designed to reduce employee exposures to RF emissions and is presently
evaluating certain of its towers and transmission equipment in the United
States and the United Kingdom to determine whether RF emission reductions are
possible.

In addition, the Company is subject to licensing, registration and related
requirements concerning tower siting, construction and operation. In the
United States, the FCC's decision to license a proposed tower may be subject
to environmental review pursuant to the National Environmental Policy Act of
1969 ("NEPA"), which requires federal agencies to evaluate the environmental
impacts of their decisions under certain circumstances. The FCC regulations
implementing NEPA place responsibility on each applicant to investigate any
potential environmental effects of a proposed operation and to disclose any
significant effects on the environment in an environmental assessment prior to
commencing construction. In the event the FCC determines that a proposed tower
would have a significant environmental impact, the FCC would be required to
prepare an environmental impact statement. This process could significantly
delay or prevent the registration or construction of a particular tower, or
make tower construction more costly. In certain jurisdictions, local laws or
regulations may impose similar requirements.

The Company believes that it is in substantial compliance with all
applicable Environmental Laws. Nevertheless, there can be no assurance that
the costs of compliance with existing or future Environmental Laws will not
have a material adverse effect on the Company's business, results of
operations, or financial condition.

THE ROLL-UP

GENERAL

On April 24, 1998, the Company entered into a Share Exchange Agreement
pursuant to which, concurrently with the consummation of the Offering, (i) all
shareholders of CTSH (other than the Company, TdF and DFI) will exchange their
shares of capital stock of CTSH for shares of Common Stock of the Company and
(ii) DFI will exchange its shares of capital stock of CTSH for shares of Class
A Common Stock of the Company. In connection with such exchanges, the Company
will exercise warrants to acquire additional shares of capital stock of CTSH
and subscribe for additional shares of capital stock of CTSH. Such
transactions are collectively referred to herein as the "Exchange". Upon
consummation of the Exchange, the Company will own 80.0% of CTSH and TdF will
own the remaining 20.0%. Immediately prior to the Exchange, (i) each share of
the Company's Existing Class A Common Stock will be converted into 1.523148
shares of Common Stock, (ii) each share of the Company's Existing Class B
Common Stock will be reclassified as one share of Common Stock and (iii) each
share of the Company's Existing Preferred Stock will be converted into one
share of Common Stock.

Upon the consummation of the Offering, after giving effect to the Roll-Up:
(i) DFI will own all of the outstanding Class A Common Stock (which is
convertible into shares of Common Stock and represents a 10.4% beneficial
ownership interest in the Company's Common Stock) and DFI and TdF together
will beneficially own 25.0% of the Company's Common Stock (which gives effect
to TdF (i) exchanging its shares of, and warrants for, capital stock of CTSH
for shares of, and warrants for, Class A Common Stock, (ii) exercising such
warrants and (iii) converting such shares of Class A Common Stock into, and
DFI converting its shares of Class A Common Stock into, shares of Common Stock
(the "TdF Conversions")); (ii) the Candover Group will beneficially own 11.6%
of the Company's Common Stock; (iii) the Berkshire Group will beneficially own
21.2% of the Company's Common Stock; (iv) the Centennial Group will
beneficially own 10.0% of the Company's Common Stock; (v) the Crown Parties
will beneficially own 3.8% of the Company's Common Stock; and (vi) executive
officers of the Company (excluding Mr. Crown) will beneficially own 6.1% of
the Company's Common Stock. See "Principal and Selling Stockholders".

In addition, subject to certain conditions, (i) during the two-year period
following consummation of the Offering, TdF will have the right to exchange
its shares of capital stock of CTSH for shares of Class A Common Stock of the
Company at the Exchange Ratio and (ii) on the second anniversary of the
consummation of the Offering, the Company will have the right to require TdF
to exchange its shares of capital stock of CTSH for shares of Class A Common
Stock of the Company at the Exchange Ratio; provided, however, that in each
case TdF will retain its governance rights with respect to CTI until its
ownership interest in the Company falls below 5%. See "Risk Factors--Risks
Related to Agreements with TdF", "--Roll-Up Agreements" and "Description of
Capital Stock".

ROLL-UP AGREEMENTS

The following descriptions of the Share Exchange Agreement, the Governance
Agreement, the Stockholders Agreement, the CTSH Shareholders Agreement and the
CTI Operating Agreement (each defined below), which are related to the Roll-Up
and to which the Company is a party, are qualified in their entirety by
reference to the complete texts of the agreements, each of which has been
filed as an exhibit to the registration statement of which this Prospectus
forms a part. Certain capitalized terms used but not defined below have the
meanings assigned to such terms under "--Certain Definitions" below.

Share Exchange Agreement

On April 24, 1998, the Company entered into a Share Exchange Agreement (the
"Share Exchange Agreement") with CTSH, TdF, DFI and certain shareholders of
CTSH (the "CTSH Shareholders") in order to effect the exchange of certain CTSH
ordinary shares, nominal value 1 pence ("CTSH Ordinary Shares"), and CTSH
preference shares, nominal value 1 pence each ("CTSH Preference Shares" and,
together with the CTSH Ordinary Shares, the "CTSH Shares"), held by DFI and
the CTSH Shareholders for shares of Class A Common Stock of the Company, in
the case of DFI, and shares of Common Stock of the Company, in the case of the
CTSH Shareholders. DFI will exchange 1,620,000,000 CTSH Shares for 11,340,000
shares of Class A Common Stock of the Company and the remaining CTSH
Shareholders will exchange, in the aggregate, 2,981,100,000 CTSH Shares for
20,867,700 shares of Common Stock of the Company. The exchange ratio, in the
case of each CTSH Shareholder, was 7.0 shares of Common Stock and, in the case
of DFI, was 7.0 shares of Class A Common Stock, in each case for one CTSH
Ordinary Share together with 999 CTSH Preference Shares. In connection with
such exchanges, the Company will exercise warrants for 515,000,000 CTSH Shares
at 1 pence per share and subscribe for 10,210,000 CTSH Shares at 2.5 pence per
share. Following consummation of the Exchange, the Company and TdF will remain
as the only two shareholders of CTSH with the Company and TdF holding 80% and
20%, respectively, of the outstanding capital stock of CTSH.

Governance Agreement

Concurrently with the consummation of the Offering, the Company, TdF and DFI
will enter into the Governance Agreement (the "Governance Agreement") to
provide for certain rights and obligations of the Company, TdF and DFI with
respect to the governance of the Company following the consummation of the
Roll-up.

Governance

Subject to certain limitations and conditions described below, super-
majority voting requirements or veto rights of TdF may apply in connection
with certain actions proposed to be undertaken by the Company as described
below.

Super-Majority Voting Requirements. Subject to certain limitations and the
termination of such super-majority voting requirements as described in "--
Governance Limitations" below, as long as TdF is Qualified, a Special Majority
Vote of the Board is required for the Company or any subsidiary of the Company
to take any of the following actions:

(i) the amendment of the Certificate of Incorporation or By-laws;

(ii) any acquisition of any assets, business, operations or securities
(other than with respect to any redemption of the Senior Convertible
Preferred Stock in accordance with its terms) by the Company or any
subsidiary thereof by merger, joint venture or otherwise (whether in one
transaction or a series of related transactions) other than any such
acquisition by the Company or any of its subsidiaries if the Company's
and/or any such subsidiary's pro rata Total Enterprise Value in respect of
such acquisition, prior to giving effect thereto, is less than or equal to
the greater of $20.0 million and 2% of the Total Enterprise Value of the
Company and its subsidiaries taken as a whole;

(iii) any disposition (other than with respect to asset swaps) of any
assets, business, operations or securities by the Company or any subsidiary
thereof (whether in one transaction or a series of related transactions)
other than a disposition by the Company or any of its subsidiaries where
the Company's and/or any such subsidiary's pro rata Total Enterprise Value
in the consideration received in respect of such disposition, prior to
giving effect thereto, is less than or equal to the greater of $20.0
million and 2% of the Total Enterprise Value of the Company and its
subsidiaries taken as a whole;

(iv) any Strategic Alliance which is material to the Company and its
subsidiaries, taken as a whole;

(v) any incurrence, assumption or issuance by the Company or any of its
subsidiaries of Indebtedness other than (A) Indebtedness existing on the
date of the consummation of the Offering and any Permitted

Indebtedness (including in each case any refinancings which do not increase
the principal amount thereof), (B) any other Indebtedness if the Company's
Debt to Adjusted Consolidated Cash Flow Ratio at the time of incurrence of
such Indebtedness, after giving pro forma effect to such incurrence or
issuance as of such date and to the use of proceeds therefrom as if the
same had occurred at the beginning of the most recently ended four full
fiscal quarterly periods of the Company for which internal financial
statements are available, would have been no greater than 5.5 to 1.0 and
(C) any refinancing of any Indebtedness the incurrence of which was
approved by a Special Majority Vote of the Board, which refinancing does
not increase the principal amount of such Indebtedness;

(vi) any transaction between (A) the Company or any of its subsidiaries,
on the one hand, and (B) any Stockholder (as defined below) or affiliate of
the Company (other than any subsidiary of the Company and other than TdF
and its affiliates), on the other hand;

(vii) the issuance of any equity security of the Company or any
subsidiaries of the Company (subject to certain limitations, including
without limitation, the grant or exercise of certain options to purchase
Common Stock to employees, directors or consultants of the Company and the
issuance of shares of Common Stock issuable upon conversion of, or in
respect of dividends on, the Preferred Stock, or upon exercise of the
warrants granted in connection with the issuance of the Preferred Stock
(the "Senior Preferred Warrants"));

(viii) any Business Combination entered into by the Company;

(ix) the dissolution of the Company, the adoption of a plan of
liquidation of the Company or any action by the Company relating to
bankruptcy or insolvency; and

(x) any amendment to the Rights Plan other than any such amendment for
the purpose of permitting any transaction which is permitted under the
terms of the Governance Agreement or required by applicable law.

Veto Rights. Subject to certain limitations and the termination of such
rights as described in "--Governance Limitations" below, TdF has a veto right
(the "Veto") over the following actions of the Company or any subsidiary of
the Company:

(i) (A) the creation or issuance of any new class of security of the
Company or any class of security of a subsidiary of the Company (other than
where all such subsidiary's securities are issued to the Company), or any
right to acquire such security, (B) the issuance of any Class A Common
Stock to any person other than TdF or its affiliates (other than the
Company) (the "TdF Group") or (C) any amendment to the Certificate of
Incorporation or By-laws (other than any amendment required by applicable
law or any ruling or order of any court or governmental body) (including
without limitation any such amendment to increase the number of directors
constituting the entire Board), with, in the case of clause (A) or (B), the
intent or effect of materially adversely affecting the legal rights of TdF
under the Governance Agreement or the Stockholders Agreement;

(ii) the acquisition in one or a series of related transactions,
including without limitation any enforceable right of any other person to
require any deferred acquisition (whether by merger, consolidation, joint
venture, the purchase of stock or assets or otherwise) of a business,
operations, securities or assets not in a Permitted Business Line, which
acquisition by the Company or any of its subsidiaries if the Company's
and/or any such subsidiary's pro rata Total Enterprise Value in respect of
such acquisition, immediately prior to giving effect thereto, would
constitute more than 10% of the Total Enterprise Value of the Company and
its subsidiaries taken as a whole;

(iii) the acquisition in one or a series of related transactions,
including without limitation any enforceable right of any other person to
require any deferred acquisition (whether by merger, consolidation, joint
venture, the purchase of stock or assets or otherwise) of a business,
operations, securities or assets which is (or are) in a Permitted Business
Line (other than any part thereof which is not material in relation to the
whole of such business, operations, securities or assets), which
acquisition, by the Company or any of its subsidiaries if the value of the
Company's and/or any such subsidiary's pro rata Total Enterprise Value

in respect of such acquisition, immediately prior to giving effect thereto,
would constitute, (A) prior to December 31, 1999, the greater of $750.0
million and more than 25% of the Total Enterprise Value of the Company and
its subsidiaries taken as a whole and (B) following December 31, 1999, more
than 25% of the Total Enterprise Value of the Company and its subsidiaries
taken as a whole (it being understood that at the time of any subsequent
optional purchase relating to such acquisition the value of the Company's
and/or any such subsidiary's pro rata Total Enterprise Value will be the
pro forma value of the entire interest);

(iv) any Strategic Alliance with certain parties;

(v) the disposition (other than with respect to asset swaps) in one or a
series of related transactions, including without limitation any
enforceable right of any other person to require any deferred disposition
of a business or assets, if the value of the Company's and/or any such
subsidiary's pro rata Total Enterprise Value in the consideration received
in respect of such disposition, immediately prior to giving effect thereto,
(including the assumption of any Indebtedness of the Company in connection
therewith) exceeds 10% of the Total Enterprise Value of the Company and its
subsidiaries taken as a whole; provided, however, that excluded from the
foregoing will be any disposition by the Company or any of its subsidiaries
of any specific interest of the Company and/or any of its subsidiaries in
certain other permitted acquisitions, which interest the Board, as
evidenced by resolution duly adopted by the Board prior to such
acquisition, firmly intended to dispose of following such acquisition, and
which is disposed of by the Company or any subsidiary of the Company within
twelve months of such acquisition;

(vi) any Business Combination, except as permitted pursuant to the
exercise of the CTSH Option, as described below; and

(vii) the issuance by the Company to any person in one or more
transactions of equity securities or the right to purchase equity
securities (other than with respect to the Rights issued under the Rights
Plan) representing 25% (or if the Company elects by notice in writing to
TdF, 30%) (the "Relevant Percentage") or more of the aggregate amount of
the outstanding equity securities of the Company (it being understood that
any such issuance the consummation of which would result in a Business
Combination will be treated solely under the foregoing clause (vi)).

Governance Limitations. Subject to certain conditions, the super-majority
requirements described under "--Super-Majority Voting Requirements" above will
not apply if there is a vote of the Board under the following circumstances:
(i) following the second anniversary of the consummation of Roll-Up, six
independent directors have been elected to the Board and vote on the proposed
action; provided, however, that one existing independent director previously
has been replaced (other than the independent director initially nominated by
TdF) , (ii) seven independent directors have been elected to the Board and
vote on the proposed action; provided, however, that one existing independent
director previously has been replaced (other than the independent director
initially nominated by TdF) or (iii) any vote of the Board after the fifth
anniversary of the consummation of the Roll-Up.

Subject to certain conditions, following the fifth anniversary of the
consummation of the Roll-Up, the Company or any of its subsidiaries may take
any of the actions set forth in clauses (ii), (iii), (iv) and (v) under "--
Veto Rights" above without the prior written consent of TdF, and following the
tenth anniversary of the consummation of the Roll-Up, the Company or any of
its subsidiaries may take the action set forth in clauses (i), (vi) and (vii)
under "--Veto Rights" above without the prior written consent of TdF. Prior to
such fifth or tenth anniversary, as applicable, so long as TdF is Qualified,
no action by the Company or any subsidiary may be taken without the prior
written consent of TdF other than an action described in clauses (iii) and
(iv) under "--Veto Rights" above that, to TdF's knowledge (after having made
all reasonable inquiries in the circumstances of appropriate management of the
members of the TdF Group), is proposed to be entered into by any member of the
TdF Group in competition with, or to the exclusion of, the Company or any
subsidiary of the Company. In addition, no member of the TdF Group may enter
into any transaction falling within a Permitted Business Line that TdF vetoed
within six months after the relevant Veto.

Anti-dilution

Except in certain circumstances described below, as long as TdF remains
Qualified, the Company will not issue, sell or transfer any equity securities
to any person (other than in connection with the Offering but only to the
extent that the consolidated percentage ownership interest of the TdF Group is
not thereby reduced to less than 20%) unless TdF is offered in writing the
right to purchase, at the same cash price and on the same other terms
proposed, an amount of such equity securities as is necessary for the TdF
Group to maintain its consolidated percentage ownership in the Company.

The anti-dilutive right set forth above does not apply in a number of
circumstances, including without limitation, the grant or exercise of certain
options to purchase Common Stock to employees, directors or consultants of the
Company and the issuance of shares of Common Stock issuable upon conversion
of, or in respect of dividends on, the Preferred Stock, or upon exercise of
the Senior Preferred Warrants.

Standstill

Subject to certain exceptions and the time limitations described under "--
Time Limitations" below, no member of the TdF Group will, without the prior
written consent of the Board: (a) acquire, offer to acquire, or agree to
acquire, by purchase, gift or otherwise, the beneficial ownership of any
voting securities of the Company if the ownership interest of the TdF Group
(the "TdF Group Interest") upon the consummation thereof would be greater than
the Relevant Percentage; (b) publicly propose that TdF or any member of the
TdF Group enter into, directly or indirectly, any Business Combination
involving the Company or propose to purchase, directly or indirectly, a
material portion of the assets of the Company or any subsidiary of the
Company, or make any such proposal privately (other than any such proposal
with respect to CTSH and its assets) if it would reasonably be expected to
require the Company to make a public announcement regarding such proposal; (c)
make, or in any way participate in, directly or indirectly, any "solicitation"
of "proxies" (as such terms are used in Regulation 14A promulgated under the
Exchange Act) to vote or consent with respect to any voting securities of the
Company in opposition to the recommendation of a Special Majority Vote of the
Board or become a "participant" in any "election contest" (as such terms are
defined or used in Rule 14a-11 under the Exchange Act) in opposition to the
recommendation of a Special Majority Vote of the Board; (d) act in concert
with any person for the purposes prohibited by subparagraph (a) or (b) above;
(e) except in accordance with the terms of the Stockholders Agreement, seek
election to or seek to place a representative on the Board or seek the removal
of any member of the Board; (f) (i) solicit, seek to effect, negotiate with or
provide nonpublic information to any other person with respect to or (ii)
otherwise make any public announcement or proposal whatsoever with respect to,
any form of business combination (with any person) involving a change of
control of the Company or the acquisition of a substantial portion of the
voting securities and/or equity securities or assets of the Company or any
subsidiary of the Company, including a merger, consolidation, tender offer,
exchange offer or liquidation of the Company assets, or any restructuring,
recapitalization or similar transaction with respect to the Company or any
subsidiary of the Company; or (g) publicly disclose any intention, plan or
arrangement, or provide advice or assistance to any person, inconsistent with
the foregoing.

Transfer Restrictions

Subject to certain time limitations described under "--Time Limitations"
below, TdF is subject to certain transfer restrictions on its voting
securities of the Company. Subject to certain limitations, such restrictions
do not apply to certain transactions, including without limitation, an
underwritten public offering, a sale pursuant to Rule 144(e) and Rule 144(f)
under the Securities Act and sales upon five business days' prior notice to
the Company pursuant to the terms of any tender or exchange offer for voting
securities of the Company made pursuant to the applicable provisions of the
Exchange Act or pursuant to any business combination. Subject to certain
limited exceptions, TdF or any member of the TdF Group desires to transfer to
any person 5% or more of the voting securities of the Company, the Company
will have the right to purchase all, or any part in excess of such 5%, of the
voting securities of the Company for cash at the price at which they are to be
transferred.

Voting

Whenever TdF has the right to vote any voting securities of the Company and
any person has initiated, proposed or otherwise solicited stockholders of the
Company in a "proxy-contest" or any proposal for the election of any member to
the Board has received a negative vote, which in either case, has been
recommended by a Special Majority Vote of the Board, TdF will be present and
vote or consent with respect to all voting securities of the Company
beneficially owned by it in the manner recommended by a Special Majority Vote
of the Board or, if so requested by a Special Majority Vote of the Board, vote
or cause to be voted all voting securities of the Company beneficially owned
by it in the same proportion as the votes cast by or on behalf of the other
holders of voting securities of the Company.

Time Limitations

The standstill, transfer restriction and voting provisions described above
will cease to apply after the fifth anniversary of the consummation of the
Roll-Up or the earlier of: (i) any person (other than Berkshire Fund III, A
Limited Partnership, Berkshire Investors LLC and Berkshire Fund IV, Limited
Partnership, their affiliates and their respective partners or members (the
"Berkshire Group")) who holds, in person or as a group, less than the amount
permitted to be held by the Berkshire Group without such person constituting
an "Acquiring Person" under the Rights Plan beneficially owns or controls 15%
or more of the voting securities and/or 15% or more of the outstanding equity
securities (other than certain issuances of preferred stock) of the Company
without a standstill agreement (which includes customary standstill provisions
and terms no more favorable than those to which TdF is subject under the
Governance Agreement) being entered into between the Company and such person;
(ii) a business combination or other change in control of the Company has
occurred or has been agreed to or acquiesced in by the Board or the
consummation of (A) certain events described in the BBC Analog Transmission
Contract or the BBC Digital Transmission Contract, (B) any bona fide
unsolicited written offer by any person to acquire voting securities and/or
equity securities of the Company, which, if consummated, or any acquisition by
any person of any such securities which, when consummated, results in such
person beneficially owning, directly or indirectly, more than the Relevant
Percentage of the voting securities and/or equity securities of the Company
(an "Unsolicited Offer") or (C) a bona fide unsolicited written offer to
acquire a percentage of the equity securities of the Company which, if it were
to be consummated or otherwise allowed to occur without the consent or
approval of the BBC, would or might result in the BBC having the right to
terminate the BBC Analog Transmission Contract or the BBC Digital Transmission
Contract (a "Special Business Combination"); (iii) TdF is no longer Qualified;
(iv) no voting security of the Company is publicly traded; or (v) the Company
has redeemed the Rights under the Rights Plan.

In addition, the standstill and voting provisions described above will be
suspended during any period from the date of the commencement by any person
(other than TdF or any member of the TdF Group) of an Unsolicited Offer or a
Special Business Combination to the date of closing, abandonment or
termination of all such Offers (including any offer commenced by TdF or any
member of the TdF Group following such suspension) and will thereafter be
reinstated as in effect prior to the commencement of any such Unsolicited
Offer or Special Business Combination.

CTSH Option

TdF will have the right to exercise the CTSH Option (as defined below) if
TdF is Qualified and (i) the Board has approved a Business Combination by a
Special Majority Vote, TdF thereafter vetoes such Business Combination and,
subsequent to the exercise of the Veto by TdF, a majority of the entire Board
(excluding the two TdF Designees) resolves to override such Veto by TdF; (ii)
an Unsolicited Offer by any person (other than any member of the TdF Group)
has commenced or occurred; or (iii) a Special Business Combination has been
commenced by any person (other than any member of the TdF Group). The CTSH
Option is exercisable irrevocably by notice in writing given to the Company
within five days following agreement between the parties as to, or receipt of
notice of the determination of, the fair market value per share of the CTSH
Shares and certain warrants to purchase CTSH Shares (the "CTSH Warrants")
(assuming the payment of the exercise price of such

Warrants) (the "CTSH Per Share Value"). Upon exercise, TdF will have the
option (the "CTSH Option") to (x) acquire for cash by itself or together with
any other person, all, but not less than all, the CTSH Shares beneficially
owned by the Company (the "Company CTSH Shares") at such CTSH Per Share Value,
(y) sell for cash to the Company the CTSH Shares beneficially owned by TdF
(the "TdF CTSH Shares") and the CTSH Warrants beneficially owned by TdF (the
"TdF CTSH Warrants") at such CTSH Per Share Value or (z) maintain the TdF CTSH
Shares and the TdF CTSH Warrants without regard to the event giving rise to
the CTSH Option.

In the case of an Unsolicited Offer or a Special Business Combination, if
TdF has elected to exercise the CTSH Option pursuant to clause (x) of the
first paragraph under "--CTSH Option" and the satisfaction or waiver of
certain specified conditions to such CTSH Option has not been obtained under
certain circumstances, TdF will have the option to declare the exercise of the
CTSH Option pursuant to such clause (x) to be null and void and to exercise
the CTSH Option pursuant to either clause (y) or clause (z) of the first
paragraph under "--CTSH Option" in lieu thereof.

If the Business Combination is not consummated (or an Unsolicited Offer or
Special Business Combination is abandoned or terminated) by reason primarily
of the exercise by TdF of the CTSH Option pursuant to clause (x) above, then
the Company may nevertheless require TdF to proceed with the purchase (the
"Required Purchase") of the Company CTSH Shares at the CTSH Per Share Value,
subject to the satisfaction or waiver of certain specified conditions and the
non-occurrence prior to the closing of the Required Purchase of (i) any event
or development of a state of circumstances or facts which has had or is
reasonably likely to have, individually or in the aggregate, a material
adverse effect on CTSH and its subsidiaries taken as a whole or (ii)(A) a
suspension of trading in the Company's Common Stock by the Commission or
Nasdaq or the establishment of limited or minimum prices in trading of
securities generally on the New York Stock Exchange, Inc., or Nasdaq or (B)
banking moratoriums having been declared either by Federal or New York State
authorities. If TdF exercises the CTSH Option pursuant to clause (x) in the
first paragraph of this section, TdF may pay all or any part of the purchase
price therefor by surrendering to the Company on the closing of such exercise
shares of Class A Common Stock (which will be valued at the offer price per
share of Common Stock pursuant to the Business Combination, Unsolicited Offer,
or Special Business Combination, as applicable, giving rise to the CTSH
Option).

Immediately prior to the consummation of any Business Combination,
Unsolicited Offer or Special Business Combination, TdF will have the right to
require the Company to purchase one-half of the shares of Class A Common Stock
held by the TdF Group, as applicable, for cash in an amount equal to the
product of (x) the offer price per share of Common Stock pursuant to the
Business Combination, Unsolicited Offer or Special Business Combination, as
applicable, and (y) one-half of the number of such shares of Class A Common
Stock held by the TdF Group.

Put and Call Rights

TdF Put Right. From the date of the Governance Agreement and continuing
until the second anniversary of the consummation of the Roll-Up, TdF will have
the right in its sole discretion, upon the delivery of a notice (the "TdF Put
Notice") by TdF to the Company, to require the Company, subject to the
satisfaction of certain specified conditions, (A) subject to proviso (B) in
"--Put and Call Limitations" below, to purchase all, but not less than all
(except for one CTSH Ordinary Share), of the TdF CTSH Shares beneficially
owned by the TdF Group in exchange for that number of shares of Class A Common
Stock which is equal to the product of (x) the Exchange Ratio and (y) the
number of all (but one CTSH Ordinary Share) of such TdF CTSH Shares (the "TdF
Put Shares") and (B) to issue in exchange for the TdF CTSH Warrants (i) the
warrants for Company Stock issued to TdF upon exercise of the TdF Put Right
(the "TdF CCIC Warrants") for a number of shares of Class A Common Stock which
is equal to the product of (x) the Exchange Ratio and (y) the number of TdF
CTSH Shares represented by the TdF CTSH Warrants and (ii) 100,000 shares of
Class A Common Stock, subject to adjustment in certain circumstances.

Company Call Right. On the second anniversary of the consummation of the
Roll-Up (or, if an Unsolicited Offer or Special Business Combination is
outstanding on such date, such date as is five days following the termination
or abandonment of such Unsolicited Offer or Special Business Combination)
unless (i) the closing of the TdF Put Right has previously been consummated,
(ii) the weighted average price per share of Common Stock over the five
trading days immediately preceding the second anniversary of the date of the
consummation of the Roll-Up (the "Common Stock Call Price") is less than or
equal to $12 (as adjusted for any stock split, stock dividend, rights
offering, recapitalization, reclassification or other similar transaction), or
(iii) a Business Combination has been consummated, or an Unsolicited Offer or
a Special Business Combination is outstanding or has been consummated and TdF
has exercised the CTSH Option pursuant to clause (x) of the first paragraph in
CTSH Option section above, the Company will have the right in its sole
discretion, upon the delivery of a notice (the "Company Call Notice") by the
Company to TdF on such date, to require, subject to the satisfaction of
certain specified conditions, subject to proviso (B) in "--Put and Call
Limitations" below, TdF to transfer and deliver to the Company all, but not
less than all (except for one CTSH Ordinary Share), of the TdF CTSH Shares and
the TdF CTSH Warrants beneficially owned by the TdF Group in exchange for the
TdF Put Shares, the TdF CCIC Warrants and 100,000 shares of Class A Common
Stock, subject to adjustment in certain circumstances.

Put and Call Limitations. Subject to certain conditions, the closing of the
Company Call Right or the TdF Put Right, as the case may be, shall take place
on the tenth business day after the date on which TdF received the Company
Call Notice or the TdF Put Notice, as the case may be. Notwithstanding the
foregoing, if (A) (i) a legal prohibition prevents consummation of the Company
Call Right or the TdF Put Right, as the case may be, and TdF uses its
reasonable best efforts to remove any such legal prohibition, TdF will be
deemed to be Qualified for purposes of the Governance Agreement for the lesser
of (x) the first anniversary of the date of the Company Call Notice or the TdF
Put Notice, as the case may be, and (y) the closing of the Company Call Right
or the TdF Put Right, as the case may be, or (ii) the BBC has not approved the
exercise of the Company Call Right or the TdF Put Right, as the case may be,
or has approved the Company Call Right or the TdF Put Right, as the case may
be, subject to conditions which are reasonably deemed by the Company or TdF to
be onerous and TdF uses its reasonable best efforts to obtain such BBC
approval and to permit the Company to consummate the Company Call Right or the
TdF Put Right, as the case may be, TdF will be deemed to be Qualified for
purposes of the Governance Agreement for so long as (x) TdF continues to
exercise its reasonable best efforts to obtain such removal or approval and
(y) the TdF Consolidated Group Interest is not less than 10.5%; or (B) if the
BBC does not approve the exercise of the Company Call Right or the TdF Put
Right in whole, as the case may be, or has approved the Company Call Right or
the TdF Put Right in whole subject to conditions that are reasonably deemed by
the Company or TdF to be onerous, the Company shall be permitted to consummate
the Company Call Right or the TdF Put Right in respect of so many of the TdF
CTSH Shares and TdF CTSH Warrants as do not require the consent of the BBC,
and TdF shall be deemed to be Qualified for purposes of the Governance
Agreement for so long as (x) TdF continues to exercise its reasonable best
efforts to obtain such removal or approval and (y) the TdF Consolidated Group
Interest is not less than 10.5%.

Stockholders Agreement

Concurrently with the consummation of the Offering, the Company will enter
into the Stockholders Agreement (the "Stockholders Agreement") with certain
stockholders of the Company (the "Stockholders") to provide for the certain
rights and obligations of the Company and the Stockholders with respect to the
governance of the Company and the Stockholders' shares of Common Stock or
Class A Common Stock, as the case may be, following the consummation of the
Exchange.

General Restrictions On Transfers

Each Stockholder has agreed that it will not, directly or indirectly, sell
or otherwise transfer any shares of Common Stock (and Class A Common Stock in
the case of TdF and DFI) (the "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 executes the Stockholders
Agreement and makes certain specified representations and warranties regarding
its ability to execute the Stockholders Agreement.

Subject to certain exceptions, if a sale or transfer of Shares is made by a
Stockholder to a third party, such Shares will immediately cease to be subject
to the Stockholders Agreement. If a sale or transfer of Shares results in the
selling stockholder or its permitted transferees ceasing to own any Shares,
such selling stockholder shall cease to be a party to the Stockholders
Agreement.

Governance

Board of Directors. The Board will consist of 12 members.

Board Representation. (i) So long as TdF is Qualified, TdF will have the
right to appoint two directors pursuant to the terms of the Class A Common
Stock set forth in the charter (the "TdF Designees"); provided, however, that
if TdF is not Qualified, such members of the TdF Group shall, so long as the
ownership interest of the TdF Group is at least 5.0%, have the right to
appoint a director pursuant to the terms of such Class A Common Stock (the
"TdF Designee"); (ii) so long as the ownership interest of Robert A. Crown,
Barbara Crown and their permitted transferees (the "Crown Parties") has a
market value of at least $10.0 million, the members of the Crown Parties
holding in the aggregate a majority of the aggregate number of Shares held of
record by the Crown Parties will have the right to designate one nominee for
election as a director (the "Crown Designee"); (iii) so long as the Ted B.
Miller, Jr. and his permitted transferees (the "Initial Stockholder Group")
maintains an ownership interest, the members of the Initial Stockholder Group
holding in the aggregate a majority of the aggregate number of Shares held of
record by the Initial Stockholder Group will have the right to designate one
nominee for election as a director (the "Initial Stockholder Designee"); (iv)
the Chief Executive Officer of the Company will have the right to designate
one nominee for election as a director (the "CEO Designee"); (v) so long as
the ownership interest of Centennial Fund IV, L.P., Centennial Fund V, L.P.,
Centennial Entrepreneurs Fund V, L.P., their affiliates and respective
partners (the "Centennial Group") is at least 5.0%, members of the Centennial
Group holding in the aggregate a majority of the aggregate number of Shares
held of record by the Centennial Group will have the right to designate one
nominee for election as a director (the "Centennial Designee"); (vi) so long
as the ownership interest of the Berkshire Group is at least 5.0%, the members
of the Berkshire Group holding in the aggregate a majority of the aggregate
number of Shares held of record by the Berkshire Group will have the right to
designate one nominee for election as a director (the "Berkshire Designee");
(vii) so long as the ownership interest of Nassau Capital Partners II, L.P.,
NAS Partners I, L.L.C., their affiliates and their respective partners (the
"Nassau Group") is not less than the ownership interest of the Nassau Group
immediately following the closing of the Offering, the members of the Nassau
Group holding in the aggregate a majority of the aggregate number of Shares
held of record by the Nassau Group will have the right to designate one
nominee for election as a director (the "Nassau Designee"); and (viii) all
directors other than the Designees ("General Directors") will be nominated in
accordance with the Certificate of Incorporation and By-laws.

Solicitation and Voting of Shares. With respect to each meeting of
stockholders of the Company at which directors are to be elected, the Company
will use its best efforts to solicit from the stockholders of the Company
eligible to vote in the election of directors proxies in favor of the nominees
selected in accordance with the provisions of the Stockholders Agreement
(including without limitation the inclusion of each director nominee in
management's slate of nominees and in the proxy statement prepared by
management of the Company in respect of each annual meeting, vote or action by
written consent).

Each Stockholder will vote or act by written consent with respect to (or
cause to be voted or acted upon by written consent) (i) all Shares held of
record or beneficially owned by such Stockholder at the time of such vote or
action by written consent and (ii) all Shares as to which such Stockholder at
the time of such vote or action by written consent has voting control, in each
case (A) in favor of the election of the persons nominated pursuant to the
provisions described in "--Board Representation" above to serve on the Board
and (B) against the election of any other person nominated to be a director.

100

Committees of the Board. Each of the Nominating and Corporate Governance
Committee and the Executive Committee will contain, so long as TdF is
Qualified, at least one TdF Designee.

Registration Rights

Subject to certain exceptions, limitations and the suspension of such rights
by the Company under certain conditions, the Stockholders have been granted
certain piggy-back registration rights, demand registration rights, S-3
registration rights and tag-along rights with respect to their shares of
Common Stock.

Tag-Along Rights. Subject to certain exceptions, including without
limitation in the case of the Offering, any registered sale of securities
under the Securities Act or any other sales of securities on the market, if at
any time Stockholders holding at least 2% of the voting securities of the
Company (the "Initiating Stockholder(s)") determine to sell or transfer 2% or
more of the voting securities then issuable or outstanding in one or a series
of bona fide arm's-length transactions to a third party who is not an
affiliate of any of the Initiating Stockholders, Stockholders may have the
opportunity and the right to sell to the purchasers in such proposed transfer
(upon the same terms and conditions as the Initiating Stockholders) up to that
number of Shares owned by such Stockholder equaling the product of (i) a
fraction, the numerator of which is the number of Shares owned by such
Stockholder as of the date of such proposed transfer and the denominator of
which is the aggregate number of Shares owned by the Initiating Stockholders
and by all Stockholders exercising tag-along rights multiplied by (ii) the
number of securities to be offered.

Certain Definitions

"Business Combination" shall mean any of the following: (i) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), of all or substantially all of the assets of the Company and
its Subsidiaries, taken as whole, to any person or (ii) any transaction
(including, without limitation, any merger or consolidation) the consummation
of which would result in any person (other than any person which becomes a
holding company of the Company, all shares in which (other than shares not
exceeding the Relevant Percentage) are held by the same persons as were
stockholders in the Company prior to such person becoming a holding company of
the Company) becoming, directly or indirectly, the beneficial owner of more
than 50% of the Voting Securities and/or Equity Securities (other than
Customary Preferred Stock) of the Company (measured in the case of Voting
Securities by Voting Power rather than number of shares).

"Consolidated Cash Flow" shall mean, with respect to any person for any
period, the consolidated net income of such person for such period plus (i)
provision for taxes based on income or profits of such person and its
Subsidiaries for such period, to the extent that such provision for taxes was
included in computing such consolidated net income, plus (ii) consolidated
interest expense of such person and its Subsidiaries for such period, whether
paid or accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with capital lease
obligations, imputed interest with respect to attributable Indebtedness,
commissions, discounts and other fees and charges incurred in respect of
letters of credit or bankers acceptance financings, and net payments (if any)
pursuant to hedging obligations), to the extent that any such expense was
deducted in computing such consolidated net income, plus (iii) depreciation,
amortization (including amortization of goodwill and other intangibles and
other non-cash expenses (excluding any such non-cash expense to the extent
that it represents an accrual of or reserve for cash expenses in any future
period) of such person and its Subsidiaries for such period to the extent that
such depreciation, amortization and other non-cash expenses were deducted in
computing such consolidated net income, minus (iv) non-cash items increasing
such consolidated net income for such period (excluding any items that were
accrued in the ordinary course of business), in each case on a consolidated
basis and determined in accordance with U.S. generally accepted accounting
principles.

"Debt to Adjusted Consolidated Cash Flow Ratio" shall mean, as of any date
of determination, the ratio of (a) the Indebtedness of the Company as of such
date to (b) the sum of (1) the Consolidated Cash Flow of the Company for the
four most recent full fiscal quarters ending immediately prior to such date
for which internal

101

financial statements are available, less the Company's Tower Cash Flow for
such four-quarter period, plus (2) the product of four times the Company's
Tower Cash Flow for the most recent quarterly period (such sum being referred
to as "Adjusted Consolidated Cash Flow"), in each case determined on a pro
forma basis after giving effect to all acquisitions or dispositions of assets
made by the Company and its Subsidiaries from the beginning of such four-
quarter period through and including such date of determination (including any
related financing transactions) as if such acquisitions and dispositions had
occurred at the beginning of such four-quarter period. For purposes of making
the computation referred to above, (i) acquisitions that have been made by the
Company or any of its Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
reference period or subsequent to such reference period and on or prior to the
calculation date shall be deemed to have occurred on the first day of the
reference period and Consolidated Cash Flow for such reference period shall be
calculated, and (ii) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with U.S. generally accepted
accounting principles, and operations or businesses disposed of prior to the
calculation date, shall be excluded.

"Indebtedness" shall mean all obligations, without duplication, (including
without limitation hedging obligations), contingent and otherwise, which
should, in accordance with U.S. generally accepted accounting principles
consistently applied, be classified upon the obligor's consolidated balance
sheet as liabilities, including, without limitation, liabilities secured by
any mortgage on property owned or acquired subject to such mortgage, and also
including, without limitation, (i) all guaranties, endorsements and other
contingent obligations, in respect of Indebtedness of others, whether or not
the same are or should be so reflected in the said balance sheet, except
guaranties by endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business, (ii) a preferred
share which is mandatorily redeemable for cash or exchangeable for debt
securities and (iii) the present value of any lease payments due under leases
required to be capitalized in accordance with applicable Statements of
Financial Accounting Standards, determined in accordance with applicable
Statements of Financial Accounting Standards; provided that the foregoing
shall not include any such obligations with respect to trade payables under 90
days old.

"Permitted Business Line" shall mean (i) the ownership, operation or
management (for third party owners or otherwise) of terrestrial wireless
communication (including without limitation voice, data and video)
infrastructure (including equipment and facilities principally related
thereto) and (ii) the provision of infrastructure services principally
relating thereto, including but not limited to network transmission and
services (it being understood for the avoidance of doubt that the transmission
of radio and television broadcasting shall be within the foregoing
definition).

"Permitted Indebtedness" shall mean any of the following items of
Indebtedness of the Company or any of its Subsidiaries: (i) any Indebtedness
under the Senior Credit Facility up to an aggregate principal amount of $100.0
million outstanding at any one time; (ii) Indebtedness represented by the
Notes; (iii) Indebtedness under the CTI Credit Facility up to an aggregate
principal amount of (Pounds)85.0 million outstanding at any one time; or (iv)
Indebtedness represented by the CTI Bonds.

"permitted transferee" of any person shall mean (a) if the transferor is a
natural person, (i) in the case of the death of such person, such person's
executors, administrators, testamentary trustees, heirs, devisees and
legatees, (ii) such person's current or future spouse, parents, siblings or
descendants or such parents', siblings' or descendants' spouses (each a
"Family Member"), (iii) any trust for the benefit of any Family Member and
(iv) any charitable organization described in Section 501(c)(3) of the Code
and any charitable income or lead trust for which, under the Code and
regulations thereunder and Internal Revenue Service interpretations thereof,
an income, gift or estate tax charitable deduction is available to the grantor
of the trust, (b) whether or not the transferor is a natural person, a
corporation or corporations and a partnership or partnerships (or other entity
for collective investment, such as a fund or a limited liability company)
which at the date of transfer are directly or indirectly controlled by,
controlling or under common control with such person and the officers,
employees, general partners and limited partners of such person, and (c) if
the transferor, whether or not a natural person, itself received the
transferred interest as a permitted transferee as to the original transferor,
a permitted transferee of such person is any person, whether or not a natural
person, who would be a permitted transferee under

102

subparagraph (a) or (b) above, as to the original transferor; provided that
any such transferee shall agree in writing with the Company and the other
parties to the Stockholders Agreement to be bound by all of the provisions of
the Stockholders Agreement to the same extent as if such transferee were the
individual.

TdF will be "Qualified" for purposes of the Governance Agreement if (i)
during the period from the date of the consummation of the Roll-Up to (and
including) the second anniversary of such date, (A) the TdF Consolidated Group
Interest is not at any time less than 10.5%, (B) a Business Combination has
not at any time been consummated and (C) there has not occurred a TdF Change
of Control and (ii) following the occurrence of such second anniversary
without any loss of Qualification by TdF under clauses (i)(A), (B) or (C)
preceding, (A) the TdF Put Right has been exercised by TdF on or prior to the
second anniversary of the Closing, or the Company Call Right has been
exercised by the Company on such second anniversary, (B) the TdF Group
Interest is not at any time less than 10.5%, (C) a Business Combination has
not at any time been consummated and (D) there has not occurred a TdF Change
of Control. Notwithstanding the foregoing, TdF shall also be deemed to be
Qualified for purposes of the Governance Agreement in certain circumstances
relating to exercise of the TdF Put Right and the Company Call Right as
described under "--Governance Agreement--Put and Call Rights--Put and Call
Limitations" above.

"Special Majority Vote of the Board" shall mean (i) approval by two-thirds
of the entire Board (it being understood that in the event that two-thirds
shall not be a whole number, such two-thirds number shall be rounded up to the
next integral number) or (ii) at such time as one existing independent
director (other than the independent director initially appointed by TdF
pursuant to the Stockholders Agreement) is replaced and five independent
directors shall have been duly elected and shall have qualified and shall be
present, in person or by proxy, and voting, approval by two-thirds of the
entire Board (it being understood that in the event that such two-thirds
number shall not be a whole number, such two-thirds number shall be rounded
down to the next integral number); provided, however, that so long as the
number of directors constituting the entire Board is 12, (a) under the
circumstances in clause (i) above, "Special Majority Vote of the Board" shall
mean the approval of nine directors and (b) under the circumstances in clause
(ii) above, "Special Majority Vote of the Board" shall mean the approval of
eight directors.

"Strategic Alliance" shall mean any merger, consolidation, joint venture,
cooperative agreement or arrangement or co-ownership with, or investment by or
in any person. Strategic Alliance shall not, however, include any purchase,
lease or disposition for cash to or from any such person of all but not part
of certain of the assets (other than securities or other interests in any
person) of such person. If such Strategic Alliance also constitutes a Business
Combination, such Strategic Alliance shall be deemed to be only a Business
Combination for all purposes of the Governance Agreement.

"TdF Change of Control" shall occur if (i) TeleDiffusion de France S.A.,
which is the parent company of TdF and DFI ("TdF Parent"), does not own,
directly or indirectly, at least 30% of TdF, and any other person owns,
directly or indirectly, 30% or more of TdF or (ii) France Telecom does not
own, directly or indirectly, at least 30% of TdF Parent, and any other person
owns, directly or indirectly, 30% or more of TdF Parent and, in each case,
such other person conducts a core business in the Company's Permitted Business
Line in a geographic area in which the Company conducts more than de minimis
business in its Permitted Business Line at the time of the occurrence of the
circumstances described in the preceding clauses (i) and (ii).

"TdF Consolidated Group Interest" means the percentage of voting power that
is controlled directly or indirectly by the TdF Group or would be controlled
directly or indirectly by the TdF Group on the exercise of the TdF Put Right
(assuming the exercise of the TdF CTSH Warrants).

"Total Enterprise Value" of any person shall mean, as of any date of
determination, the sum (without duplication) of (i) the Total Equity Market
Capitalization of such person and (ii) the Indebtedness of such person.

"Total Equity Market Capitalization" of any person shall mean, as of any day
of determination, the sum of (i) the product of (A) the aggregate number of
outstanding shares of Equity Securities of such person on such

103

day (which shall include any options or warrants on, or securities convertible
or exchangeable into, shares of Equity Securities of such person) multiplied
by (B) the average closing price of such common stock listed on the New York
Stock Exchange, the American Stock Exchange or Nasdaq over the 20 consecutive
Business Days immediately preceding such day, plus (ii) the liquidation value
of any outstanding shares of preferred stock of such Person on such day, which
preferred stock does not constitute Indebtedness for purposes of the
Governance Agreement.

"Tower Cash Flow" means the Consolidated Cash Flow of the Company and its
subsidiaries that is directly attributable to site rental revenue or license
fees paid to lease or sublease space on communications sites owned or leased
by the Company, excluding revenue or expenses attributable to non-site rental
services provided by the Company or its subsidiaries to lessees of
communications sites or revenues derived from the sale of assets.

CTSH Shareholders' Agreement

Concurrently with the consummation of the Offering, CCIC, TdF and CTSH will
enter into a Shareholders' Agreement to govern the relationship between CCIC
and TdF as shareholders of CTSH (the "CTSH Shareholders' Agreement").

Corporate Governance. The CTSH Shareholders' Agreement establishes that the
Board of CTSH will be comprised of six directors, of which CCIC and TdF will
each have the right to appoint and remove two directors with the remaining two
directors to be mutually agreed upon by CCIC and TdF. Immediately following
consummation of the Offering, the Board will consist of Ted B. Miller, Jr.,
who will serve as Chairman of the Board, Charles C. Green III, Michel Azibert,
Michel Combes, George Reese and Alan Rees. CCIC has the right to nominate the
chairman, chief executive officer, chief operating officer and chief financial
officer of CTSH, subject to approval by a Special Majority Vote of the Board
of CCIC.

The affirmative vote of a majority of the Board, including a director
nominated by CCIC and a director nominated by TdF, is necessary for the
adoption of a resolution. Further, the prior written consent of each of CCIC
and TdF, in their capacities as shareholders, is required for the following
actions, among others, significant acquisitions and dispositions; issuances of
new shares; entry into transactions with shareholders, except pursuant to the
CTI Services Agreement and/or the CTI Operating Agreement; entry into new
lines of business; capital expenditures outside the budget; entry into banking
and other financing facilities; entry into joint venture arrangements; payment
of dividends, except for (i) dividends payable in respect of CTSH's redeemable
preferred shares and (ii) dividends permitted by CTSH's financing facilities;
and establishing a public market for CTSH shares. Similar governance
arrangements also apply to CTSH's subsidiaries.

If either CCIC or TdF vetoes a transaction (either at Board or shareholder
level), the other shareholder is entitled to pursue that transaction in its
own right and for its own account.

Transfer Provisions. Subject to certain exceptions, neither CCIC nor TdF may
transfer any interest in shares held in CTSH to a third party. Transfers of
shares to affiliated companies are permitted, subject to certain conditions.
No shares may be transferred if such transfer would (a) entitle the BBC to
terminate either of the BBC contracts, (b) subject CTSH to possible revocation
of its licenses under the Telecommunications Act 1984 or the Wireless
Telegraphy Acts 1949, 1968 and 1998 or (c) cause CCIC or TdF to be in breach
of the Commitment Agreement between the Company, TdF, TdF Parent and the BBC
(under which the Company and TdF have agreed to maintain certain minimum
ownership levels in CTSH for a period of five years). See "Business--U.K.
Operations--Significant Contracts--BBC Commitment Agreement".

In addition, shares may be sold to a third party, subject to a right of
first refusal by the other party, after the later of (a) the second
anniversary of the closing of the Roll-up, and (b) the expiration of the
period for the completion of the TdF Put Right (as defined) or the Company
Call Right (as defined). If CCIC purchases TdF's shares pursuant to such right
of first refusal, it may elect (instead of paying the consideration in cash)
to discharge the consideration by issuing its Common Stock at a discount of
15% to its market value. If the right of first

104

refusal is not exercised, the selling shareholder must procure an offer on the
same terms for the shares held by the other party. If the Company elects to
issue Common Stock to TdF pursuant to the right of first refusal, TdF will be
entitled to certain demand registration rights and tag along rights.

TdF Put Right. TdF has the right to put its shares of CTSH to CCIC for cash
(the "TdF Put Right") if there is a change of control of CCIC. Such right is
exercisable if (a) TdF has not exchanged its shares pursuant to the Governance
Agreement by the second anniversary of the closing of the Roll-Up, or (b)
prior to the second anniversary of the closing of the Roll-Up, if TdF has
ceased to be Qualified for the purposes of the Governance Agreement.

The consideration payable on the exercise of the TdF Put Right will be an
amount agreed between CCIC and TdF or, in the absence of agreement, the fair
market value as determined by an independent appraiser.

TdF Exit Right. TdF also has the right after the earlier of (a) the second
anniversary of the closing of the Roll-Up, or (b) TdF ceasing to be Qualified
for purposes of the Governance Agreement, to require CCIC, upon at least six
months' notice, to purchase all, but not less than all, of the shares it
beneficially owns in CTSH (the "TdF Exit Right").

The consideration to be paid to TdF, and the manner in which it is
calculated, upon exercise of the TdF Exit Right is substantially the same as
described upon exercise of the TdF Put Right.

CCIC is entitled to discharge the consideration payable on the exercise of
the TdF Exit Right either in cash or by issuing Common Stock to TdF at a
discount of 15% to its market value. If CCIC elects to issue Common Stock to
TdF on the exercise of the TdF Exit Right, TdF will be entitled to certain
demand registration rights and tag-along rights.

CCIC Deadlock Right. CCIC has the right to call TdF's shares of CTSH,
subject to certain procedural requirements, for cash if, after the third
anniversary of the closing of the Roll-Up, TdF refuses on three occasions
during any consecutive six-month period to agree to the undertaking by CTSH of
certain types of transactions (including acquisitions and disposals) that
would fall within CTSH's core business (the "CCIC Deadlock Right"). The
consideration due on the exercise of the CCIC Deadlock Right is payable in
cash, the fair market value of the TdF interest to be determined in the same
manner described above upon exercise of the TdF Put or Exit Rights.

CCIC Shotgun Right. Provided that TdF has not, pursuant to the Governance
Agreement, exchanged its share ownership in CTSH for shares of CCIC, CCIC may
(a) by notice expiring on the fifth anniversary of the closing of the Roll-Up,
or (b) at any time within 45 days of CCIC becoming aware of a TdF Change of
Control (as defined in the Governance Agreement) offer to purchase TdF's
shares in CTSH. TdF is required to either sell its shares or agree to purchase
CCIC's shares in CTSH at the same price contained in CCIC's offer for TdF's
shares of CTSH.

The consummation of any transfer of shares between CCIC and TdF pursuant to
any of the transfer provisions described above is subject to the fulfillment
of certain conditions precedent, including obtaining all necessary
governmental and regulatory consents.

Termination. The Shareholders' Agreement terminates if either CCIC or TdF
ceases to be qualified. CCIC remains qualified on the condition that it holds
at least 10% of the share capital of CTSH.

CTI Services Agreement

On February 28, 1997, CTI and TdF Parent entered into a Services Agreement
(the "CTI Services Agreement") pursuant to which TdF Parent agreed to provide
certain consulting services to CTI in consideration for a minimum annual fee
of (Pounds)400,000 ($667,800) and reimbursement for reasonable out-of-pocket
expenses. TdF Parent has agreed to, among other things, provide the services
of ten executives or engineers to CTI on a

105

part-time basis and to provide a benchmarking review of CTI. In addition, TdF
Parent has agreed to provide additional services relating to research,
development and professional training on terms (including as to price) to be
determined.

Upon consummation of the Offering, the term of the CTI Services Agreement is
expected to be extended for four additional years (to February 28, 2004) and
thereafter will be terminable on 12-month's prior notice given by CTI to TdF
after February 28, 2003.

CTI Operating Agreement

The following is a summary of the terms of the CTI Operating Agreement is
subject to the negotiation of definitive documentation, although the Company
expects such agreement to have the general terms described herein. Under the
CTI Operating Agreement (the "CTI Operating Agreement"), the Company will be
permitted to develop business opportunities relating to terrestrial wireless
communications (including the transmission of radio and television
broadcasting) anywhere in the world except the United Kingdom. CTI will be
permitted to develop such business opportunities solely in the United Kingdom.
The Company and TdF also intend to establish, pursuant to the CTI Operating
Agreement, a joint venture to develop digital terrestrial transmission
services in the United States. See "Business--U.S. Operations--Network
Services--Broadcast Site Rental and Services".

The CTI Operating Agreement will also establish a framework for the
provision of business support and technical services to the Company and its
subsidiaries (other than CTI) in connection with the development of any
international business by the Company. TdF will have the right, if called upon
to do so by the Company or CTSH, to provide all or part of such services to
the Company and it subsidiaries (other than CTI) in connection with the
provision of broadcast transmission services.

106

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to persons
who are expected to serve as directors or executive officers and other key
personnel of the Company upon consummation of the Offering:

NAME AGE POSITIONS WITH THE COMPANY
---- --- --------------------------

Ted B. Miller, Jr.................... 46 Chief Executive Officer and Vice
Chairman of the Board of Directors
David L. Ivy......................... 51 President and Director
Charles C. Green, III................ 52 Executive Vice President and Chief
Financial Officer
John L. Gwyn......................... 50 Executive Vice President
Wesley D. Cunningham................. 38 Vice President, Corporate Controller
and Chief Accounting Officer
John Kelly........................... 40 Executive Vice President and Chief
Operating Officer of CCI
Alan Rees............................ 55 Chief Operating Officer and Director
of CTSH
George E. Reese...................... 47 Chief Financial Officer, Secretary and
Director of CTSH
Michel Azibert....................... 42 Director
Bruno Chetaille...................... 44 Director
Robert A. Crown...................... 43 Director
Carl Ferenbach....................... 56 Chairman of the Board of Directors
Randall A. Hack...................... 50 Director
Edward C. Hutcheson, Jr.............. 52 Director
J. Landis Martin..................... 52 Director
Robert F. McKenzie................... 54 Director
William A. Murphy.................... 30 Director
Jeffrey H. Schutz.................... 46 Director

Pursuant to the Certificate of Incorporation and By-laws of the Company, the
Board of Directors, other than those directors who may be elected by holders
of any series of Preferred Stock or holders of the Class A Common Stock, will
be classified into three classes of directors, denoted as Class I, Class II
and Class III. Messrs. Ferenbach, Schutz and McKenzie will be Class I
directors. Messrs. Crown, Murphy and Ivy will be Class II directors, and
Messrs. Hack, Hutcheson, Martin and Miller will be Class III directors. The
terms of Class I, Class II and Class III directors expire at the annual
meetings of stockholders to be held in 1999, 2000 and 2001, respectively. See
"Description of Capital Stock--Certificate of Incorporation and Bylaws--
Classified Board of Directors and Related Provisions". Messrs. Azibert and
Chetaille are expected to be elected to the Board of Directors by the holders
of the Class A Common Stock upon consummation of the Roll-Up and the Offering.

TED B. MILLER, JR. has been the Chief Executive Officer since November 1996,
Vice Chairman of the Board of Directors since August 1997 and a director of
the Company since 1995. Mr. Miller co-founded CTC in 1994. He was the
President of the Company and CTC from November 1996 to August 1997. Since
February 1997, Mr. Miller has been the Managing Director, Chief Executive
Officer and a director of CTI. Mr. Miller is a founding member of InterComp
Technologies, L.C., a company providing payroll tax services in the former
Soviet Union, and has served on its Board of Managers since 1994. In 1986, Mr.
Miller founded Interstate Realty Corporation ("Interstate"), a real estate
development and consulting company, and has been its President and Chief
Executive Officer since inception. Mr. Miller is a director and/or an officer
of each wholly owned subsidiary of the Company.

107

DAVID L. IVY has been the President of the Company since August 1997, and
was elected as a director of the Company in June 1997. From October 1996 to
August 1997, he served as Executive Vice President and Chief Financial Officer
of the Company. Since 1995, he has been the President of DLI, Inc., a real
estate consulting company. From 1993 to 1995, Mr. Ivy was a senior executive
with, and later the President and Chief Operating Officer of, J.E. Robert
Companies, where he managed a joint venture with Goldman, Sachs & Co. that was
established to acquire distressed assets from financial institutions. From
1987 to 1993, Mr. Ivy served as Chairman of the Board of Directors of
Interstate. Mr. Ivy is a director of each wholly owned subsidiary of the
Company.

CHARLES C. GREEN, III has been an Executive Vice President and Chief
Financial Officer of the Company since September 1997. Mr. Green was the
President and Chief Operating Officer of Torch Energy Advisors Incorporated
("Torch"), a major energy asset management and outsourcing company, from 1993
to 1995, and Vice Chairman of the Board of Directors and Chief Investment
Officer from 1995 to 1996. From 1992 to September 1997, he was an officer, and
later the Executive Vice President and Chief Financial Officer, of Bellwether
Exploration Company, an oil and gas exploration and production company and an
affiliate of Torch. From 1982 to 1992, Mr. Green was President, Chief
Operating Officer and Chief Financial Officer of Treptow Development Company,
a real estate development company. Mr. Green currently serves on the Board of
Directors of Teletouch Communications, Inc. He has been a Chartered Financial
Analyst since 1974. Mr. Green is a director and/or officer of each wholly
owned subsidiary of the Company.

JOHN L. GWYN has been an Executive Vice President of the Company since
August 1997. From February to August 1997, Mr. Gwyn served as Senior Vice
President of the Company and CTC. From 1994 to February 1997, Mr. Gwyn was a
Vice President and Director of Commercial Real Estate Asset Management of
Archon Group, L.P., a real estate asset management company and a wholly owned
subsidiary of Goldman, Sachs & Co. From 1989 to 1993, he was a Senior Vice
President of The Robert C. Wilson Company, a mortgage banking company.

WESLEY D. CUNNINGHAM has been a Vice President and Chief Accounting Officer
of the Company since April 1998. He has been the Corporate Controller of the
Company since February 1997. Mr. Cunningham was the Assistant Corporate
Controller of Drilex International Inc., an oilfield services company, from
1996 to January 1997. From 1990 to 1996, he was the Manager of Financial
Reporting of Maxxam Inc., an aluminum, forest products and real estate
company. He has been a Certified Public Accountant since 1984. Mr. Cunningham
is an officer of each wholly owned subsidiary of the Company.

JOHN KELLY has been the Executive Vice President and Chief Operating Officer
of CCI since July 1998. From January 1990 to July 1998, Mr. Kelly was the
President and Chief Operating Officer of Atlantic Cellular Company L.P.
("Atlantic Cellular"). From December 1995 to July 1998, Mr. Kelly was also
President and Chief Operating Officer of Hawaiian Wireless, Inc., an affiliate
of Atlantic Cellular. Mr. Kelly has served on the board of directors of the
Cellular Association of California as well as the Vermont Telecommunications
Application Center.

ALAN REES has been the Chief Operating Officer of CTSH and each of its
wholly owned subsidiaries since February 1997. He was elected as a director of
CTSH and each of its wholly owned subsidiaries in May 1997. From 1994 to 1997,
Mr. Rees served as the General Manager of Transmission for the broadcast
transmission division of the BBC.

GEORGE E. REESE has been the Chief Financial Officer and Secretary of CTSH
and each of its wholly owned subsidiaries since February 1997. He was elected
as a director of CTSH and each of its wholly owned subsidiaries in May 1997.
Since April 1995, Mr. Reese has served as President of Tatinvest, Inc. and as
a principal with Tatinvest, L.L.C., affiliates of Reese Ventures, Inc., an
international investment consulting firm which he established in 1995. From
1972 to 1995, Mr. Reese was employed by Ernst & Young, L.L.P. where he was
named Partner In Charge of the Houston office's energy department and was
appointed Managing Partner of the firm's operations in the former Soviet
Union. Mr. Reese was a founder of the Council on Foreign Investment in Russia
and was a founding member of the American Chamber of Commerce in Russia.

108

MICHEL AZIBERT is expected to be elected as a director of the Company upon
consummation of the Roll-Up. Mr. Azibert has been International Director of
TdF Parent since 1989 and Chief Executive Officer of TdF since 1994. Mr.
Azibert took an active role in the preparation of the Media Law enacted in
France in 1986. Pursuant to the Governance Agreement, Mr. Azibert is expected
to be one of the two directors elected by the holders of the Class A Common
Stock.

BRUNO CHETAILLE is expected to be elected as a director of the Company upon
consummation of the Roll-Up. Mr. Chetaille has been Chairman and Chief
Executive Officer of TdF Parent since 1992. Prior to 1992, Mr. Chetaille was a
technical advisor to the President of the French Republic for four years.
Pursuant to the Governance Agreement, Mr. Chetaille is expected to be one of
the two directors elected by the holders of the Class A Common Stock.

ROBERT A. CROWN founded the Crown Business in 1980 and has been the
President since its inception. Mr. Crown is the Chief Executive Officer of
Crown Communication and was elected as a director of the Company in August
1997. Mr. Crown has been responsible for the initial construction in
Pittsburgh of the Cellular One system, as well as a substantial portion of the
Bell Atlantic Mobile system in Pittsburgh. He also negotiated one of the first
complete end-to-end build-outs for Nextel for the Pittsburgh MTA. Pursuant to
the Stockholders Agreement, Mr. Crown was the nominee of the Crown Parties for
election as a director of the Company. Mr. Crown is a director and officer of
CCI and each of its wholly owned subsidiaries.

CARL FERENBACH was elected as the Chairman of the Board of Directors of the
Company in April 1997. Since its founding in 1986, Mr. Ferenbach has been a
Managing Director of Berkshire Partners LLC, a private equity investment firm
that manages four investment funds with approximately $750.0 million of
capital. Mr. Ferenbach has also served as: a Managing Director of Berkshire
Investors LLC ("Berkshire Investors") since its formation in 1996; a Managing
Director of Third Berkshire Managers LLC ("Third Berkshire Managers"), the
general partner of Third Berkshire Associates Limited Partnership ("Third
Berkshire Associates"), the general partner of Berkshire Fund III, A Limited
Partnership (Berkshire Fund III), since its formation in 1997 (and was
previously an individual general partner of Berkshire Fund III since its
formation in 1992); and a Managing Director of Fourth Berkshire Associates LLC
("Fourth Berkshire Associates") the general partner of Berkshire Fund IV,
Limited Partnership ("Berkshire Fund IV, collectively with Berkshire Fund III
and Berkshire Investors, the "Berkshire Group") since formation in 1996. In
addition, Mr. Ferenbach serves as the Chairman of the Board of Directors of
CTI, and currently serves on the Board of Directors of Wisconsin Central
Transportation Corporation, Tranz Rail Limited, English, Welsh & Scottish
Railway Limited, Australian Transport Network Limited and U.S. Can
Corporation. Pursuant to the Stockholders Agreement, Mr. Ferenbach was the
nominee of Berkshire Group for election as a director of the Company.

RANDALL A. HACK was elected as a director of the Company in February 1997.
Since January 1995, Mr. Hack has been a member of Nassau Capital L.L.C., an
investment management firm. From 1990 to 1994, he was the President and Chief
Executive Officer of Princeton University Investment Company, which manages
the endowment for Princeton University. Mr. Hack also serves on the Board of
Directors of several private companies. Pursuant to the Stockholders
Agreement, Mr. Hack was the nominee of Nassau Group for election as a director
of the Company.

EDWARD C. HUTCHESON, JR. has been a director of the Company since 1995, was
the Chief Executive Officer of the Company from its inception to October 1996
and was the Chairman of the Board of Directors of the Company from its
inception to March 1997. Mr. Hutcheson co-founded CTC in 1994. Since 1997, Mr.
Hutcheson has been a principal with HWG Capital, an affiliate of the Houston
investment banking firm of Harris Webb & Garrison. During 1994, he was
involved in private investment activities leading to the creation of the
Company. From 1990 to 1993, he was the President, Chief Operating Officer and
a director of Baroid Corporation ("Baroid"), a company engaged the petroleum
services business. Mr. Hutcheson also serves on the Board of Directors of
Trico Marine Services and Titanium Metals Corporation ("Timet").

109

J. LANDIS MARTIN was elected as a director of the Company in 1995. Mr.
Martin has been Chairman of Timet since 1987 and Chief Executive Officer of
Timet since January 1995. Mr. Martin has served as President and Chief
Executive Officer of NL Industries, Inc. ("NL"), a manufacturer of specialty
chemicals, since 1987 and as a director of NL since 1986. Mr. Martin has
served as Chairman of Tremont Corporation ("Tremont") since 1990 and as Chief
Executive Officer and a director of Tremont since 1988, a holding company
which primarily owns stock in Timet and NL. From 1990 until its acquisition by
Dresser Industries, Inc. ("Dresser") in 1994, Mr. Martin served as Chairman of
the Board and Chief Executive Officer of Baroid. In addition to Tremont and
NL, Mr. Martin is a director of Dresser, which is engaged in the petroleum
services, hydrocarbon processing and engineering industries, and Apartment
Investment Management Corporation, a real estate investment trust.

ROBERT F. MCKENZIE was elected as a director of the Company in 1996. From
1990 to 1994, Mr. McKenzie was the Chief Operating Officer and a director of
OneComm, Inc., a mobile communications provider that he helped found in 1990.
From 1980 to 1990, he held general management positions with Northern Telecom,
Inc. and was responsible for the marketing and support of its Meridian
Telephone Systems and Distributed Communications networks to businesses
throughout the western United States. Mr. McKenzie also serves on the Board of
Directors of Centennial Communications Corporation.

WILLIAM A. MURPHY is expected to be elected as a director of the Company
upon consummation of the Roll-Up. Mr. Murphy has been a Director of Mergers &
Acquisitions at Salomon Smith Barney since 1997. From 1990 to 1997, Mr. Murphy
held various positions in Mergers & Acquisitions with Salomon Smith Barney.

JEFFREY H. SCHUTZ was elected as a director of the Company in 1995. Mr.
Schutz has been a General Partner of Centennial Fund IV and Centennial Fund V,
each a venture capital investing fund, since 1994 and 1996, respectively. Mr.
Schutz also serves on the Board of Directors of Preferred Networks, Inc. and
several other private companies. Pursuant to the Stockholders Agreement, Mr.
Schutz was the nominee of Centennial Group for election as a director of the
Company.

BOARD COMMITTEES

The Company's Board of Directors has an Executive Committee, a Compensation
Committee, a Finance and Audit Committee and a Nominating and Corporate
Governance Committee. The Executive Committee, composed of Messrs. Azibert,
Crown, Ferenbach, Hack, Miller and Schutz, acts in lieu of the full Board in
emergencies or in cases where immediate and necessary action is required and
the full Board cannot be assembled. The Compensation Committee, to be composed
of Messrs. Ferenbach, Martin, McKenzie and Schutz, establishes salaries,
incentives and other forms of compensation for executive officers and
administers incentive compensation and benefit plans provided for employees.
The Finance and Audit Committee, to be composed of Messrs. Hack, Hutcheson,
McKenzie and Murphy, reviews the Company's audit policies and oversees the
engagement of the Company's independent auditors, as well as developing
financing strategies for the Company and approving outside suppliers to
implement these strategies. The Nominating and Corporate Governance Committee,
to be composed of Messrs. Azibert, Hutcheson, Martin and Miller, is
responsible for nominating new Board members and for an annual review of Board
performance. Pursuant to the Governance Agreement, the holders of the Class A
Common Stock have the right to appoint at least one member to each of the
Executive and Nominating and Corporate Governance Committees.

DIRECTORS' COMPENSATION AND ARRANGEMENTS

All non-management directors of the Company receive compensation for their
service as directors ($15,000 and options for 5,000 shares of Common Stock per
year), and are reimbursed for expenses incidental to attendance at such
meetings. In September 1997, CCIC's Board of Directors approved a fee of
$150,000 per annum to the Berkshire Group (half of which is to be paid by CTI)
for general consulting services and for the services of Mr. Ferenbach as
Chairman of the Board. In addition, Mr. McKenzie received approximately
$10,000 in 1996 for specific consulting assignments requested by the Chief
Executive Officer. Messrs. Ferenbach and Schutz are indemnified by the
respective entities which they represent on CCIC's Board of Directors.

110

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation paid by or
incurred on behalf of the Company to its Chief Executive Officer and the four
other executive officers (collectively, the "named executive officers") for
each of the three years ended December 31, 1997.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
AWARDS
-------------
NUMBER OF
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
---------------------- OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#)(A) ($)
- --------------------------- ---- ---------- --------- ------------- ------------

Ted B. Miller, Jr........ 1997 $281,575 $ 626,250 625,000 $ --
Chief Executive Officer
and 1996 152,600 75,000 -- --
Vice Chairman of the
Board of Directors 1995 146,154 -- 345,000 --
David L. Ivy............. 1997 200,000 300,000 250,000 --
President and Director 1996 37,500(b) -- 175,000 35,000(c)
1995 -- -- -- --
Charles C. Green, III.... 1997 75,000(d) -- 250,000 --
Executive Vice President
and Chief 1996 -- -- -- --
Financial Officer 1995 -- -- -- --
John L. Gwyn............. 1997 160,424(e) -- 225,000 --
Executive Vice President 1996 -- -- -- --
1995 -- -- -- --
Robert A. Crown.......... 1997 109,961(f) -- -- --
Director and Chief
Executive Officer of 1996 -- -- -- --
Crown Communication 1995 -- -- -- --

- --------
(a) All awards are for options to purchase the number of shares of Common
Stock indicated.
(b) Mr. Ivy began working for CCIC on October 1, 1996, at an annual salary of
$150,000.
(c) Mr. Ivy worked as a consultant to CCIC from May 1996 to September 1996
before joining the Company as an employee in October 1996.
(d) Mr. Green began working for CCIC on September 1, 1997, at an annual salary
of $225,000.
(e) Mr. Gwyn began working for CCIC on February 3, 1997, at an annual salary
of $175,000.
(f) Mr. Crown began working for the Company upon consummation of the Crown
Merger on August 15, 1997, at an annual salary of $275,000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE
SECURITIES OPTIONS/ AT ASSUMED ANNUAL RATES OF
UNDERLYING SARS STOCK PRICE APPRECIATION
OPTIONS/ GRANTED TO EXERCISE FOR OPTION TERM (A)
SARS EMPLOYEES IN OR BASE EXPIRATION ---------------------------
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
---- ----------- ------------ ------------ ---------- ------------- -------------

Ted B. Miller, Jr....... 625,000 20.5% $4.20 5/31/07 $1,650,848 $4,183,574
David L. Ivy............ 250,000 8.2 4.20 5/31/07 660,339 1,673,430
Charles C. Green, III... 250,000 8.2 4.20 8/3/07 660,339 1,673,430
John L. Gwyn............ 225,000 7.4 4.20 5/31/07 594,305 1,506,087
Robert A. Crown......... -- -- -- -- -- --

- --------
(a) The potential realizable value assumes a per-share market price at the
time of the grant to be approximately equal to the exercise price with an
assumed rate of appreciation of 5% and 10%, respectively, compounded
annually for 10 years.

The following table details the December 31, 1997 year end estimated value
of each named executive officer's unexercised stock options. All unexercised
options are to purchase the number of shares of Common Stock indicated.

111

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-
OPTIONS/ MONEY OPTIONS/
SARS AT YEAR-END(#) SARS AT YEAR-END ($)
SHARES ACQUIRED VALUE EXERCISABLE (E)/ EXERCISABLE (E)/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE (U)(A) UNEXERCISABLE (U)(B)
---- --------------- ------------ ---------------------- --------------------

Ted B. Miller, Jr....... -- -- 407,500(E) $2,659,010(E)
562,500(U) 1,860,750(U)
David L. Ivy............ -- -- 68,750(E) 306,175(E)
356,250(U) 1,414,725(U)
Charles C. Green, III... -- -- -- (E) -- (E)
250,000(U) 827,000(U)
John L. Gwyn............ -- -- -- (E) -- (E)
225,000(U) 744,300(U)
Robert A. Crown......... -- -- -- (E) -- (E)
-- (U) -- (U)

- --------
(a) Fifty percent of the options to purchase Common Stock granted in 1994,
1995 and 1996 become exercisable at 10% per year from the date of grant.
The other fifty percent of the options vest upon achievement of a stated
internal rate of return.
(b) The estimated value of exercised in-the-money stock options held at the
end of 1997 assumes a per-share fair market value of $7.50 and per-share
exercise prices of $.40, $2.40 and $4.20, as applicable.

Severance Agreements

The Company has entered into severance agreements (the "Severance
Agreements") with Messrs. Miller, Ivy, Green, Gwyn, Rees and Reese (the
"Executives"). Pursuant to the Severance Agreements, the Company is required
to provide severance benefits to the Executives if they are terminated by the
Company without Cause (as defined in the Severance Agreements) or the
Executives terminate with Good Reason (as defined in the Severance Agreements)
(collectively, a "Qualifying Termination"). The Severance Agreements provide
for enhanced severance benefits if the Executives incur a Qualifying
Termination within the two-year period following a Change in Control (as
defined in the Severance Agreements) of the Company (the "Change in Control
Period"). Upon a Qualifying Termination that does not occur during the Change
in Control Period, an eligible Executive is entitled to (i) a lump sum payment
equal to two times the sum of his base salary and annual bonus, (ii) continued
coverage under specified welfare benefit programs for two years and (iii)
immediate vesting of any outstanding options and restricted stock awards. Upon
a Qualifying Termination during the Change in Control Period, an eligible
Executive is entitled to (i) receive a lump sum payment equal to three times
the sum of his base salary and annual bonus, (ii) continued coverage under
specified welfare benefit programs for three years and (iii) immediate vesting
of any outstanding options and restricted stock awards.

Crown Arrangements

In connection with the implementation of a management transition at CCI
intended to develop and promote the existing management team of CCI and to
reduce the dependence on Mr. Crown for day-to-day management at CCI, the
Company and Mr. Crown have entered into a Memorandum of Understanding and a
related Services Agreement with respect to, among other things, the sale by
the Crown Parties of Common Stock in the Offering, the management transition
at CCI, continuing service by a designee of the Crown Parties on the Company's
Board of Directors and compensation and severance arrangements for Mr. Crown
following such time as a successor President and Chief Executive Officer of
CCI is appointed. Pursuant to the Services Agreement, Mr. Crown has agreed to
continue to serve in a consulting capacity to (and as Chairman of) CCI for a
two-year period following the appointment of his successor, and the Company
has agreed, for such two-year period, to pay Mr. Crown cash compensation of
$300,000 annually, along with certain executive perquisites. At the end of

112

such two-year period, the Company will pay Mr. Crown a severance benefit of
$300,000. The Company also agreed to vest all of Mr. Crown's existing stock
options, to immediately grant Mr. Crown options to purchase 50,000 shares of
Common Stock at $7.50 per share and, upon the closing of the Offering, to
grant Mr. Crown options to purchase 625,000 shares of Common Stock at the
price to the public in the Offering.

Stock Option Plans

1995 Stock Option Plan

The Company has adopted the 1995 Stock Option Plan, which was reamended on
July 1, 1998 (the "1995 Stock Option Plan"). The purpose of the 1995 Stock
Option Plan is to advance the interests of the Company by providing additional
incentives and motivations which help the Company to attract, retain and
motivate employees, directors and consultants. The description set forth below
summarizes the general terms of the 1995 Stock Option Plan and the options
granted pursuant to the 1995 Stock Option Plan.

Pursuant to the 1995 Stock Option Plan, the Company can grant options to
purchase up to 18,000,000 shares of Common Stock. Options granted under the
1995 Stock Option Plan may either be incentive stock options ("ISOs") under
Section 422 of the Code or nonqualified stock options. The price at which a
share of Common Stock may be purchased upon exercise of an option granted
under the 1995 Stock Option Plan will be determined by the Board of Directors
and, in the case of nonqualified stock options, may be less than the fair
market value of the Common Stock on the date that the option is granted. The
exercise price may be paid in cash, in shares of Common Stock (valued at fair
market value at the date of exercise), in option rights (valued at the excess
of the fair market value of the Common Stock at the date of exercise over the
exercise price) or by a combination of such means of payment, as may be
determined by the Board.

Employees, directors or consultants of the Company (including its
subsidiaries and affiliates) are eligible to receive options under the 1995
Stock Option Plan (although only certain employees are eligible to receive
ISOs). The 1995 Stock Option Plan is administered by the Board and the Board
is authorized to interpret and construe the 1995 Stock Option Plan. Subject to
the terms of the 1995 Stock Option Plan, the Board is authorized to select the
recipients of options from among those eligible, to establish the number of
shares that may be issued under each option and to take any actions
specifically contemplated or necessary or advisable for the administration of
the 1995 Stock Option Plan.

No options may be granted under the 1995 Stock Option Plan after July 31,
2005, which is ten years from the date the 1995 Stock Option Plan was
originally adopted and approved by the Board and stockholders of the Company.
The 1995 Stock Option Plan will remain in effect until all options granted
under the 1995 Stock Option Plan have been exercised or expired. The Board, in
its discretion, may terminate the 1995 Stock Option Plan at any time with
respect to any shares of Common Stock for which options have not been granted.
The 1995 Stock Option Plan may be amended by the Board without the consent of
the stockholders of the Company, other than as to a material increase in
benefits, an increase in the number of shares that may be subject to options
under the 1995 Stock Option Plan or a change in the class of individuals
eligible to receive options under the 1995 Stock Option Plan. However, no
change in any option previously granted under the 1995 Stock Option Plan may
be made which would impair the rights of the holder of such option without the
approval of the holder.

Pursuant to the 1995 Stock Option Plan, options are exercisable during the
period specified in each option agreement; provided, however, that no option
is exercisable later than ten years from the date the option is granted.
Options generally have been exercisable over a period of ten years from the
grant date and vested in equal installments over a four or five year period of
service with the Company as an employee, director or consultant. A change in
control generally accelerates the vesting of options granted to employees and
some of the options vest upon an initial public offering or the achievement of
specific business goals or objectives. An option generally must be exercised
within 12 months of a holder ceasing to be involved with the Company as an
employee, director or consultant as a result of death and within three months
if the cessation is for other reasons; however, these periods can be extended
by decision of the Board of Directors (other than in the case of an ISO).

113

Shares of Common Stock subject to forfeited or terminated options again become
available for option awards. The Board may, subject to certain restrictions in
the 1995 Stock Option Plan (and, in the case of an ISO, in Section 422 of the
Code), extend or accelerate the vesting or exercisability of an option or
waive restrictions in an option agreement.

The 1995 Stock Option Plan provides that the total number of shares covered
by the 1995 Stock Option Plan, the number of shares covered by each option,
and the exercise price per share under each option will be proportionately
adjusted in the event of a recapitalization, stock split, dividend, or a
similar transaction.

No grant of any option will constitute realized taxable income to the
grantee. Upon exercise of a nonqualified option, the holder will recognize
ordinary income in an amount equal to the excess of the fair market value of
the stock received over the exercise price paid therefor and the tax basis in
any shares of Common Stock received pursuant to the exercise of such option
will be equal to the fair market value of the shares on the exercise date if
the exercise price is paid in cash. The Company will generally have a
deduction in parity with the amount realized by the holder. The Company has
the right to deduct and withhold applicable taxes relating to taxable income
realized by the holder upon exercise of a nonqualified option and may withhold
cash, shares or any combination in order to satisfy or secure its withholding
tax obligation. An ISO is not subject to taxation as income to the employee at
the date of grant or exercise and the Company does not get a business
deduction as to an ISO; provided, the stock is not sold within two years after
the ISO was granted and one year after the ISO was exercised. The ISO is
effectively taxed at capital gain rates upon the sale of the stock by the
employee. However, if the stock acquired upon exercise of an ISO is sold
within two years of the ISO grant date or one year exercise of the date, then
it is taxed the same as a Nonqualified Option. Upon the exercise of an ISO,
the difference between the value of the stock and the exercise price is
recognized as a preference item for alternative minimum tax purposes.

As of July 15, 1998, options to purchase a total of 12,450,615 shares of
Common Stock have been granted. Options for 363,125 shares of Common Stock
have been exercised, options for 162,500 shares have been forfeited and
options for 11,924,990 shares remain outstanding. The outstanding options are
for (i) 345,000 shares with an exercise price of $0.40 per share, (ii) 93,750
shares with an exercise price of $1.20 per share, (iii) 50,000 shares with an
exercise price of $1.60 per share, (iv) 175,000 shares with an exercise price
of $2.40 per share, (v) 1,680,625 shares with an exercise price of $4.20 per
share, (vi) 23,135 shares with an exercise price of $4.76 per share, (vii)
200,000 shares with an exercise price of $6.00 per share, (viii) 5,767,480
shares with an exercise price of $7.50 per share and (ix) 3,590,000 shares
with an exercise price equal to the price to public in the Offering. The
options exercisable at $0.40 per share are fully vested and held by Ted B.
Miller, Jr. Upon consummation of the Offering, vested and exercisable options
also include options for (i) 63,750 shares at $1.20 per share, (ii) 50,000
shares at $1.60 per share, (iii) 175,000 shares at $2.40 per share, (iv)
1,483,625 shares at $4.20 per share, (v) 23,125 shares at $4.76 per share,
(vi) 200,000 shares at $6.00 per share, (vii) 2,704,480 shares at $7.50 per
share and (viii) 75,000 shares at the price to public in the Offering. Except
for the options for 23,135 shares with an exercise price of $4.76 per share
and options for 3,036,250 shares with an exercise price of $7.50, the exercise
prices for all of the options were equal to or in excess of the estimated fair
value of the Common Stock at the dates on which the numbers of shares and the
exercise prices were determined; as such, in accordance with the "intrinsic
value based method" of accounting for stock options, the Company did not
recognize compensation cost related to the grant of these options. The options
for 23,135 shares with an exercise price of $4.76 were issued in 1998 in
exchange for services received from nonemployees; as such, the Company will
account for the issuance of these options in 1998 based on the fair value of
the services received. Options for 3,036,250 shares granted at an exercise
price of $7.50 per share (which is below the estimated fair market value at
the date of grant) are included in the group of options vesting upon
consummation of the Offering. The Company will account for these options in
1998 based upon the fair market value of services received. The remaining
options for 2,731,230 shares granted at an exercise price of $7.50 per share
(which is below the estimated fair market value at the date of grant) were
granted in 1998 and generally are taken into account and vest over five years.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Compensation Charges Related to Stock Option Grants".

114

Since January 1, 1998, the Company has granted to its executive officers and
directors options for a total of 2,545,500 shares at an exercise price of
$7.50 under the 1995 Stock Option Plan. Mr. Miller received options for
928,000 shares, Mr. Ivy received options for 560,000 shares, Mr. Green
received options for 425,000 shares, Mr. Gwyn received options for 75,000
shares, Mr. Crown received options for 137,500 shares and Messrs. Hutcheson,
Martin and McKenzie each received 25,000 shares.

CTSH Stock Option Plans

CTSH has established certain stock option plans for the benefit of its
employees (the "CTSH Stock Option Plans"). Upon consummation of the Roll-Up,
all of the outstanding options to purchase shares of capital stock of CTSH
("CTSH Options") granted pursuant to the CTSH Stock Option Plans will be
converted into and replaced by options to purchase shares of the Company's
Common Stock ("CCIC Options"). The Company's Board of Directors has adopted
each of the CTSH Option Plans. Options granted under the CTSH Stock Options
Plans may be adjusted at the discretion of the Company or, in the case of
options granted under the CTSH Share Bonus Plan (as defined), the CTSH Trustee
(as defined) to take into account any variation of the share capital of the
Company subject to the written confirmation of the auditors of the Company
that the adjustment in their opinion is fair and reasonable. The description
set forth below summarizes the general terms of each of the various plans that
constitute the CTSH Stock Options Plans.

Included in CTI's operating expenses for the six months ended June 30, 1998
are noncash compensation charges for (Pounds)1.9 million ($3.2 million)
related to the issuance of stock options to certain executives and employees.

CTSH All Employee Share Option Scheme. All outstanding options granted
pursuant to the Castle Transmission Services (Holdings) Ltd. All Employee
Share Option Scheme (the "CTSH All Employee Plan") vest upon the consummation
of the Offering. Once vested, these options may only be exercised in full and
on one occasion. Outstanding options granted pursuant to the CTSH All Employee
Plan will lapse if not exercised by the earlier of (i) the first anniversary
of the option holder's death, (ii) six months following the termination of the
option holder's employment with the Company, (iii) six months following the
earlier of (a) a change of control of the Company, (b) the sanctioning by the
U.K. courts of a compromise or arrangement pursuant to U.K. Companies Act 1985
section 425 that affects the Common Stock of the Company, (c) a person
becoming bound or entitled to acquire the Common Stock of the Company under
U.K. Companies Act 1985 sections 428-430 or (d) notice of a general meeting of
the stockholders of the Company at which a resolution will be proposed for the
purpose of a voluntary winding-up of the Company (each of the foregoing, a
"Corporate Event"), (iv) the option holder being adjudicated bankrupt under
U.K. law, (v) the surrender of the option or (vi) the seventh anniversary of
the grant. There are currently outstanding options to purchase 285,250 shares
of Common Stock at a price of (Pounds)1.43 ($2.39) per share, of which an
initial refundable deposit of (Pounds)0.715 ($1.20) per share has already been
paid by each participant. No additional options will be granted under the CTSH
All Employee Plan in the future.

CTSH Management Plan. All outstanding options granted pursuant to the Castle
Transmission Services (Holdings) Ltd. Unapproved Share Option Scheme (the
"CTSH Management Plan") will vest on the earlier of (i) March 1, 2000 or, if
the option holder was not an Eligible Employee (as defined in the CTSH
Management Plan) on March 1, 1997, the third anniversary of the date on which
the option was granted, (ii) the death of the option holder, (iii) the
termination of the option holder's employment with the Company (other than a
termination for cause, or the voluntary resignation of the option holder),
(iv) a Corporate Event or (v) the sale of the subsidiary or business of the
Company in which the option holder is employed. Once vested, these options may
be exercised in whole or in part at the discretion of the option holder prior
to the lapsing of the option. All options granted pursuant to the CTSH
Management Plan will lapse on the earlier of (i) the first anniversary of the
option holder's death, (ii) six months after the termination of the option
holder's employment with the Company (other than a termination for cause, or
the voluntary resignation of the option holder), (iii) immediately upon any
other termination of employment, (iv) six months following a Corporate Event,
(v) the option holder being adjudicated bankrupt under U.K. law, (vi) the
surrender of the option, (vii) failure to satisfy any

115

performance condition established by the board of directors of CTI or (viii)
the seventh anniversary of the grant of the option. Currently, there are
outstanding options to purchase 1,649,844 shares of Common Stock at prices
ranging from (Pounds)1.43 ($2.39) to (Pounds)6.04 ($10.08) per share. No
additional options will be granted under the CTSH Management Plan in the
future.

CTSH Bonus Share Plan. In connection with the Castle Transmission Services
(Holdings) Ltd. Bonus Share Plan (the "CTSH Bonus Share Plan"), CTSH has
executed the Employee Benefit Trust (the "CTSH Trust"), a discretionary
settlement for the benefit of past and present CTI employees, directors and
their families. CTI employees and directors are able to participate in the
CTSH Bonus Share Plan by foregoing a portion of their annual bonuses awarded
by the Company in consideration for options to purchase shares of the
Company's Common Stock held by the CTSH Trust at predetermined prices per
share depending upon the year in which the investment is made. The
predetermined price for 1997 investment was (Pounds)13.00 ($21.70) per unit
(each of which will be converted into seven shares of Common Stock upon
consummation of the Roll-Up), and the CTI board has determined that the
predetermined price for any investment in 1998 and 1999 will be (Pounds)16.90
($28.21) and (Pounds)21.97 ($36.68) respectively.

All outstanding options granted pursuant to the CTSH Bonus Share Plan are
vested and may be exercised in whole or in part at the discretion of the
option holder prior to the lapsing of the option. All options will lapse on
the earlier of (i) the first anniversary of the option holder's death, (ii)
six months after the termination of the option holder's employment with the
Company, (iii) six months following a Corporate Event, (iv) the option holder
being adjudicated bankrupt under U.K. law, (v) the surrender of the option or
(vi) the seventh anniversary of the grant of the option. In order to satisfy
the demand created by the exercise of options granted pursuant to the CTSH
Bonus Share Plan, the CTSH Trustee has been granted a call option by the
Company ("the U.K. Option Agreement") to purchase up to 149,709 shares of
Common Stock from the Company at a price of (Pounds)1.86 ($3.11) per share,
the funds for which are to be contributed to the CTSH Trust by CTSH (which has
already provided for such payment in its financial statements). Currently
there are outstanding options to purchase 149,709 shares of Common Stock from
the CTSH Trustee for a nominal sum upon exercise. Following the Offering, CTI
employees and directors will continue to be able to effectively invest a
proportion of their annual bonuses in Common Stock of the Company under the
CTSH Bonus Share Plan for the fiscal years 1998 and 1999. Thereafter, no
additional options will be granted under the CTSH Share Bonus Plan. Grants
under the CTSH Bonus Share Plan are determined by converting monetary awards
into options to purchase shares at predetermined prices.

CTSH Option Grants to Certain Executives. In January and April of 1998, CTSH
granted options to purchase a total of 300,000 ordinary shares and 299,700,000
preference shares of CTSH to Ted B. Miller, Jr., David L. Ivy and George E.
Reese. Upon consummation of the Offering, these options will vest in full and
convert into options to purchase 1,890,000 shares of the Company's Common
Stock at an exercise price of (Pounds)1.43 ($2.39) and 210,000 shares of the
Company's Common Stock at an exercise price of (Pounds)3.57 ($5.96).

116

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1995 INVESTMENTS

On January 11, 1995, Ted B. Miller, Jr. and Edward C. Hutcheson, Jr.
(collectively, the "Initial Stockholders") acquired 1,350,000 shares of CTC
Class A Common Stock, par value $.01 per share, for $270,000. Also, on January
11, 1995, pursuant to a Securities Purchase and Loan Agreement, dated as of
January 11, 1995, among CTC, Centennial Fund IV, Berkshire Fund III, A Limited
Partnership (via Berkshire Fund III Investment Corp.), and certain trusts and
natural persons which are now members of Berkshire Investors LLC
(collectively, the "Berkshire Fund III Group") and J. Landis Martin
(collectively, the "CTC Purchasers"), CTC issued to the CTC Purchasers (i)
1,350,000 shares of CTC Class B Common Stock, par value $.01 per share, for
$270,000, (ii) 730,380 shares of CTC Series A Convertible Preferred Stock, par
value $.01 per share, for $4,382,280 and (iii) $3,867,720 principal amount of
CTC Convertible Secured Subordinated Notes for $3,867,720. As of February
1997, all the CTC Convertible Secured Subordinated Notes had been converted
into 644,620 shares of Company Series A Convertible Preferred Stock. The
proceeds received on January 11, 1995 were used by the Company for the
acquisition of towers and ancillary assets from PCI and for working capital.

Pursuant to a Securities Exchange Agreement (the "Securities Exchange
Agreement"), dated as of April 27, 1995, among the Company, CTC, the Initial
Stockholders and the CTC Purchasers, such parties effectively made CCIC the
holding company of CTC and converted some of the obligations of CTC into
capital stock of CCIC. Transactions pursuant to the Securities Exchange
Agreement included (i) Centennial Fund IV transferring 208,334 shares of CTC
Series A Convertible Preferred Stock to Berkshire Fund III Group in exchange
for $1,250,004 principal amount of CTC Convertible Secured Subordinated Notes,
(ii) Berkshire Fund III Group and J. Landis Martin converting all remaining
CTC Convertible Secured Subordinated Notes held by them ($742,452 principal
amount) into 123,742 shares of CTC Series A Convertible Preferred Stock, (iii)
each of the outstanding shares of capital stock of CTC being exchanged for one
share of similar stock of CCIC and (iv) the remaining CTC Convertible Secured
Subordinated Notes ($3,125,268 principal amount) becoming convertible into
shares of CCIC Series A Convertible Preferred Stock, par value $.01 per share
("Series A Convertible Preferred Stock") (all of which notes were subsequently
converted in February 1997).

As a result of the exchange of CTC capital stock for CCIC capital stock,
each Initial Stockholder received 675,000 shares of Existing Class A Common
Stock, par value $.01 per share, of CCIC, Centennial Fund IV received
1,080,000 shares of Common Stock and 145,789 shares of Series A Convertible
Preferred Stock, Mr. Martin received 41,666 shares of Series A Convertible
Preferred Stock and Berkshire Fund III Group received 270,000 shares of Common
Stock and 666,667 shares of Series A Convertible Preferred Stock. In July 21,
1995, Robert F. McKenzie became a party by amendment to the Securities
Exchange Agreement and received 8,333 shares of Series A Preferred Stock.

1996 INVESTMENTS

Pursuant to a Securities Purchase Agreement, dated as of July 15, 1996,
among the Company, Berkshire Fund III Group, Centennial Fund IV, J. Landis
Martin, Edward C. Hutcheson, Jr. and Robert F. McKenzie, the Company privately
placed 864,568 shares of its Series B Convertible Preferred Stock, par value
$.01 per share ("Series B Convertible Preferred Stock"), for an aggregate
purchase price of $10,374,816. Berkshire Fund III Group paid $6,000,000 for
500,000 shares, Centennial Fund IV paid $3,724,812 for 310,401 shares, Mr.
Martin paid $500,004 for 41,667 shares, Mr. Hutcheson paid $99,996 for 8,333
shares and Mr. McKenzie paid $50,004 for 4,167 shares. The proceeds received
on July 15, 1996 were used for (i) the purchase of the towers and microwave
and SMR businesses from Motorola in Puerto Rico, (ii) an option payment
relating to the acquisition of TEA and TeleStructures and (iii) working
capital.

1997 INVESTMENTS

Pursuant to a Securities Purchase Agreement, dated as of February 14, 1997,
among the Company, Centennial Fund V and Centennial Entrepreneurs Fund V, L.P.
(collectively, the "Centennial Fund V Investors"), Berkshire Fund IV, Limited
Partnership (via Berkshire Fund IV Investment Corp.), and certain trusts

117

and natural persons which are members of Berkshire Investors LLC
(collectively, the "Berkshire Fund IV Group" and, together with Berkshire Fund
III Group, the "Berkshire Partners Group"), PNC Venture Corp., Nassau Capital
Partners II L.P. ("Nassau Capital"), NAS Partners I L.L.C. ("NAS Partners"),
Fay, Richwhite Communications Limited ("Fay Richwhite"), J. Landis Martin and
Robert F. McKenzie, the Company privately placed 3,529,832 shares of its
Series C Convertible Preferred Stock, par value $.01 per share ("Series C
Convertible Preferred Stock"), for an aggregate purchase price of $74,126,472.
Centennial Fund V Investors paid $15,464,001 for 736,381 shares, Berkshire
Fund IV Group paid $21,809,991 for 1,038,571 shares, PNC Venture Corp. paid
$6,300,000 for 300,000 shares, Nassau Group paid an aggregate of $19,499,991
for 928,571 shares, Fay Richwhite paid $9,999,990 for 476,190 shares, Mr.
Martin paid $999,999 for 47,619 shares and Mr. McKenzie paid $52,500 for 2,500
shares. The proceeds received on February 14, 1997 were used by the Company to
fund a portion of its investment in CTI.

In March 1997, Edward C. Hutcheson, Jr. exercised stock options for 345,000
shares of Common Stock. The Company repurchased these shares and 308,435
shares of his Existing Class A Common Stock for $3,422,118.

In May 1997, in connection with the Company's acquisition of the stock of
TeleStructures, TEA and TeleShare, Inc. (the "TEA Companies"), the Company
issued 535,710 shares of Common Stock to the shareholders of the TEA
Companies: 241,070 shares to Bruce W. Neurohr, 241,070 shares to Charles H.
Jones and 53,570 shares to Terrel W. Pugh.

In June 1997, Messrs. Miller and Ivy received special bonuses, related to
their services in structuring and negotiating the CTI Investment, including
arranging the consortium partners who participated with the Company in the CTI
transaction, of $600,000 and $300,000, respectively.

In August 1997, Robert A. Crown and Barbara Crown sold the assets of Crown
Communications to, and merged CNSI and CMSI with, subsidiaries of the Company.
As consideration for these transactions, the Crowns received a cash payment of
$25.0 million, a promissory note of the Company aggregating approximately
$76.2 million, approximately $2.3 million to pay certain taxes (part of which
amount was paid in September 1997 as a dividend to stockholders of record of
CNSI on August 14, 1997), and 7,325,000 shares of Common Stock. In addition,
the Company assumed approximately $26.0 million of indebtedness of the Crown
Business. The Company repaid the Seller Note in full on October 31, 1997.
Robert A. Crown and Barbara Crown are both parties to the Stockholders
Agreement and are subject to its restrictions.

Pursuant to a Securities Purchase Agreement, dated as of August 13, 1997,
among the Company, American Home Assurance Company ("AHA"), New York Life
Insurance Company ("New York Life"), The Northwestern Mutual Life Insurance
Company ("Northwestern Mutual"), PNC Venture Corp., J. Landis Martin and
affiliates of AHA, the Company privately placed of 292,995 shares of its
Senior Convertible Preferred Stock for an aggregate purchase price of
$29,299,500, together with warrants to purchase 585,990 shares of Common Stock
at $7.50 per share (subject to adjustment, including weighted average
antidilution adjustments). AHA and its affiliates paid $15,099,500 for 150,995
shares and warrants to purchase 301,990 shares of Common Stock. New York Life
and Northwestern Mutual each paid $6,000,000 for 60,000 shares and warrants to
purchase 120,000 shares of Common Stock. PNC Venture Corp. paid $2,000,000 for
20,000 shares and warrants to purchase 40,000 shares of Common Stock. Mr.
Martin paid $200,000 for 2,000 and warrants to purchase 4,000 shares of Common
Stock. The proceeds received on August 13, 1997 were used by the Company to
fund a portion of the Crown Merger and working capital.

Pursuant to a Securities Purchase Agreement, dated as of October 31, 1997,
among the Company, Berkshire Partners Group, Centennial Fund V Investors,
Nassau Group, Fay Richwhite, Harvard Private Capital Holdings, Inc.
("Harvard"), Prime VIII, L.P. ("Prime") and the prior purchasers of Senior
Convertible Preferred Stock (other than affiliates of AHA), an additional
364,500 shares of Senior Convertible Preferred Stock were issued for an
aggregate purchase price of $36,450,000, together with warrants to purchase
729,000 shares of Common

118

Stock at $7.50 per share (subject to adjustment, including weighted average
antidilution adjustments). Berkshire Partners Group paid $3,500,000 for 35,000
shares and warrants to purchase 70,000 shares of Common Stock. Centennial V
Investors paid $1,000,000 for 10,000 shares and warrants to purchase 20,000
shares of Common Stock. Nassau Group and Fay Richwhite each paid $2,500,000
for 25,000 shares and warrants to purchase 50,000 shares of Common Stock.
Harvard paid $14,950,000 for 149,500 shares and warrants to purchase 299,000
shares of Common Stock. Prime paid $5,000,000 for 50,000 shares and warrants
to purchase 100,000 shares of Common Stock. AHA paid $1,500,000 for 15,000
shares and warrants to purchase 30,000 shares of Common Stock. New York Life
paid $300,000 for 3,000 shares and warrants to purchase 6,000 shares of Common
Stock. Northwestern Mutual paid $4,000,000 for 40,000 shares and warrants to
purchase 80,000 shares of Common Stock. PNC Venture Corp. paid $1,000,000 for
10,000 shares and warrants to purchase 20,000 shares of Common Stock. J.
Landis Martin paid $200,000 for 2,000 shares and warrants to purchase 4,000
shares of Common Stock.

OTHER TRANSACTIONS

Robert J. Coury, a director of Crown Communication, and Crown Communication
have entered into a management consulting agreement beginning in October 1997.
Pursuant to a Memorandum of Understanding dated July 3, 1998, the compensation
payable pursuant to such consulting agreement was increased to $20,000 per
month and Mr. Coury was granted options to purchase 60,000 shares of Common
Stock at $7.50 per share. See "Management--Executive Compensation--Crown
Arrangements". The Company expects to record a noncash compensation charge of
$0.6 million related to the issuance of these stock options. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Compensation Charges Related to Stock Option Grants". In addition, pursuant to
a Memorandum of Understanding Regarding Management and Governance of CCIC and
Crown Communication, dated as of August 15, 1997, Mr. Coury received options
for 75,000 shares of Common Stock. Upon consummation of the Offering, all of
these options will have vested. In connection with the Crown Merger, Mr. Coury
acted as financial advisor to the Crowns and received a fee for such services,
paid by the Crowns.

The Company leases office space in a building formerly owned by its Vice
Chairman and Chief Executive Officer. Lease payments for such office space
amounted to $130,000, $50,000 and $22,000 for the years ended December 31,
1997, 1996 and 1995, respectively. The amount of space leased increased from
6,497 square feet at $23.80 per square foot (or $154,836 in annual rent) to
19,563 square feet at $16.00 per square foot (or $313,008 in annual rent)
pursuant to a lease agreement effective November 1, 1997. The lease term is
for a period of five years with an option to terminate in the third year or to
renew at $18.40 per square foot. The lease also provides the Company a right
of first refusal on the entire fifth floor of the building. Interstate Realty
Corporation, a company owned by the Company's Vice Chairman and Chief
Executive Officer, received a commission of $62,000 in connection with this
new lease.

Crown Communication leases its equipment storage and handling facility in
Pittsburgh from Idlewood Road Property Company ("Idlewood"), a Pennsylvania
limited partnership. HFC Development Corp., a Pennsylvania corporation owned
by Mr. Crown's parents, is the general partner of Idlewood. The annual rent
for the property is $180,000.

On August 10, 1998, Michel Azibert, who is expected to be elected as a
director of the Company upon consummation of the Roll-Up, acquired 50,000
shares of Common Stock for $6.26 per share pursuant to a purchase right
assigned to him by the Company. The Company expects to record a noncash
compensation charge of $0.6 million related to the transfer of the purchase
right. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Compensation Charges Related to Stock Option Grants".

On February 28, 1997, CTI and TdF Parent entered into the CTI Services
Agreement pursuant to which TdF Parent agreed to provide certain consulting
services to CTI in consideration for a minimal annual fee of (Pounds)400,000
($670,000) and reimbursement for reasonable out-of-pocket expenses. TdF Parent
has agreed to, among other things, provide the services of ten executives or
engineers to CTI on a part-time basis and to provide a

119

benchmarking review of CTI. In addition, TdF Parent has agreed to provide
additional services relating to research, development and professional
training on terms (including as to price) to be determined.

120

PRINCIPAL AND SELLING STOCKHOLDERS

The table below sets forth, after giving effect to the Roll-Up, certain
information with respect to the beneficial ownership of Capital Stock by (i)
each person who is known by the Company to be the beneficial owner of more
than 5% of any class or series of Capital Stock of the Company, (ii) each of
the directors and executive officers of the Company and all directors and
executive officers as a group and (iii) each of the Selling Stockholders. This
table also gives effect to shares that may be acquired pursuant to options and
warrants, as described in the footnotes below.

SHARES SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY OF TOTAL
OWNED PRIOR NUMBER OWNED AFTER VOTING
TO THE OFFERING OF THE OFFERING POWER AFTER
------------------ SHARES ------------------ THE
EXECUTIVE OFFICERS AND DIRECTORS(A) TITLE OF CLASS NUMBER(B) PERCENT OFFERED NUMBER(B) PERCENT OFFERING(C)
- ----------------------------------- -------------------- ---------- ------- --------- ---------- ------- -----------

Ted B. Miller, Jr. ..... Common Stock(d) 4,051,125 5.5% --(e) 4,051,125 4.0% 3.6%
David L. Ivy............ Common Stock(f) 1,380,000 1.9 --(e) 1,380,000 1.4 1.3
Charles C. Green, III... Common Stock(g) 675,000 1.0 --(e) 675,000 * *
John L. Gwyn............ Common Stock(h) 132,500 * --(e) 132,500 * *
Robert A. Crown(i)...... Common Stock 7,462,500 10.6 3,750,000 3,712,500 3.8 3.4
Michel Azibert(j)....... Common Stock 50,000 * -- 50,000 * *
Bruno Chetaille(k)...... Common Stock -- -- -- -- -- --
Carl Ferenbach(l)....... Common Stock(m) 20,735,455 29.5 -- 20,735,455 21.2 19.0
Garth A. Greimann(n).... Common Stock(o) 20,710,455 29.4 -- 20,710,455 21.2 18.9
Randall A. Hack(p)...... Common Stock(q) 5,080,080 7.2 -- 5,080,080 5.2 4.7
David C. Hull, Jr.(r)... Common Stock(s) 9,812,040 13.9 9,812,040 10.0 9.0
Edward C. Hutcheson,
Jr.(t)................. Common Stock(u) 650,000 1.0 -- 650,000 * *
J. Landis Martin(v)..... Common Stock(w) 836,035 1.2 -- 836,035 * *
Robert F. McKenzie(x)... Common Stock(y) 197,500 * -- 197,500 * *
William A. Murphy(z).... Common Stock -- -- -- -- -- --
Jeffrey H. Schutz(aa)... Common Stock(bb) 9,837,040 14.0 -- 9,837,040 10.1 9.0
Directors and Executive
Officers as a group (13
persons total)......... Common Stock(cc) 51,087,235 72.5 3,750,000 47,337,235 48.5 43.3
BERKSHIRE(dd)
Berkshire Fund III, A
Limited Partnership.... Common Stock(ee) 6,095,450 8.7 -- 6,095,450 6.2 5.6
Berkshire Fund IV,
Limited Partnership.... Common Stock(ff) 12,996,055 18.5 -- 12,996,055 13.3 11.9
Berkshire Investors
LLC.................... Common Stock(gg) 1,619,300 2.3 -- 1,619,300 1.7 1.5
CANDOVER(hh)
Candover Investments,
plc.................... Common Stock 2,537,380 3.6 -- 2,537,380 2.6 2.3
Candover (Trustees)
Limited................ Common Stock 255 * -- 255 * *
Candover Partners
Limited................ Common Stock 8,792,565 12.5 -- 8,792,565 9.0 8.1
CENTENNIAL(ii)
Centennial Fund IV,
L.P.(jj)............... Common Stock 5,965,340 8.5 --(e) 5,965,340 6.1 5.5
Centennial Fund V,
L.P.(kk)............... Common Stock 3,731,285 5.3 --(e) 3,731,285 3.8 3.4
Centennial Entrepreneurs
Fund V, L.P.(ll)....... Common Stock 115,415 * --(e) 115,415 * *
NASSAU(mm)
Nassau Capital Partners
II, L.P.(nn)........... Common Stock 5,023,825 7.1 --(e) 5,023,825 5.1 4.6
NAS Partners I,
L.L.C.(oo)............. Common Stock 31,255 * --(e) 31,255 * *
Digital Future
Investments B.V.(pp)... Class A Common Stock 11,340,000 100.0 -- 11,340,000 100.0 10.4

- --------

* Less than 1%.
(a) Except as otherwise indicated, the address of each person in this table is
c/o Crown Castle International Corp., 510 Bering Drive, Suite 500,
Houston, TX 77057.
(b) In determining the number and percentage of shares beneficially owned by
each person, shares that may be acquired by such person pursuant to
options, warrants or convertible stock exercisable or convertible within
60 days of the date hereof are deemed outstanding for purposes of
determining the total number of outstanding shares for such person and are
not deemed outstanding for such purpose for all other stockholders. To the
best of the Company's knowledge, except as otherwise indicated, beneficial
ownership includes sole voting and dispositive power with respect to all
shares.
(c) In determining Percentage of Total Voting Power After the Offering, shares
of Common Stock that may be acquired upon conversion of the Class A Common
Stock into shares of Common Stock are taken into account.

121

(footnotes continued from preceding page)

(d) Includes 175,000 shares of Common Stock received pursuant to the Share
Exchange Agreement and options for 2,848,000 shares of Common Stock that
will be vested upon consummation of the Roll-Up and the Offering. A trust
for the benefit of Mr. Miller's children holds 99,995 shares of Common
Stock, and a trust for the benefit of Mr. Miller and his two brothers
holds 70,000 shares of Common Stock after the exchange pursuant to the
Share Exchange Agreement.
(e) Messrs. Miller, Ivy, Green, Gwyn, Hutcheson, Martin and McKenzie and
Centennial Fund IV, L.P., Centennial Fund V, L.P., Centennial
Entrepreneurs Fund V, L.P., Nassau Capital Partners II, L.P. and NAS
Partners I, L.L.C. are Selling Stockholders and have granted the U.S.
Underwriters an option to purchase 480,535, 174,600, 142,800, 57,300,
78,000, 101,285, 23,700, 476,183, 297,849, 9,213, 401,985 and 2,500
shares of Common Stock, respectively, solely to cover over-allotments. If
the U.S. Underwriters' over-allotment option is exercised in full,
Messrs. Miller, Ivy, Green, Gwyn, Hutcheson, Martin and McKenzie and
Centennial Fund IV, L.P., Centennial Fund V, L.P., Centennial
Entrepreneurs Fund V, L.P., Nassau Capital Partners II, L.P. and NAS
Partners I, L.L.C. will beneficially own 3.5%, 1.2%, *, *, *, *, *, 5.5%,
3.5%, *, 4.7% and *, respectively, of the Common Stock after consummation
of the Offering. In addition, the following table sets forth certain
information regarding other stockholders of the Company who have granted
the U.S. Underwriters an option to purchase shares of Common Stock solely
to cover over-allotments:

SHARES NUMBER SHARES
BENEFICIALLY OF BENEFICIALLY
OWNED BEFORE SHARES OWNED AFTER
BENEFICIAL OWNER(A) THE OFFERING OFFERED THE OFFERING
------------------- ------------- ------- ------------

Tod Bettenhausen.................... 75,000 27,000 48,000
Kathy Broussard..................... 46,500 16,800 29,700
Bill Cordell........................ 123,330 22,000 101,330
Wesley D. Cunningham................ 49,000 17,395 31,605
Angela Dennehy...................... 99,165 25,245 73,920
Allyn Easter........................ 75,000 21,000 54,000
Martin Ellen........................ 99,165 25,245 73,920
Alan Rees........................... 304,970 69,215 235,755
George Reese........................ 920,000 110,400 809,600
Michael Schueppert.................. 80,980 22,730 58,250
Jimmy Taylor........................ 25,000 15,000 10,000
Nigel Turner........................ 99,165 25,245 73,920
Mark Uminski........................ 50,000 15,000 35,000
Ed Wallander........................ 50,000 18,000 32,000
John Ward........................... 99,165 25,245 73,920
Terry Wing.......................... 93,775 24,430 69,345
American Home Assurance Company(i).. 2,774,040 220,875 2,553,165(xi)
Fay, Richwhite Communications
Limited(ii)........................ 2,793,985 222,465 2,571,520(xi)
Harvard Private Capital Holdings,
Inc. (iii)......................... 2,164,745 172,360 1,992,385(xi)
New York Life Insurance
Company(iv)........................ 1,060,180 84,415 975,765(xi)
The Northwestern Mutual Life
Insurance Company(v)............... 1,669,815 132,955 1,536,860(xi)
PNC Venture Corp.(vi)............... 2,002,765 159,465 1,843,300(xi)
Prime VIII, L.P.(vii)............... 823,765 65,590 758,175
Win J. Neuger(viii)................. 8,420 670 7,750
David B. Pinkerton(ix).............. 3,365 270 3,095
Peter F. Smith(x)................... 5,050 400 4,650

--------

(i) American Home Assurance Company's principal business address is
175 Water Street, 24th Floor, New York, NY 10038.
(ii) Fay, Richwhite Communications Limited's principal business address
is 151 Queen Street, Auckland, New Zealand.
(iii) Harvard Private Capital Holdings, Inc.'s principal business
address is 600 Atlantic Avenue, Boston, MA 02210-2203.
(iv) New York Life Insurance Company's principal business address is 51
Madison Avenue, New York, NY 10010.
(v) The Northwestern Mutual Life Insurance Company's principal
business address is 720 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202-4797.
(vi) PNC Venture Corp.'s principal business address is 3150 CNG Tower,
625 Liberty Avenue, Pittsburgh, PA 15222.
(vii) Prime VIII, L.P.'s principal business address is 600 Congress
Avenue, Suite 3000, Austin, TX 78701.
(viii) Mr. Neuger's principal business address is c/o American Home
Assurance Company, 175 Water Street, New York, NY 10038.
(ix) Mr. Pinkerton's principal business address is c/o American Home
Assurance Company, 175 Water Street, New York, NY 10038.
(x) Mr. Smith's principal business address is c/o American Home
Assurance Company, 175 Water Street, New York, NY 10038.

122

(footnotes continued from preceding page)

(xi) If the U.S. Underwriters' over-allotment option is exercised in
full, American Home Assurance Company, Fay, Richwhite Communications
Limited, Harvard Private Capital Holdings, Inc., New York Life
Insurance Company, The Northwestern Mutual Life Insurance Company
and PNC Venture Corp. will beneficially own 2.6%, 2.0%, 2.6%, 1.0%,
1.6% and 1.9%, respectively, of the Common Stock after consummation
of the Offering.

(f) Includes 70,000 shares of Common Stock received pursuant to the Share
Exchange Agreement and options for 1,260,000 shares of Common Stock that
will vest upon consummation of the Roll-Up and the Offering.
(g) Represents options for 675,000 shares of Common Stock that will vest upon
consummation of the Roll-Up and the Offering.
(h) Includes options for 130,000 shares of Common Stock that will vest upon
consummation of the Roll-Up and the Offering.
(i) Includes 2,779,375 shares of Common Stock owned by Mr. Crown, 2,589,375
shares of Common Stock owned by his spouse, over which she has sole
voting and dispositive power, 125,000 shares of Common Stock that are
jointly owned, 915,625 shares of Common Stock owned by a grantor retained
annuity trust for Mr. Crown, 915,625 shares of Common Stock owned by a
grantor retained annuity trust for Ms. Crown and options for 137,500
shares of Common Stock that will vest upon consummation of the Roll-Up
and the Offering. Mr. Crown's principal business address is c/o Crown
Communication Inc., 375 Southpointe Blvd., Canonsburg, PA 19317.
(j) Mr. Azibert's principal business address is c/o TeleDiffusion de France
International S.A., 10 Rue d'Oradour sur Glane, 75732 Paris 15 France.
(k) Mr. Chetaille's principal business address is c/o TeleDiffusion de France
International S.A., 10 Rue d'Oradour sur Glane, 75732 Paris 15 France.
(l) Mr. Ferenbach's principal business address is c/o Berkshire Partners LLC,
One Boston Place, Suite 3300, Boston, MA 02108.
(m) Represents options for 25,000 shares of Common Stock that will vest upon
consummation of the Offering and 20,710,455 shares of Common Stock
beneficially owned by members of the Berkshire Group. Mr. Ferenbach
disclaims beneficial ownership of such shares, except to the extent of
his pecuniary interest therein.
(n) Mr. Greimann's principal business address is c/o Berkshire Partners LLC,
One Boston Place, Suite 3300, Boston, MA 02108.
(o) Represents shares of Common Stock beneficially owned by members of the
Berkshire Group. Mr. Greimann disclaims beneficial ownership of such
shares, except to the extent of his pecuniary interest therein.
(p) Mr. Hack's principal business address is c/o Nassau Capital LLC, 22
Chambers St., Princeton, NJ 08542.
(q) Represents options for 25,000 shares of Common Stock that will vest upon
consummation of the Offering and 5,055,080 shares of Common Stock
beneficially owned by members of the Nassau Group. Mr. Hack disclaims
beneficial ownership of such shares.
(r) Mr. Hull's principal business address is c/o The Centennial Funds, 1428
Fifteenth Street, Denver, CO 80202-1318. Mr. Hull is a general partner of
each of Centennial Holdings IV, L.P. (which is, in turn, the general
partner of Centennial Fund IV, L.P.) ("Holdings IV") and Centennial
Holdings V, L.P. (which is, in turn, the general partner of Centennial
Fund V, L.P. and Centennial Entrepreneurs Fund V, L.P.) ("Holdings V").
However, neither Mr. Hull nor any other general partner of either
Holdings IV or Holdings V, acting alone, has voting or investment power
with respect to the Company's securities directly beneficially held by
Centennial Fund IV, Centennial Fund V and Centennial Entrepreneurs Fund,
and, as a result, Mr. Hull disclaims beneficial ownership of the
Company's securities directly beneficially owned by such Funds, except to
the extent of his pecuniary interest therein.
(s) Represents shares of Common Stock beneficially owned by members of the
Centennial Group. Mr. Hull disclaims beneficial ownership of such shares,
except to the extent of his pecuniary interest therein.
(t) A trust for the benefit of Mr. Hutcheson's children holds 50,000 shares.
Mr. Hutcheson is a limited partner of Centennial Entrepreneurs Fund V,
L.P., but disclaims beneficial ownership of the Company's securities
directly beneficially held but such fund. Mr. Hutcheson's principal
business address is 5599 San Felipe, Suite 301, Houston, TX 77056.
(u) Includes options for 50,000 shares of Common Stock that will vest upon
consummation of the Roll-Up and the Offering.
(v) A trust for the benefit of Mr. Martin's children holds 30,000 shares. Mr.
Martin is a limited partner of each of Centennial Fund IV and Centennial
Entrepreneurs Fund V, but disclaims beneficial ownership of the Company's
securities directly beneficially held by such funds. Mr. Martin's
principal business address is c/o Titanium Metals Corporation, 1999
Broadway, Suite 4300, Denver, CO 80202.
(w) Includes options for 122,500 shares of Common Stock that will vest upon
consummation of the Roll-Up and the Offering, and warrants for 8,000
shares of Common Stock.
(x) Mr. McKenzie's principal business address is P.O. Box 1133, 1496 Bruce
Creek Road, Eagle, CO 81631.
(y) Includes options for 104,375 shares of Common Stock that will vest upon
consummation of the Roll-Up and the Offering.
(z) Mr. Murphy's principal business address is c/o Salomon Smith Barney,
Victoria Plaza, 111 Buckingham Palace Road, London, England.
(aa) Mr. Schutz's principal business address is c/o The Centennial Funds, 1428
Fifteenth Street, Denver, CO 80202-1318. Mr. Schutz is a general partner
of each of Holdings IV and Holdings V. However, neither Mr. Schutz nor
any other general partner of either Holdings IV or Holdings V, acting
alone, has voting or investment power with respect to the Company's
securities directly beneficially held by Centennial Fund IV, Centennial
Fund V and Centennial Entrepreneurs Fund, and, as a result, Mr. Schutz
disclaims beneficial ownership of the Company's securities directly
beneficially owned by such funds, except to the extent of his pecuniary
interest therein.
(bb) Represents options for 25,000 shares of Common Stock that will vest upon
consummation of the Offering and 9,812,040 shares of Common Stock
beneficially owned by members of the Centennial Group. Mr. Schutz
disclaims beneficial ownership of such shares.
(cc) Includes options for 5,402,375 shares of Common Stock that will vest upon
consummation of the Roll-Up and the Offering and warrants for 8,000
shares of Common Stock.
(dd) Berkshire Group has approximately 19.0% of the total voting power of
Common Stock. Carl Ferenbach, Chairman of the Board of Directors of the
Company and a director of the Company, is a Managing Director of
Berkshire Investors; a Managing Director of Third Berkshire Managers the
general partner of Third Berkshire Associates, the general partner of
Berkshire Fund III; and a Managing Director of Fourth Berkshire
Associates, the general partner of Berkshire Fund IV. The principal
business address of the Berkshire Group is c/o Berkshire Partners LLC,
One Boston Place, Suite 3300, Boston, MA 02108-4401.

123

(footnotes continued from preceding page)

(ee) Includes warrants for 35,935 shares of Common Stock.
(ff) Includes warrants for 29,255 shares of Common Stock.
(gg) Includes warrants for 4,810 shares of Common Stock.
(hh) Candover Group has approximately 10.4% of the total voting power of
Common Stock. G. Douglas Fairservice is a Director of each entity in the
Candover Group. The principal business address of Candover Partners is
20 Old Bailey, London EC4M 7LM, United Kingdom.
(ii) Centennial Fund IV, Centennial Fund V and Centennial Enterpreneurs Fund
collectively have has approximately 8.9% of the total voting power of
Common Stock.
(jj) Holdings IV is the sole general partner of Centennial Fund IV, and,
accordingly, Holdings IV may be deemed to control Centennial Fund IV and
possess indirect beneficial ownership of the securities of the Company
directly beneficially held by Fund IV. The principal business address of
Centennial Fund IV and Holdings IV is 1428 Fifteenth Street, Denver,
Colorado 80202-1318.
(kk) Holdings V is the sole general partner of Centennial Fund V, and,
accordingly, Holdings V may be deemed to control Centennial Fund V and
possess indirect beneficial ownership of the securities of the Company
directly beneficially held by Centennial Fund V. The Common Stock
indicated as held by Centennial Fund V includes 19,400 shares obtainable
upon exercise of warrants. The principal business address of Centennial
Fund V and Holdings V is 1428 Fifteenth Street, Denver, Colorado 80202-
1318.
(ll) Holdings V is the sole general partner of Centennial Entrepreneurs Fund
V, and, accordingly, may be deemed to control Centennial Entrepreneurs
Fund V and possess indirect beneficial ownership of the securities of the
Company directly beneficially held by Centennial Entrepreneurs Fund V.
The Common Stock indicated as held by Centennial Entrepreneurs Fund V
includes 600 shares obtainable upon exercise of warrants. The principal
business address of Centennial Entrepreneurs V is 1428 Fifteenth Street,
Denver, Colorado 80202-1318.
(mm) Nassau Group has approximately 4.6% of the total voting power of Common
Stock. Randall Hack, a director of the Company, is a member of Nassau
Capital L.L.C., an affiliate of Nassau Group. The principal business
address of Nassau Capital Partners II, L.P. is 22 Chambers Street,
Princeton, NJ 08542.
(nn) Includes warrants for 49,690 shares of Common Stock.
(oo) Includes warrants for 310 shares of Common Stock.
(pp) Digital Future Investments B.V. is an affiliate of TeleDiffusion de
France International S.A. Upon consummation of the Roll-Up, TdF will
retain ownership of 20% of the shares of capital stock of CTSH. Pursuant
to the Share Exchange Agreement and subject to certain conditions, TdF
will have the right to exchange its shares of capital stock of CTSH for
17,443,500 shares of Class A Common Stock of the Company (which is
convertible into 17,443,500 shares of Common Stock). DFI currently has
10.4% of the total voting power of Common Stock. Combined, TdF and DFI
would have 22.8% of the Voting Power of Common Stock. The principal
business address of DFI is c/o TeleDiffusion de France International
S.A., 10 Rue d'Oradour sur Glane, 75732 Paris 15 France.

124

DESCRIPTION OF CAPITAL STOCK

The following summary does not purport to be complete and is subject to the
detailed provisions of, and qualified in its entirety by reference to, the
Certificate of Incorporation, the By-laws, the Governance Agreement, the CTSH
Shareholders Agreement and the Stockholders' Agreement that will be in effect
upon consummation of this Offering, forms of which have been filed as exhibits
to this Registration Statement, and to the applicable provisions of the
Delaware General Corporation Law (the "DGCL").

GENERAL

Upon consummation of the Roll-Up, the authorized capital stock of the
Company will consist of 600,000,000 shares of Common Stock, par value $.01 per
share (the "Common Stock"), 90,000,000 shares of Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), and 10,000,000 shares of
Preferred Stock, par value $.01 per share. Upon consummation of the Roll-Up,
after giving effect to the five-for- one stock split, there will be 97,728,545
shares of Common Stock outstanding and 11,340,000 shares of Class A Common
Stock outstanding.

COMMON STOCK

Voting Rights

Each share of Common Stock is entitled to one vote. The Common Stock votes
together as a single class on all matters presented for a vote of the
stockholders, except as provided under the DGCL. All the outstanding shares of
Common Stock are held by directors, executive officers, other employees and
affiliates of the Company or its subsidiaries.

Dividends

Each share of Common Stock is entitled to receive dividends if, as and when
declared by the Board of Directors out of funds legally available therefor,
subject to approval of certain holders of the Senior Convertible Preferred
Stock.

Liquidation Rights

In the event of the dissolution of the Company, after satisfaction of
amounts payable to creditors and distribution to the holders of outstanding
Senior Convertible Preferred Stock, if any, of amounts to which they may be
preferentially entitled, holders of Common Stock are entitled to share ratably
in the assets available for distribution to the stockholders.

Other Provisions

There are no preemptive rights to subscribe for any additional securities
which the Company may issue, and there are no redemption provisions or sinking
fund provisions applicable to the Common Stock. All outstanding shares of
Common Stock are legally issued, fully paid and nonassessable.

CLASS A COMMON STOCK

Voting Rights

Each share of Class A Common Stock is entitled to one vote for each such
share on all matters presented to the stockholders, except with respect to the
election of directors. The holders of the shares of Class A Common Stock vote,
except as provided under the DGCL, together with the holders of the Common
Stock and any other class or series of stock of the Company accorded such
general voting rights, as a single class.

So long as TdF is Qualified, holders of shares of Class A Common Stock
voting as a separate class have the right to elect two directors to the Board
of Directors of the Company; provided, however, that if TdF is not

125

Qualified, so long as the ownership interest of the TdF Group is at least 5%,
holders of Class A Common Stock voting as a separate class have the right to
elect one director.

The holders of Class A Common Stock, subject to certain limitations
described in "The Roll-Up--Governance Agreement--Governance--Governance
Limitations", have a Veto over certain significant actions, described in
"Governance--Veto Rights", taken by the Company.

Convertibility

Each share of Class A Common Stock is convertible, at the option of its
record holder, into one share of Common Stock at any time.

In the event of any transfer of any share of Class A Common Stock to any
Person other than an Affiliate (as defined in Rule 12b-2 of the Exchange Act),
such share of Class A Common Stock automatically converts, without any further
action, into one share of Common Stock; provided, however, and subject to
certain conditions described in the Certificate of Incorporation, that a
holder of shares of Class A Common Stock may pledge such holder's shares to a
financial institution pursuant to a bona fide pledge of such shares of Class A
Common Stock as collateral security for any indebtedness or other obligation
of any Person due to the pledgee or its nominee.

Further, each share of Class A Common Stock automatically converts into one
share of Common Stock on the first date on which the ownership interest of TdF
Group is less than 5%.

Other Provisions

Pursuant to the Governance Agreement, so long as it remains Qualified, TdF
has anti-dilutive rights in connection with maintaining a certain percentage
of voting power in the Company and, accordingly, the Company may not, subject
to certain exceptions relating primarily to compensation of directors and
employees, issue, sell or transfer additional securities (except for the
Offering) unless TdF is offered the right to purchase, at the same price, an
amount such that it would maintain such percentage of voting power in the
Company. All outstanding shares of Class A Common Stock are legally issued,
fully paid and nonassessable.

PREFERRED STOCK

Pursuant to the Certificate of Incorporation, the Company may issue up to
10,000,000 shares of Preferred Stock in one or more series. The Board of
Directors has the authority, without any vote or action by the stockholders
(other than any rights of TdF under the Governance Agreement), to create one
or more series of Preferred Stock up to the limited of the Company's
authorized but unissued shares of Preferred Stock and to fix the designations,
preferences, rights, qualifications, limitations and restrictions thereof,
including the voting rights, dividend rights, dividend rate, conversion
rights, terms of redemption (including sinking fund provisions), redemption
price or prices, liquidation preferences and the number of shares constituting
any series. Upon completion of the Offering, there will be no shares of
Preferred Stock outstanding. See "Risk Factors--Anti-Takeover Provisions".

SENIOR PREFERRED WARRANTS

In connection with the offering of the Senior Convertible Preferred Stock in
August 1997 and October 1997, the Company issued warrants to purchase an
aggregate of 1,314,990 shares of Common Stock at a price of $7.50 per share,
provided that the price per share shall be reduced to 85% of the price per
share to the public if the Company consummates an initial registered public
offering of Common Stock with a price below $8.832 per share. The exercise
price is subject to weighted average antidilution protection. These warrants
are exercisable at any time prior to August 16, 2007, in the case of the
warrants issued in August 1997, and October 31, 2007, in the case of the
warrants issued in October 1997.

126

CERTIFICATE OF INCORPORATION AND BY-LAWS

Stockholders' rights and related matters are governed by the DGCL, the
Certificate of Incorporation and the By-laws. Certain provisions of the
Certificate of Incorporation and By-laws, which are summarized below, may have
the effect, either alone or in combination with each other, of discouraging or
making more difficult a tender offer or takeover attempt that is opposed by
the Company's Board of Directors but that a stockholder might consider to be
in its best interest. Such provisions may also adversely affect prevailing
market prices for the Common Stock. The Company believes that such provisions
are necessary to enable the Company to develop its business in a manner that
will foster its long-term growth without disruption caused by the threat of a
takeover not deemed by the Board of Directors to be in the best interests of
the Company and its stockholders.

Classified Board of Directors and Related Provisions

The Certificate of Incorporation provides that the directors of the Company,
other than those directors who may be elected by holders of any series of
Preferred Stock or holders of the Class A Common Stock, initially are to be
divided into three classes of directors, initially consisting of three, three
and four directors. One class of directors, initially consisting of three
directors, will be elected for a term expiring at the annual meeting of
shareholders to be held in 1999, another class initially consisting of three
directors will be elected for a term expiring at the annual meeting of
stockholders to be held in 2000, and another class initially consisting of
four directors shall be initially elected for a term expiring at the annual
meeting of stockholders in 2001. The classified board provisions will prevent
a party who acquires control of a majority of the outstanding Voting Stock of
the Company from obtaining control of the Board of Directors until the second
annual stockholders meeting following the date such party obtains the
controlling interest. The provisions of the Certificate of Incorporation
relating to the classified nature of the Company's Board of Directors may not
be amended without the affirmative vote of the holders of at least 80% of the
voting power of the Company's outstanding Voting Stock. "Voting Stock" is
defined in the Certificate of Incorporation as the outstanding shares of
capital stock of the Company entitled to vote in a general vote of
stockholders of the Corporation as a single class with shares of Common Stock
of the Company, which shares of capital stock include the shares of Class A
Common Stock.

No Stockholder Action by Written Consent; Special Meeting

The Certificate of Incorporation prohibits stockholders (other than holders
of Class A Common Stock with respect to matters upon which such holders are
entitled to vote as a separate class) from taking action by written consent in
lieu of an annual or special meeting and, thus, stockholders may only take
action at an annual or special meeting called in accordance with the By-laws.
The By-laws provide that special meetings of stockholders may only be called
by the Secretary of the Company at the direction of the Board of Directors
pursuant to a resolution adopted by the Board.

These provisions could have the effect of delaying consideration of a
stockholder proposal until the next annual meeting. The provisions would also
prevent the holders of a majority of the voting power of the capital stock of
the Company entitled to vote from unilaterally using the written consent
procedure to take stockholder action.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

The By-laws establish advance notice procedures with regard to stockholder
proposals and the nomination, other than by or at the direction of the Board
of Directors, of candidates for election as directors. These procedures
provide that the notice of stockholder proposals and stockholder nominations
for the election of directors at an annual meeting must be in writing and
received by the Secretary no less than 90 days nor more than 120 days prior to
the first anniversary of the preceding year's annual meeting; provided,
however, that with respect to the annual meeting to be held in 1999, the
anniversary date shall be deemed to be April 1, 1999; provided further that in
the event that the date of the annual meeting is advanced by more than 30
days, or delayed by more than 90 days, from such anniversary date, notice by
the stockholder to be timely must be

127

delivered not earlier than the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public disclosure of
the date of the annual meeting was made. The notice of nominations for the
election of directors must set forth certain information with respect to the
stockholder giving the notice and with respect to each nominee.

By requiring advance notice of nominations by stockholders, the foregoing
procedures will afford the Board of Directors an opportunity to consider the
qualifications of the proposed nominees and, to the extent deemed necessary or
desirable by the Board of Directors, to inform stockholders about such
qualifications. By requiring advance notice of other proposed business, such
procedures will provide the Board of Directors with an opportunity to inform
stockholders, prior to such meetings, of any business proposed to be conducted
at such meetings, together with any recommendations as to the Board of
Directors' position regarding action to be taken with respect to such
business, so that stockholders can better decide whether to attend such a
meeting or to grant a proxy regarding the disposition of any such business.

Dilution

The Certificate of Incorporation provides that the Board of Directors is
authorized to create and issue, whether or not in connection with the issuance
and sale of any of its stock or other securities or property, rights entitling
the holders to purchase from the Company shares of stock or other securities
of the Company or any of other corporation, recognizing that, under certain
circumstances, the creation and issuance of such rights could have the effect
of discouraging third parties from seeking, or impairing their right to seek,
to acquire a significant portion of the outstanding securities of the Company,
to engage in any transaction which might result in a change of control of the
corporation or to enter into any agreement, arrangement or understanding with
another party to accomplish the foregoing or for the purpose of acquiring,
holding, voting or disposing of any securities of the Company.

Indemnification

The Certificate of Incorporation and By-laws provide that the Company shall
indemnify each director or officer of the Company to the fullest extent
permitted by law.

Amendments

The Certificate of Incorporation and By-laws provide that the Company may at
any time and from time to time, amend, alter, change or repeal any provision
contained in the Certificate of Incorporation or a Preferred Stock
designation; provided, however, the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding Voting Stock, voting
together as a single class, is required to amend, repeal or adopt any
provision inconsistent with certain provisions of the Certificate of
Incorporation, including the provisions referred to above relating to the
classification of the Board of Directors, prohibiting stockholder action by
written consent, and prohibiting the calling of special meetings by
stockholders.

The By-laws may be amended by either the holders of 80% of the voting power
of the Voting Stock or by the majority of the Board; provided that the Board
may alter, amend or repeal or adopt new By-laws in conflict with certain
provisions thereof by a two-thirds vote of the entire Board.

RIGHTS PLAN

Rights

The Board of Directors of the Company has declared a dividend of one right
(the "Rights") for each outstanding share of Common Stock and each outstanding
share of Class A Common Stock. The Rights will be issued to the holders of
record of Common Stock and Class A Common Stock outstanding on the date of the

128

consummation of the Offering (the "Issuance Date"), and with respect to Common
Stock and Class A Common Stock issued thereafter until the Distribution Date
(as defined below), and, in certain circumstances, with respect to Common
Stock and Class A Common Stock issued after the Distribution Date. Each Right,
when it becomes exercisable as described below, will entitle the registered
holder to purchase from the Company one one-thousandth (1/1000th) of a share
of Series A Participating Cumulative Preferred Stock (the "Preferred Shares")
at a price of $110.00 per (1/1000th) of a share, subject to adjustment in
certain circumstances (the "Purchase Price"). The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and the Rights Agent named therein. The Rights will not be
exercisable until the Distribution Date and will expire on the tenth annual
anniversary of the Rights Agreement (the "Expiration Date"), unless earlier
redeemed by the Company. Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends with respect to the
Rights or the Preferred Shares relating thereto.

Distribution Date

Under the Rights Agreement, the Distribution Date is the earlier of (i) such
time as the Company learns that a person or group (including any affiliate or
associate of such person or group) has acquired, or has obtained the right to
acquire, beneficial ownership of more than 15% of the outstanding voting
securities of the Company (such person or group being an "Acquiring Person"),
subject to the exceptions relating to the TDF Group and the Berkshire Group
described in the paragraph below, unless provisions preventing accidental
triggering of the distribution of the Rights apply, and (ii) the close of
business on such date, if any, as may be designated by the Board of Directors
following the commencement of, or first public disclosure of an intent to
commence, a tender or exchange offer for more that 15% or more of the
outstanding shares of Voting Securities.

Each member of the TdF Group will not otherwise be considered an Acquiring
Person if (a) during the first five years following the adoption of the Rights
Agreement, the aggregate ownership interest of the TdF Group does not exceed
25% (or 30% if the Board so elects) of the outstanding Voting Securities or
(b) thereafter, the aggregate ownership interest of the TdF Group does not
exceed the lesser of (i) 25% or 30%, as applicable, of the Voting Securities
then outstanding and (ii) the greater of (x) the aggregate interest of the TdF
Group as of the fifth anniversary of the Rights Agreement and (y) 15% of the
then outstanding Voting Securities. Each member of the Berkshire Group will
not otherwise be deemed an Acquiring Person if the aggregate ownership
interest of the Berkshire Group does not exceed the greater of (a) the
aggregate ownership interest of the Berkshire Group upon the execution of the
Rights Agreement, reduced by an amount equal to any disposition of Voting
Securities following the date the Rights Agreement is executed and (b) 15% of
the outstanding Voting Securities.

Triggering Event and Effect of Triggering Event

At such time as there is an Acquiring Person, the Rights will entitle each
holder (other than such Acquiring Person) of a Right to purchase, at the
Purchase Price, that number of one-thousandths (1/1000ths) of a Preferred
Share equivalent to the number of shares of Common Stock that at the time of
such event would have a market value of twice the Purchase Price.

In the event the Company is acquired in a merger or other business
combination by an Acquiring Person or an affiliate or associate of an
Acquiring Person that is a publicly traded corporation or 50% or more of the
Company's assets or assets representing 50% or more of the Company's revenues
or cash flow are sold, leased, exchanged or otherwise transferred (in one or
more transactions) to an Acquiring Person or an affiliate or associate of an
Acquiring Person that is a publicly traded corporation, each Right will
entitle its holder (other than Rights beneficially owned by such Acquiring
Person or its affiliates or associates) to purchase, for the Purchase Price,
that number of common shares of such corporation which at the time of the
transaction would have a market value or, in certain circumstances, book value
of twice the Purchase Price. In the event the Company is acquired in a merger
or other business combination by an Acquiring Person or an affiliate or
associate of an Acquiring Person that is not a publicly traded entity or 50%
or more of the Company's assets or assets representing 50% or more of the
Company's revenues or cash flow are sold, leased, exchanged or

129

otherwise transferred (in one or more transactions) to an Acquiring Person or
affiliate or associate of an Acquiring Person that is not a publicly traded
entity, each right will entitle its holder (subject to the next paragraph) to
purchase, for the Purchase Price, at such holder's option, (i) that number of
shares of the surviving corporation in the transaction with such entity (which
surviving corporation could be the Company) which at the time of the
transaction would have a book value of twice the Purchase Price, (ii) that
number of shares of the ultimate parent of or entity controlling such
surviving corporation which at the time of the transaction would have a book
value of twice the Purchase Price or (iii) if such entity has an affiliate
which has publicly traded common shares, that number of common shares of such
affiliate which at the time of the transaction would have market value of
twice the Purchase Price.

Any Rights that are at any time beneficially owned by an Acquiring Person
(or any affiliate or associate of an Acquiring Person) will be null and void
and nontransferable and any holder of any such right (including any purported
transferee or subsequent holder) will be unable to exercise or transfer any
such Right.

Redemption

At any time prior to the earlier of (i) such time as a person or group
becomes an Acquiring Person and (ii) the Expiration Date, the Board of
Directors may redeem the Rights in whole, but not in part, at a price (in cash
or Common Stock or other securities of the Company deemed by the Board of
Directors to be at least equivalent in value) of $.01 per Right (which amount
shall be subject to adjustment as provided in the Rights Agreement) (the
"Redemption Price"). Immediately upon the action of the Board of Directors
ordering the redemption of the Rights, and without any further action and
without any notice, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.

In addition, at any time after there is an Acquiring Person, the Board of
Directors may elect to exchange each Right for consideration per Right
consisting of one-half of the securities that would be issuable at such time
upon exercise of one Right pursuant to the terms of the Rights Agreement.

Amendment

At any time prior to the Distribution Date, the Company may, without the
approval of any holder of any Rights, supplement or amend any provision of the
Rights Agreement (including, without limitation, the date on which the
Expiration Date or Distribution Date shall occur, the definition of Acquiring
Person, the time during which the Rights may be redeemed or the terms of the
Preferred Shares), except that no supplement or amendment shall be made which
reduces the Redemption Price (other than pursuant to certain adjustments
therein).

Certain Effects of the Rights Plan

The Rights plan is designed to protect stockholders of the Company in the
event of unsolicited offers to acquire the Company and other coercive takeover
tactics which, in the opinion of the Board of Directors, could impair its
ability to represent stockholder interests. The provisions of the Rights Plan
may render an unsolicited takeover of the Company more difficult or less
likely to occur or might prevent such a takeover, even though such takeover
may offer the Company's stockholders the opportunity to sell their stock at a
price above the prevailing market rate and may be favored by a majority of the
stockholders of the Company.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Section 203 of the DGCL prohibits certain transactions between a Delaware
corporation and an "interested stockholder", which is defined as a person who,
together with any affiliates and/or associates of such person, beneficially
owns, directly or indirectly, 15% or more of the outstanding voting shares of
a Delaware corporation. This provision prohibits certain business combinations
(defined broadly to include mergers, consolidations, sales or other
dispositions of assets having an aggregate value of 10% or more of the
consolidated assets of the corporation, and certain transactions that would
increase the interested stockholder's proportionate share

130

ownership in the corporation) between an interested stockholder and a
corporation for a period of three years after the date the interested
stockholder acquired its stock, unless: (i) the business combination is
approved by the corporation's Board of Directors prior to the date the
interested stockholder acquired shares; (ii) the interested stockholder
acquired at least 85% of the voting stock of the corporation in the
transaction in which it became an interested stockholder; or (iii) the
business combination is approved by a majority of the Board of Directors and
by the affirmative vote of two-thirds of the outstanding voting stock owned by
disinterested stockholders at an annual or special meeting. A Delaware
corporation, pursuant to a provision in its certificate of incorporation or
by-laws, may elect not to be governed by Section 203 of the DGCL. The
Certificate of Incorporation does not exclude the Company from the
restrictions imposed by Section 203 of the DGCL and, as a result, the company
will be subject to its provisions upon consummation of the Offering.

Under certain circumstances, Section 203 of the DGCL makes it more difficult
for a person who could be an "interested stockholder" to effect various
business combinations with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the restrictions imposed
thereunder. The Certificate of Incorporation of the Company does not exclude
the Company from the restrictions imposed under Section 203 of the DGCL. It is
anticipated that the provisions of Section 203 of the DGCL may encourage
companies interested in acquiring the Company to negotiate in advance with the
Board of Directors, since the stockholder approval requirement would be
avoided if a majority of the directors then in office approves, prior to the
date on which a stockholder becomes an interested stockholder, either the
business combination or the transaction which results in the stockholder
becoming an interested stockholder.

LIMITATIONS OF DIRECTORS' LIABILITY

The Certificate of Incorporation provides that no director of the Company
will be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director except for liability: (1)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (2) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the DGCL, or (4) for any transaction from which the director derived an
improper personal benefit. The effect of these provisions will be to eliminate
the rights of the Company and its stockholders (through stockholders'
derivatives suits on behalf of the Company) to recover monetary damages
against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent behavior), except in the situations
described above. These provisions will not limit the liability of directors
under federal securities laws and will not affect the availability of
equitable remedies such as an injunction or rescission based upon a director's
breach of his duty of care.

TRANSFER AGENT

The Transfer Agent and Registrar for the Common Stock is ChaseMellon
Shareholder Services, L.L.C.

131

DESCRIPTION OF CERTAIN INDEBTEDNESS

SENIOR CREDIT FACILITY

Pursuant to the Amended and Restated Loan Agreement dated as of July 10,
1998, two wholly owned subsidiaries of CCIC, CCI and Crown Castle
International Corp. de Puerto Rico ("CCIC(PR)") (collectively, the
"Borrowers"), have entered into the Senior Credit Facility with a group of
banks and other financial institutions led by Key Corporate Capital Inc.
("KeyCorp") and PNC Bank, National Association, as arrangers and agents. The
following summary of certain provisions of the Senior Credit Facility does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, the provisions of the Senior Credit Facility.

The Senior Credit Facility provides for revolving credit loans in an
aggregate principal amount not to exceed $100.0 million, for working capital
needs, acquisitions and general corporate purposes. The Senior Credit Facility
includes a $5.0 million sublimit available for the issuance of letters of
credit. As of June 30, 1998, the Borrowers had unused borrowing availability
under the Senior Credit Facility of approximately $27.5 million.

The loan commitment under the Senior Credit Facility reduces by $5.0 million
commencing March 31, 2001 and by $5.0 million each calendar quarter thereafter
until December 31, 2004, when the Senior Credit Facility matures. In addition,
the Senior Credit Facility provides for mandatory reduction of the loan
commitment and mandatory prepayment with the (i) net proceeds of certain asset
sales, (ii) net proceeds of certain required capital contributions to CCI by
CCIC relating to the proceeds from the sale of equity, convertible or debt
securities, subject to certain exceptions, (iii) net proceeds of any unused
insurance proceeds and (iv) a percentage of the excess cash flow of the
Borrowers, commencing with the calendar year ending December 31, 2000.

The Borrowers' obligations under the Senior Credit Facility are guaranteed
by each direct and indirect majority owned subsidiary of CCI and are also
secured by (i) a pledge by the Borrowers of all of the outstanding capital
stock of each of their respective direct subsidiaries and (ii) a perfected
first priority security interest in substantially all of the personal property
of the Borrowers and their subsidiaries. In addition, the Senior Credit
Facility is guaranteed on a limited recourse basis by CCIC, limited in
recourse to the collateral pledged by CCIC (the capital stock of CCI). The
capital stock of CTSH will not be pledged to secure the Senior Credit
Facility.

The loans under the Senior Credit Facility will bear interest, at the
Borrowers' option, at either (A) a "base rate" equal to KeyCorp's prime
lending rate plus an applicable spread ranging from 0% to 1.5% (determined
based on a leverage ratio) or (B) a "LIBOR rate" plus an applicable spread
ranging from 1.0% to 3.25% (determined based on a leverage ratio). Following
the occurrence and during the continuance of an event of default under the
Senior Credit Facility, the loans will bear interest at the "base rate" plus
3.5%.

The Senior Credit Facility contains a number of covenants that, among other
things, restrict the ability of the Borrowers and their respective
subsidiaries to dispose of assets, incur additional indebtedness, incur
guaranty obligations, repay subordinated indebtedness except in accordance
with the subordination provisions, pay dividends or make capital
distributions, create liens on assets, enter into leases, make investments,
make acquisitions, engage in mergers or consolidations, make capital
expenditures, engage in certain transactions with subsidiaries and affiliates
and otherwise restrict corporate activities. In addition, the Senior Credit
Facility will require compliance with certain financial covenants, including
requiring the Borrowers and their respective subsidiaries to maintain a
maximum ratio of indebtedness to operating cash flow, a minimum ratio of
operating cash flow to fixed charges, a minimum ratio of operating cash flow
to projected debt service and a minimum ratio of operating cash flow to
interest expense. CCIC does not expect that such covenants will materially
impact the ability of the Borrowers and their respective subsidiaries to
operate their respective businesses.

Pursuant to the terms of the Senior Credit Facility, CCI is entitled to pay
dividends or make distributions to CCIC in order to permit CCIC to pay its
out-of-pocket costs for corporate development and overhead and to pay cash
interest on certain indebtedness of CCIC (including the Notes); provided that
the amount of such

132

dividends or distributions does not exceed (i) $6.0 million in any year ending
on or prior to October 31, 2002 or (ii) $33.0 million in any year thereafter.
The Senior Credit Facility also allows CCI to pay dividends or distribute cash
to CCIC to the extent required to pay taxes allocable to the Borrowers and
their respective subsidiaries. All of the above-mentioned dividends or
distributions, however, including dividends or distributions that are intended
to pay interest on the Notes, may not be made by CCI so long as any default or
event of default exists under the Senior Credit Facility.

The Senior Credit Facility contains customary events of default, including
the failure to pay principal when due or any interest or other amount that
becomes due within two days after the due date thereof, any representation or
warranty being made by the Borrowers that is incorrect in any material respect
on or as of the date made, a default in the performance of any negative
covenants or a default in the performance of certain other covenants or
agreements for a period of thirty days, default in certain other indebtedness,
certain insolvency events and certain change of control events. In addition, a
default under the Indenture will result in a default under the Senior Credit
Facility.

CTI CREDIT FACILITY

Pursuant to the Loan Amendment Agreement dated May 21, 1997 (the "CTI Credit
Facility"), among CTI, as borrower, CTSH, as guarantor, Credit Suisse First
Boston, as arranger and agent ("CSFB"), and J.P. Morgan Securities Ltd., as
co-arranger ("JPM"), CTI's (Pounds)162.5 million term and revolving loan
facilities (the "Old Facilities") were amended to a (Pounds)64.0 million
revolving loan facility. The following summary of certain provisions of the
CTI Credit Facility does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the provisions of the CTI Credit
Facility.

The CTI Credit Facility provides for revolving credit loans in an aggregate
principal amount not to exceed (Pounds)64.0 million to finance capital
expenditures in respect of digital terrestrial television with up to
(Pounds)46.5 million of such amount available for working capital needs and
for general corporate purposes. As of June 30, 1998, CTI had unused borrowing
availability under the CTI Credit Facility of approximately (Pounds)35.0
million ($58.4 million).

The loan commitment under the CTI Credit Facility will be automatically
reduced to zero in three equal semi-annual installments commencing on May 31,
2001 and ending on May 31, 2002, when the CTI Credit Facility matures. In
addition, the CTI Credit Facility provides for mandatory cancellation of all
or part of the loan commitment and mandatory prepayment (i) with an amount
equal to the net proceeds of certain asset sales and (ii) upon the
consummation of an initial public offering or the listing on any stock
exchange of the shares of CTI, CTSH or CCIC.

CTI's and CTSH's obligations under the CTI Credit Facility are secured by
fixed and floating charges over all of their respective assets. The loans
under the CTI Credit Facility will bear interest at a "LIBOR rate" plus 0.85%
and a spread related to the lenders' cost of making the CTI Credit Facility
available to CTI.

The CTI Credit Facility contains a number of covenants that, among other
things, restrict the ability of CTI to dispose of assets, incur additional
indebtedness, incur guaranty obligations, repay subordinated indebtedness
except in accordance with the subordination provisions, pay dividends or make
capital distributions, create liens on assets, make investments, make
acquisitions, engage in certain transactions with subsidiaries and affiliates
and otherwise restrict corporate activities. In addition, the CTI Credit
Facility will require compliance with certain financial covenants, including
requiring CTI to maintain a maximum ratio of indebtedness to EBITDA, a minimum
ratio of EBITDA to interest expense, and a minimum tangible net worth. CCIC
does not expect that such covenants will materially impact the ability of CTI
to operate its business.

The CTI Credit Facility contains customary events of default, including the
failure to pay principal or any interest or any other amount that becomes due
within three business days after the due date thereof, any representation or
warranty being made by CTI that is untrue or misleading on the date made, a
default in the

133

performance of any of its covenants under the CTI Credit Facility (unless, if
such default is capable of remedy, such default is cured within 14 days of CTI
becoming aware of such default), default in certain other indebtedness,
certain insolvency events and certain change of control events.

On July 17, 1998, the lenders (acting through Credit Suisse First Boston, as
agent) under the CTI Credit Facility waived a provision in the CTI Credit
Facility that would have required the repayment of the CTI Credit Facility
concurrently with the listing of the Company's Common Stock.

THE NOTES

On November 20, 1997, the Company privately placed $251.0 million principal
amount at maturity ($150,010,150 initial accreted value) of its 10 5/8% Senior
Discount Notes due 2007 (the "Notes"). The following is a summary of certain
terms of the Notes and is qualified in its entirety by reference to the
Indenture (the "Indenture") relating to the Notes. A copy of the Indenture has
been filed with the Registration Statement of which this Prospectus forms a
part.

The Notes are unsecured senior obligations of the Company, and will rank
pari passu in right of payment with all existing and future senior
indebtedness of the Company and will be senior to future subordinated
indebtedness of the Company. The Notes mature on November 15, 2007. The Notes
will accrete in value until November 15, 2002. Thereafter, cash interest will
accrue on the Notes at the rate of 10.625% per annum and will be payable semi-
annually, commencing on May 15, 2003.

Except as stated below, the notes are not redeemable prior to November 15,
2002. Thereafter, the Notes are redeemable at the option of the Company, in
whole or in part, at any time or from time to time, at a premium which is at a
fixed percentage that declines to par on or after November 15, 2005, in each
case together with accrued and unpaid interest, if any, to the date of
redemption. In the event the Company consummates a public equity offering or
certain strategic equity investments prior to November 15, 2000, the Company
may, at its option, use all or a portion of the proceeds from such offering to
redeem up to 35% of the original aggregate principal amount at maturity of the
Notes at a redemption price equal to 110.625% of the accreted value of the
Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to the
redemption date, provided at least 65% of the original aggregate principal
amount at maturity of the Notes remains outstanding after each such
redemption.

Upon the occurrence of a Change of Control (as defined in the Indenture),
each holder of Notes has the right to require the Company to purchase all or a
portion of such holder's Notes at a price equal to 101% of the aggregate
principal amount thereof, together with accrued and unpaid interest to the
date of purchase.

The Indenture contains certain covenants, including covenants that limit (i)
indebtedness, (ii) restricted payments, (iii) distributions from restricted
subsidiaries, (iv) transactions with affiliates, (v) sales of assets and
subsidiary stock (including sale and leaseback transactions), (vi) dividend
and other payment restrictions affecting restricted subsidiaries, and (vii)
mergers or consolidations.

THE CTI BONDS

On May 21, 1997, a subsidiary of CTSH issued (Pounds)125.0 million aggregate
principal amount of its 9% Guaranteed Bonds due 2007 (the "CTI Bonds"). The
CTI Bonds are listed on the Luxembourg Stock Exchange. The following is a
summary of certain terms of the Bonds and is qualified in its entirety by
reference to the trust deed dated May 21, 1997 (the "Trust Deed") relating to
the Bonds. A copy of the Trust Deed has been filed with the Registration
Statement of which this Prospectus forms a part.

The Bonds constitute direct, general and unconditional guaranteed
obligations of the subsidiary of CTSH and rank pari passu with all other
present and future unsecured and unsubordinated obligations of such
subsidiary. The CTI Bonds are guaranteed jointly and severally by CTI and
CTSH. The CTI Bonds will mature on March 30, 2007. Interest on the Bonds is
payable annually in arrears on March 30 in each year, the first payment having
been made on March 30, 1998.

134

The CTI Bonds may be redeemed at the option of the Company in whole or in
part, at any time or from time to time, at the greater of their principal and
such price as will provide a gross redemption yield 0.5% per annum above the
gross redemption yield of the benchmark gilt plus, in either case, accrued and
unpaid interest.

Upon the occurrence of a Put Event (as defined in the Trust Deed), each
holder of CTI Bonds has the right to require such subsidiary to purchase all
or a portion of such holder's CTI Bonds at a price equal to 101% of the
aggregate principal amount thereof, together with accrued and unpaid interest
to the date of purchase.

The Trust Deed contains certain covenants, including covenants that limit
(i) indebtedness, (ii) restricted payments, (iii) distributions from
restricted subsidiaries, (iv) transactions with affiliates, (v) sales of
assets and subsidiary stock, (vi) dividend and other payment restrictions
affecting restricted subsidiaries, and (vii) mergers or consolidations.

135

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have outstanding
97,728,545 shares of Common Stock (99,039,510 shares if the over-allotment
option is exercised in full). Of these shares, the 31,250,000 shares of Common
Stock (35,937,500 if the over-allotment option is exercised in full) sold in
the Offering will be freely tradeable without restriction or further
registration under the Securities Act, unless held by an "affiliate" of the
Company as that term is defined in Rule 144 promulgated under the Securities
Act ("Rule 144"), which shares will be subject to the resale limitation of
Rule 144. The remaining 66,478,545 shares of Common Stock (63,102,010 if the
over-allotment option is exercised in full) have not been registered under the
Securities Act and may not be sold unless they are registered or unless an
exemption from registration, such as the exemption provided by Rule 144 or
Rule 701 under the Securities Act ("Rule 701"), is available. As a result of
the contractual restrictions described below and the provisions of Rule 144
and Rule 701, 66,391,137 shares will be eligible for sale upon expiration of
the lock-up agreements 180 days after the date of this Prospectus and 87,408
shares will be eligible for sale upon expiration of their respective one-year
holding periods.

The Company has agreed, during the period beginning from the date of this
Prospectus and continuing to and including the date 180 days after the date of
this Prospectus, not to offer, sell, contract to sell or otherwise dispose of
any securities of the Company that are substantially similar to the Common
Stock, including but not limited to any securities that are convertible into
or exchangeable for, or that represent the right to receive, Common Stock or
any such substantially similar securities, without the prior written consent
of Lehman Brothers Inc. In addition, the Company's directors and executive
officers and, with certain limited exceptions, all other existing stockholders
of the Company who represent in the aggregate approximately 68.0% of the
outstanding Common Stock after the Offering, will be required, during the
period beginning from the date of this Prospectus and continuing to and
including the date 180 days after the date of this Prospectus, not to,
directly or indirectly, offer, pledge, sell, contract to sell or otherwise
dispose of any securities of the Company outstanding as of the date of this
Prospectus, including but not limited to any securities that are convertible
into or exchangeable for, or that represent the right to receive any Common
Stock or substantially similar securities, or enter into any swap or other
arrangement that transfers, in whole or in part, the economic consequences of
ownership of any securities of the Company, without the prior written consent
of Lehman Brothers Inc. In addition to certain typical exceptions to such
"lock-up" agreements, each employee of the Company or its subsidiaries
(excluding Mr. Crown, certain executive officers and the directors of the
Company) that is a party to such an agreement is permitted to sell during the
180-day period described above up to 12% of the shares of Common Stock
beneficially owned or held under option by such employee as of the date of
this Prospectus; provided that such sales must be made in compliance with the
registration requirements of the Securities Act or pursuant to an exemption
therefrom; provided further that if any such employee has granted an option to
the U.S. Underwriters to sell additional shares to cover over-allotments, then
such employee's eligibility for this additional exception is reduced by the
number of shares sold upon exercise of the over-allotment option. See
"Underwriting".

In general, under Rule 144 as currently in effect, a stockholder, including
an "affiliate", who has beneficially owned his or her restricted securities
(as that term is defined in Rule 144) for at least one year from the later of
the date such securities were acquired from the Company or (if applicable) the
date they were acquired from an affiliate, is entitled to sell, within any
three-month period, a number of such shares that does not exceed the greater
of 1% of the then outstanding shares of Common Stock (which will equal
approximately 1,000,000 shares immediately after the Offering) or the average
weekly trading volume in the Common Stock during the four calendar weeks
preceding the date on which notice of such sale was filed under Rule 144,
provided certain requirements concerning availability of public information,
manner of sale and notice of sale are satisfied. In addition, under Rule
144(k), if a period of at least two years has elapsed between the later of the
date restricted securities were acquired from the Company or (if applicable)
the date they were acquired from an affiliate of the Company, a stockholder
who is not an affiliate of the Company at the time of sale and has not been an
affiliate of the Company for at least three months prior to the sale is
entitled to sell the shares immediately without compliance with the foregoing
requirements under Rule 144.

136

Subject to certain limitations on the aggregate offering price of a
transaction and other conditions, Rule 701 may be relied upon with respect to
the resale of securities originally purchased from the Company by its
employees, directors, officers, consultants or advisors prior to the date the
issuer becomes subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to written
compensatory benefit plans or written contracts relating to the compensation
of such persons. In addition, the SEC has indicated that Rule 701 will apply
to typical stock options granted by an issuer before it becomes subject to the
reporting requirements of the Exchange Act, along with the shares acquired
upon exercise of such options (including exercises after the date of the
Offering). Securities issued in reliance on Rule 701 are restricted securities
and commencing 90 days after the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, subject to the
contractual restrictions described above, may be sold (i) by persons other
than affiliates, subject only to the manner of sale provisions of Rule 144,
and (ii) by affiliates, under Rule 144 without compliance with its one-year
minimum holding period requirements.

Following consummation of the Offering, the Company expects to file a
registration statement on Form S-8 covering approximately 22,275,000 shares of
Common Stock that are subject to outstanding options or reserved for issuance
under the Company's stock option plans.

Approximately 64,000,000 shares of Common Stock (81,500,000 including shares
issuable upon conversion or exercise of outstanding securities) will be
subject to demand and piggyback registration rights. In addition, the Company
estimates that upon the expiration of the 180-day lockup period described
above, approximately 46,500,000 shares may be sold under Rule 144, subject to
the volume restrictions contained therein.

Except as indicated above, the Company is unable to estimate the amount,
timing and nature of future sales of outstanding Common Stock. Prior to the
Offering, there has been no public market for the Common Stock, and no
prediction can be made as to the effect, if any, that market sales of shares
of Common Stock or the availability of shares for sale will have on the market
price of the Common Stock prevailing from time to time. Nevertheless, sales of
significant numbers of shares of Common Stock in the public market could
adversely affect the market price of the Common Stock and could impair the
Company's ability to raise capital through an offering of its equity
securities. See "Risk Factors--Shares Eligible for Future Sale" and
"Underwriting".

137

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following is a general summary of the material United States Federal
income and estate tax considerations to a Non-U.S. Holder (as defined below)
relevant to the ownership and disposition of shares of Common Stock. This
summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), final, temporary and proposed United States Treasury regulations
promulgated thereunder, Internal Revenue Service (the "IRS") rulings, official
pronouncements and judicial decisions, all as in effect on the date hereof and
all of which are subject to change, possibly with retroactive effect, or
different interpretations. This summary does not discuss all the tax
consequences that may be relevant to a particular Non-U.S. Holder in light of
the holder's particular circumstances and it is not intended to be applicable
in all respects to all categories of Non-U.S. Holders, some of whom may be
subject to special rules not discussed below. In addition, this summary does
not address any state, local or foreign tax considerations that may be
relevant to a Non-U.S. Holder's decision to purchase shares of Common Stock.

For purposes of this discussion, a "Non-U.S. Holder" is a person or entity
that, for U.S. Federal income tax purposes, is either a non-resident alien
individual, a foreign corporation, a foreign partnership or a foreign estate
or trust in each case not subject to U.S. Federal income tax on a net income
basis in respect of income or gain with respect to Common Stock. An individual
may be deemed to a resident alien (as opposed to a non-resident alien) by
virtue of being present in the United States on at least 31 days during the
calendar year and for an aggregate of 183 days during the calendar year and
the two preceding calendar years (counting, for such purposes all the days
present in the current year, one-third of the days present in the immediately
preceding year and one sixth of the days present in the second preceding
year). In addition to the "substantial presence test" described in the
immediately preceding sentence, an individual may be treated as a resident
alien if he or she (i) meets the lawful permanent residence test (a so-called
"green card" test) or (ii) elects to be treated as a U.S. resident and meets
the "substantial presence test" in the immediately following year. Generally,
resident aliens are subject to U.S. Federal income and estate tax in the same
manner as U.S. citizens and residents.

ALL NON-U.S. HOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE OWNERSHIP AND
DISPOSITION OF SHARES OF COMMON STOCK IN LIGHT OF THEIR OWN PARTICULAR
CIRCUMSTANCES.

DIVIDENDS ON COMMON STOCK

Generally, any dividends paid on Common Stock will be subject to United
States Federal withholding tax at a rate of 30% of the amount of the dividend,
or at a lower applicable treaty rate. However, if the dividend is effectively
connected with a United States trade or business of a Non-U.S. Holder (and is
attributable to a U.S. permanent establishment of such holder, if an
applicable income tax treaty so requires as a condition for the Non-U.S.
Holder to be subject to U.S. income tax on a net income basis in respect or
such dividends) it will be subject to United States Federal income tax on a
net basis at ordinary Federal income tax rates (in which case the branch
profits tax at 30% (or such lower rate as may be specified in an applicable
treaty) may also apply if such holder is a foreign corporation), and assuming
certain certification requirements are met, will not be subject to the 30%
withholding tax.

Under current Treasury regulations, a holder's status as a Non-U.S. Holder
and eligibility for a tax treaty reduced rate of withholding will be
determined by reference to the holder's address and to any outstanding
certificates or statements concerning eligibility for a reduced rate of
withholding, unless facts and circumstances indicate that reliance on such
address, certificates or statements is not warranted. However, subject to
certain transitional rules, recently issued Treasury regulations require a
Non-U.S. Holder to provide certifications under penalties of perjury in order
to obtain treaty benefits for payments made after December 31, 1999.

138

SALE OR EXCHANGE OF COMMON STOCK

Subject to the discussion of backup withholding below, any capital gain
realized upon a sale or exchange of Common Stock by a beneficial owner who is
a Non-U.S. Holder ordinarily will not be subject to United States Federal
income tax unless (i) such gain is effectively connected with a trade or
business conducted by such Non-U.S. Holder within the United States (in which
case the branch profits tax at 30% (or such lower rate as may be specified in
an applicable treaty) may also apply if the holder is a foreign corporation),
(ii) in the case of a Non-U.S. Holder that is an individual, such holder is
present in the United States for a period or periods aggregating 183 days or
more in the taxable year of the sale or exchange and either (a) has a "tax
home" for Federal income tax purposes in the United States or (b) has an
office or other fixed place of business in the United States to which the gain
is attributable or (iii) the Company is or has been a "United States real
property holding corporation" (a "USRPHC") for Federal income tax purposes
within the lesser of (a) the five-year period ending on the date of the sale
or exchange and (b) the Non-U.S. Holder's holding period, and, in each case,
no treaty exception is applicable. The Company does not believe that it is
currently a USRPHC. Moreover, even if the Company were to become a USRPHC, any
gain recognized by a Non-U.S. Holder still would not be subject to U.S. tax if
the shares were to be "regularly traded" (within the meaning of applicable
Treasury regulations) on an established securities market (such as, for
example, the Nasdaq Stock Market) and the Non-U.S. Holder did not own,
directly or constructively, more than 5% of the outstanding Common Stock.

FEDERAL ESTATE TAXES

Common Stock that is beneficially owned by an individual who is neither a
citizen nor a resident of the United States at the time of death will be
included in such individual's gross estate for United States Federal estate
tax purposes, unless an applicable estate tax treaty provides otherwise.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Generally, dividends on Common Stock paid to Non-U.S. Holders that are
subject to the 30% or a reduced treaty rate of United States Federal
withholding tax will be exempt from backup withholding tax. Otherwise, backup
withholding of United States Federal income tax at a rate of 31% may apply to
dividends paid with respect to Common Stock to holders that are not "exempt
recipients" and that fail to provide certain information (including the
holder's taxpayer identification number) in the manner required by United
States law and applicable regulations.

Payments of the proceeds from the sale by a Non-U.S. Holder of shares of
Common Stock made to or through a foreign office of a broker will not be
subject to information reporting or backup withholding except that if the
broker is a United States person, a controlled foreign corporation for United
States tax purposes or a foreign person 50% or more of whose gross income is
effectively connected with a United States trade or business for a specified
three-year period, information reporting may apply to such payments. Payments
of the proceeds from the sale of shares of Common Stock to or through the
United States office of a broker will be subject to information reporting and
backup withholding unless the holder certifies as to its non-United States
status or otherwise establishes an exemption from information reporting and
backup withholding. Subject to certain transitional rules, recently adopted
Treasury regulations change information reporting requirements for Non-U.S.
Holders for payments made after December 31, 1999. Accordingly, a Non-U.S.
Holder should consult its tax advisor regarding the effects on it, if any, of
these new regulations.

139

UNDERWRITING

Under the terms of, and subject to the conditions contained in, the U.S.
Underwriting Agreement (the "U.S. Underwriting Agreement"), the form of which
is filed as an Exhibit to the Registration Statement, the underwriters named
below (the "U.S. Underwriters"), for whom Lehman Brothers Inc., Credit Suisse
First Boston Corporation, Goldman, Sachs & Co. and Smith Barney Inc. are
acting as representatives (the "U.S. Representatives"), have severally agreed,
subject to the terms and conditions of the U.S. Underwriting Agreement, to
purchase from the Company and the Selling Stockholder, and the Company and the
Selling Stockholder have agreed to sell to each U.S. Underwriter, the
aggregate number of shares of Common Stock set forth opposite the name of each
such U.S. Underwriter below:

NUMBER OF
U.S. UNDERWRITERS SHARES
----------------- ----------

Lehman Brothers Inc...............................................
Credit Suisse First Boston Corporation............................
Goldman, Sachs & Co. .............................................
Smith Barney Inc..................................................
----------
Total......................................................... 25,000,000
==========

Under the terms of, and subject to the conditions contained in, the
International Underwriting Agreement (the "International Underwriting
Agreement"), the form of which is filed as an Exhibit to the Registration
Statement, the managers named below of the concurrent offering of the shares
of Common Stock outside the U.S. and Canada (the "International Managers") for
whom Lehman Brothers International (Europe), Credit Suisse First Boston
(Europe) Limited, Goldman Sachs International and Smith Barney Inc. are acting
as lead managers (the "Lead Managers" and, together with the U.S.
Representatives, the "Representatives"), have severally agreed, subject to the
terms and conditions of the International Underwriting Agreement, to purchase
from the Company, and the Company has agreed to sell to each International
Manager, the aggregate number of shares of Common Stock set forth opposite the
name of each International Manager below:

NUMBER OF
INTERNATIONAL MANAGERS SHARES
---------------------- ---------

Lehman Brothers International (Europe).............................
Credit Suisse First Boston (Europe) Limited........................
Goldman Sachs International........................................
Smith Barney Inc...................................................
---------
Total.......................................................... 6,250,000
=========

The U.S. Underwriting Agreement and the International Underwriting Agreement
(collectively, the "Underwriting Agreements" provide that the obligations of
the U.S. Underwriters and the International Managers to purchase shares of
Common Stock are subject to certain conditions, and that if any of the
foregoing shares of Common Stock are purchased by the U.S. Underwriters
pursuant to the U.S. Underwriting Agreement or by the International Managers
pursuant to the International Underwriting Agreement, then all the shares of
Common Stock agreed to be purchased by the U.S. Underwriters and the
International Managers, as the case may be, pursuant to their respective
Underwriting Agreement, must be so purchased. The offering price and
underwriting discounts and commissions per share for the U.S. Offering and the
International Offering are identical. The closing of the U.S. Offering is a
condition to the closing of the International Offering and the closing of the
International Offering is a condition to the closing of the U.S. Offering.

The Company, the Selling Stockholder and certain additional stockholders
identified below who may participate in the over-allotment option (as
described herein) have been advised by the Representatives that the

140

U.S. Underwriters and the International Managers propose to offer the shares
of Common Stock directly to the public at the public offering price set forth
on the cover page of this Prospectus, and to certain selected dealers (who may
include the U.S. Underwriters and the International Managers) at such public
offering price less a selling concession not in excess of $ per share.
The selected dealers may reallow a concession not in excess of $ per
share to certain brokers and dealers. After the Offering, the public offering
price, the concession to selected dealers and the reallowance may be changed
by the U.S. Underwriters and the International Managers.

The Company and the Selling Stockholder have agreed to indemnify, under
certain circumstances, the U.S. Underwriters and, in the case of the Company,
the International Managers against certain liabilities, including liabilities
under the Securities Act, and to contribute, under certain circumstances, to
payments that the U.S. Underwriters and, in the case of the Company, the
International Managers may be required to make in respect thereof.

The Company and the following Stockholders of the Company have granted to
the U.S. Underwriters options to purchase up to an aggregate of 4,687,500
additional shares of Common Stock, exercisable solely to cover over-
allotments, at the public offering price less the underwriting discounts and
commissions shown on the cover page of this Prospectus: (i) Messrs. Miller,
Ivy, Green, Gwyn, Rees and Reese, each of whom is an executive of the Company
or CTSH (the "Executives"), have granted to the U.S. Underwriters options to
purchase up to an aggregate of 1,034,850 shares of Common Stock; (ii) Messrs.
and Mmes. Bettenhausen, Broussard, Cordell, Cunningham, Dennehy, Easter,
Ellen, Schueppert, Taylor, Turner, Uminski, Wallander, Ward and Wing, each of
whom is a member of management of the Company, CCI or CTSH (the "Employees"),
have granted to the U.S. Underwriters options to purchase up to an aggregate
of 300,340 shares of Common Stock; and (iii) Centennial Fund IV, L.P.,
Centennial Entrepreneurs Fund V, L.P., Centennial Fund V, Fay, Richwhite
Communications Limited, Harvard Private Capital Holdings, Inc., Nassau Capital
Partners II, L.P., NAS Partners I, L.L.C., New York Life Insurance Company,
the Northwestern Mutual Life Insurance Company, PNC Venture Corp., Prime VIII,
L.P., and Messrs. Neuger, Pinkerton and Smith, each of which is an investor in
the Company (the "Investors") and Messrs. Hutcheson, Martin and McKenzie each
of whom is a director of the Company (the "Directors" and together with the
Investors, the "Sponsors"), have granted to the U.S. Underwriters options to
purchase up to an aggregate of 2,554,375 shares of Common Stock. Such options
may be exercised at any time until 30 days after the date of the U.S.
Underwriting Agreement. To the extent that the over-allotment option is
exercised, each U.S. Underwriter or International Manager, as the case may be,
will be committed, subject to certain conditions, to purchase a number of
additional shares of Common Stock proportionate to such U.S. Underwriter's or
International Manager's initial commitment as indicated in the preceding
tables.

The Executives, the Employees and the Sponsors have agreed to indemnify,
under certain circumstances, the U.S. Underwriters against certain
liabilities, including liabilities under the Securities Act, and to
contribute, under certain circumstances, to the payments that the U.S.
Underwriters may be required to make in respect thereof.

Prior to the Offering, there has been no public market for the shares of
Common Stock. The initial public offering price was negotiated between the
Company and the Representatives. Among the factors considered in determining
the initial public offering price of the shares of Common Stock, in addition
to prevailing market conditions, were the Company's historical performance and
capital structure, estimates of business potential and earning prospects of
the Company, an overall assessment of the Company, an assessment of the
Company's management and the consideration of the above factors in relation to
market valuation of companies in related businesses.

The U.S. Underwriters and the International Managers have entered into an
Agreement Between U.S. Underwriters and International Managers pursuant to
which each U.S. Underwriter has agreed that, as part of the distribution of
the shares of Common Stock offered in the U.S. Offering, (i) it is not
purchasing any such shares for the account of anyone other than a U.S. or
Canadian Person (as defined below), and (ii) it has not offered or

141

sold, will not offer, sell, resell or deliver, directly or indirectly, any
such shares or distribute any prospectus relating to the U.S. Offering to
anyone other than a U.S. or Canadian Person. In addition, pursuant to such
Agreement, each International Manager has agreed that, as part of the
distribution of the shares of Common Stock offered in the International
Offering, (i) it is not purchasing any such shares for the account of a U.S.
or Canadian Person, and (ii) it has not offered or sold, and will not offer,
sell, resell or deliver, directly or indirectly, any of such shares or
distribute any prospectus relating to the International Offering to any U.S.
or Canadian Person.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreements and the
Agreement Between U.S. Underwriters and International Managers, including (i)
certain purchases and sales between U.S. Underwriters and the International
Managers, (ii) certain offers, sales, resales, deliveries or distributions to
or through investment advisors or other persons exercising investment
discretion, (iii) purchases, offers or sales by a U.S. Underwriter who is also
acting as an International Manager or by an International Manager who is also
acting as a U.S. Underwriter and (iv) other transactions specifically approved
by the U.S. Representatives and the Lead Managers. As used herein, the term
"U.S. or Canadian Person" means any resident or citizen of the United States
or Canada, any corporation, partnership or other entity created or organized
in or under the laws of the United States or Canada or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States or Canadian federal income taxation regardless of the source,
the term "United States" means the United States of America (including the
District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction, and the term "Canada" means Canada, its
provinces, its territories, its possessions and other areas subject to its
jurisdiction.

Pursuant to the Agreement Between the U.S. Underwriters and the
International Managers, sales may be made between the U.S. Underwriters and
the International Managers of such a number of shares of Common Stock as may
be mutually agreed. The price of any shares so sold shall be the public
offering price as then in effect for the shares of Common Stock being sold by
the U.S. Underwriters and the International Managers less an amount equal to
the selling concession allocable to such shares of Common Stock, unless
otherwise determined by mutual agreement. To the extent that there are sales
between the U.S. Underwriters and the International Managers pursuant to the
Agreement Between the U.S. Underwriters and the International Managers the
number of shares of Common Stock available for sale by the U.S. Underwriters
or by the International Managers may be more or less than the amount specified
on the cover page of this Prospectus.

Until the distribution of the Common Stock is completed, rules of the
Commission may limit the ability of the U.S. Underwriters and certain selling
group members to bid for and purchase shares of Common Stock. As an exception
to these rules, the Representatives are permitted to engage in certain
transactions that stabilize the price of the Common Stock. Such transactions
may consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Common Stock.

If the U.S. Underwriters create a short position in the Common Stock in
connection with the Offering (i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus), the U.S.
Representatives may reduce that short position by purchasing Common Stock in
the open market. The U.S. Representatives also may elect to reduce any short
position by exercising all or part of the over-allotment option described
herein.

The U.S. Representatives may also impose a penalty bid on certain U.S.
Underwriters and selling group members. This means that, if the U.S.
Representatives purchase shares of Common Stock in the open market to reduce
the U.S. Underwriters' short position or to stabilize the price of the Common
Stock, they may reclaim the amount of the selling concession from the U.S.
Underwriters and selling group members who sold those shares as part of the
Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of such purchases.

142

The imposition of a penalty bid might have an effect on the price of a
security to the extent that it were to discourage resales of the security by
purchasers in the Offering.

Neither the Company nor any of the U.S. Underwriters makes any
representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the Common
Stock. In addition, neither the Company nor any of the U.S. Underwriters makes
any representation that the U.S. Representatives will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.

Each International Manager has represented and agreed that (i) it has not
offered or sold and, prior to the date six months after the date of issue of
the shares of Common Stock, will not offer or sell any shares of Common Stock
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the shares of Common Stock in, from or
otherwise involving the United Kingdom, and (iii) it has only issued or passed
on, and will only issue or pass on to any person in the United Kingdom any
document received by it in connection with the issue of the shares of Common
Stock if that person is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996.

The Common Stock has been approved for listing, subject to notice of
issuance, on The Nasdaq Stock Market's National Market under the symbol
"TWRS".

The Company, all executive officers and directors of the Company and,
subject to certain limited exceptions, all other existing stockholders of the
Company have agreed that they will not, subject to certain limited exceptions,
for a period of 180 days from the date of this Prospectus, directly or
indirectly, offer for sale, sell or otherwise dispose of any shares of Common
Stock or any securities convertible into or exchangeable or exercisable for
any such shares of Common Stock or enter into any derivative transaction with
similar effect as a sale of Common Stock, without the prior written consent of
Lehman Brothers Inc. The restrictions described in this paragraph do not apply
to (i) the sale of Common Stock to the Underwriters, (ii) the issuance by the
Company of shares of Common Stock upon the exercise of an option or a warrant
or the conversion of a security outstanding on the date of this Prospectus or
(iii) transfers, without consideration, of the Common Stock to family members
or to one or more trusts established for the benefit of one or more family
members. Furthermore, an additional exception was made for each employee of
the Company or its subsidiaries (excluding Mr. Crown, the Executives and the
directors of the Company) that is a party to a lock-up agreement to permit
each such employee to sell during the 180-day period described above up to 12%
of the shares of Common Stock beneficially owned by such employee as of the
date of this Prospectus; provided that such sales must be made in compliance
with the registration requirements of the Securities Act or pursuant to an
exemption therefrom; provided further that if any such employee is an Employee
participating in the over-allotment option described above, then such
Employee's eligibility for this additional exception is reduced by the number
of shares sold upon exercise of the over-allotment option.

Any offer of the shares of Common Stock in Canada will be made only pursuant
to an exemption from the prospectus filing requirement and an exemption from
the dealer registration requirement (where such an exemption is not available,
offers shall be made only by a registered dealer) in the relevant Canadian
jurisdiction where such offer is made.

Purchasers of the shares of Common Stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase, in addition to the offering price set forth on the
cover hereof.

The U.S. Underwriters and the International Managers have informed each of
the Company, the Selling Stockholders, the Executives, the Employees and the
Sponsors that they do not intend to sell to, and therefore

143

will not confirm the sales of shares of Common Stock to discretionary accounts
to exceed five percent of the total number of shares of Common Stock offered
by them.

Lehman Brothers Inc. has provided investment banking, financial advisor and
other services to the Company, for which services Lehman Brothers Inc. has
received fees. In addition, Credit Suisse First Boston Corporation and its
affiliates has provided investment banking services to the Company and CTI,
for which it has received fees, and Credit Suisse First Boston, an affiliate
of Credit Suisse First Boston Corporation, has acted as arranger and agent of
the CTI Credit Facility in connection with which it has received fees. Salomon
Smith Barney, an affiliate of Smith Barney Inc., has acted as advisor to TdF
in connection with the negotiation of the Roll-Up, for which Salomon Smith
Barney received fees, and William A. Murphy, a Director of Mergers &
Acquisitions at Salomon Smith Barney, is expected to be elected as a director
of the Company upon consummation of the Roll-Up.

VALIDITY OF COMMON STOCK

The validity of the Common Stock offered hereby will be passed upon for the
Company by Cravath, Swaine & Moore, New York, New York, and for the
Underwriters by Latham & Watkins, New York, New York.

EXPERTS

The consolidated financial statements and schedule of the Company at
December 31, 1996 and 1997, and for each of the three years in the period
ended December 31, 1997, the combined financial statements of Crown for each
of the two years in the period ended December 31, 1996 and the seven months
ended July 31, 1997, the financial statements of the Home Service Transmission
business of the BBC at March 31, 1996 and for the year ended March 31, 1996
and the period from April 1, 1996 to February 27, 1997 and the consolidated
financial statements of CTI at March 31, 1997 and December 31, 1997 and for
the period from February 28, 1997 to March 31, 1997 and the period from April
1, 1997 to December 31, 1997, and the financial statements of TEA Group
Incorporated at December 31, 1996 and for the year then ended, have been
included herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

The financial statements of TEA Group Incorporated at December 31, 1995 and
for the year then ended, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon appearing elsewhere herein and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

144

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby
(the "Registration Statement"). This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain parts of which have been omitted from this
Prospectus in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement, including the
exhibits and schedules filed therewith. Statements made in this Prospectus
concerning the contents of any document referred to herein are not necessarily
complete. With respect to each such document filed with the Commission as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such document filed
with the Commission as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety by such
reference.

The Registration Statement, including the exhibits and scheduled thereto,
such reports and other information can be inspected and copied at the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can also be obtained
at prescribed rates by writing to the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549
and its public reference facilities in New York, New York and Chicago,
Illinois. The Commission also maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants,
such as the Company, that file electronically with the Commission. The address
of such site is http://www.sec.gov.

145

INDEX TO FINANCIAL STATEMENTS

CROWN CASTLE INTERNATIONAL CORP.

Unaudited Financial Statements:

Consolidated Balance Sheet as of June 30, 1998 (unaudited)................ F-3
Consolidated Statement of Operations and Comprehensive Loss for the three
and six month periods ended
June 30, 1997 and 1998 (unaudited)....................................... F-4
Consolidated Statement of Cash Flows for the six month periods ended June
30, 1997 and 1998 (unaudited)............................................ F-5
Condensed Notes to Consolidated Financial Statements for the six month
period ended June 30, 1998 (unaudited)................................... F-6
Audited Financial Statements:
Report of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.............................................................. F-10
Consolidated Balance Sheet as of December 31, 1996 and 1997............... F-11
Consolidated Statement of Operations for each of the three years in the
period ended December 31, 1997........................................... F-12
Consolidated Statement of Cash Flows for each of the three years in the
period ended December 31, 1997........................................... F-13
Consolidated Statement of Stockholders' Equity (Deficit) for each of the
three years in the period ended December 31, 1997........................ F-14
Notes to Consolidated Financial Statements for each of the three years in
the period ended December 31, 1997....................................... F-15
CROWN COMMUNICATIONS
Report of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.............................................................. F-33
Combined Statement of Income for each of the two years in the period ended
December 31, 1996 and for the seven month period ended July 31, 1997..... F-34
Combined Statement of Cash Flows for each of the two years in the period
ended December 31, 1996 and for the seven month period ended July 31,
1997..................................................................... F-35
Notes to Combined Financial Statements for each of the two years in the
period ended December 31, 1996 and for the seven month period ended July
31, 1997................................................................. F-36
TEA GROUP INCORPORATED
Report of Ernst & Young LLP, Independent Auditors......................... F-39
Report of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.............................................................. F-40
Balance Sheet as of December 31, 1995 and 1996............................ F-41
Statement of Income for each of the two years in the period ended December
31, 1996, and for each of the three month periods ended March 31, 1996
and 1997 (unaudited)..................................................... F-42
Statement of Shareholders' Equity for each of the two years in the period
ended December 31, 1996.................................................. F-43
Statement of Cash Flows for each of the two years in the period ended
December 31, 1996, and for each of the three month periods ended March
31, 1996 and 1997 (unaudited)............................................ F-44
Notes to Financial Statements for each of the two years in the period
ended December 31, 1996.................................................. F-45
CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND THE BBC HOME SERVICE
TRANSMISSION BUSINESS
Report of KPMG, Chartered Accountants..................................... F-48
Profit and Loss Accounts of the BBC Home Service Transmission business for
the Year ended March 31, 1996 and the Period from April 1, 1996 to
February 27, 1997 and the Consolidated Profit and Loss Accounts of Castle
Transmission Services (Holdings) Ltd for the Period from February 28,
1997 to March 31, 1997 and for the Period from April 1, 1997 to December
31, 1997................................................................. F-49
Balance Sheet of the BBC Home Service Transmission business at March 31,
1996 and Consolidated Balance Sheets of Castle Transmission Services
(Holdings) Ltd at March 31, 1997 and at
December 31, 1997........................................................ F-50

F-1

Cash Flow Statements of the BBC Home Service Transmission business for the
Year ended March 31, 1996 and the Period from April 1, 1996 to February
27, 1997 and the Consolidated Cash Flow Statements of Castle Transmission
Services (Holdings) Ltd for the Period from February 28, 1997 to March
31, 1997 and for the Period from April 1, 1997 to December 31, 1997...... F-51
Reconciliation of Movements in Corporate Funding of the BBC Home Service
Transmission business for the Year ended March 31, 1996 and the Period
from April 1, 1996 to February 27, 1997 and Consolidated Reconciliation
of Movements in Shareholders' Funds of Castle Transmission Services
(Holdings) Ltd for the Period from February 28, 1997 to March 31, 1997
and for the Period from April 1, 1997 to December 31, 1997............... F-52
Notes to the Consolidated Financial Statements............................ F-53

F-2

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

DECEMBER 31, JUNE 30,
1997 1998
ASSETS ------------ -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents........................... $ 55,078 $ 51,258
Receivables:
Trade, net of allowance for doubtful accounts of
$177 and $212 at December 31, 1997 and June 30,
1998, respectively................................ 9,264 10,150
Other.............................................. 811 1,390
Inventories......................................... 1,322 1,233
Prepaid expenses and other current assets........... 681 1,350
-------- --------
Total current assets............................... 67,156 65,381
Property and equipment, net of accumulated
depreciation of $4,852 and $7,882 at December 31,
1997 and June 30, 1998, respectively................. 81,968 131,492
Investments in affiliates............................. 59,082 61,432
Goodwill and other intangible assets, net of
accumulated amortization of $3,997 and $8,574 at
December 31, 1997 and June 30, 1998, respectively.... 152,541 148,336
Deferred financing costs and other assets, net of
accumulated amortization of $743 and $1,134 at
December 31, 1997 and June 30, 1998, respectively ... 10,644 12,189
-------- --------
$371,391 $418,830
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable.................................... $ 7,760 $ 6,311
Accrued compensation and related benefits........... 1,792 847
Other accrued liabilities........................... 2,398 2,379
-------- --------
Total current liabilities.......................... 11,950 9,537
Long-term debt........................................ 156,293 216,869
Other liabilities..................................... 607 822
-------- --------
Total liabilities.................................. 168,850 227,228
-------- --------
Commitments and contingencies
Redeemable preferred stock, $.01 par value; 6,435,228
shares authorized:
Senior Convertible Preferred Stock; 657,495 shares
issued (stated at redemption value; aggregate
liquidation value of $68,916 and $74,866,
respectively)...................................... 67,948 72,080
Series A Convertible Preferred Stock; 1,383,333
shares issued (stated at redemption and aggregate
liquidation value)................................. 8,300 8,300
Series B Convertible Preferred Stock; 864,568 shares
issued (stated at redemption and aggregate
liquidation value)................................. 10,375 10,375
Series C Convertible Preferred Stock; 3,529,832
shares issued (stated at redemption and aggregate
liquidation value)................................. 74,126 74,126
-------- --------
Total redeemable preferred stock................... 160,749 164,881
-------- --------
Stockholders' equity:
Common stock, $.01 par value; 12,800,000 shares
authorized:
Class A Common Stock; 1,041,565 shares issued...... 2 2
Class B Common Stock; 9,367,165 shares issued...... 19 19
Additional paid-in capital.......................... 58,248 58,584
Cumulative foreign currency translation adjustment.. 562 2,319
Accumulated deficit................................. (17,039) (34,203)
-------- --------
Total stockholders' equity ........................ 41,792 26,721
-------- --------
$371,391 $418,830
======== ========

See condensed notes to consolidated financial statements.

F-3

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

THREE
MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------- -----------------
1997 1998 1997 1998
------- ------- ------- --------

Net revenues:
Site rental............................ $ 1,674 $ 5,387 $ 3,341 $ 10,448
Network services and other............. 3,097 6,143 3,424 12,919
------- ------- ------- --------
4,771 11,530 6,765 23,367
------- ------- ------- --------
Operating expenses:
Costs of operations (exclusive of
depreciation and amortization):
Site rental........................... 347 1,246 605 2,418
Network services and other............ 2,166 2,734 2,171 7,155
General and administrative............. 980 4,965 1,491 8,768
Corporate development.................. 1,677 691 3,782 2,022
Depreciation and amortization ......... 522 4,091 930 7,695
------- ------- ------- --------
5,692 13,727 8,979 28,058
------- ------- ------- --------
Operating loss........................... (921) (2,197) (2,214) (4,691)
Other income (expense):
Equity in earnings (losses) of uncon-
solidated affiliate................... (418) 624 (221) 525
Interest and other income.............. 207 664 1,508 1,370
Interest expense and amortization of
deferred financing costs.............. (570) (5,321) (1,196) (10,027)
------- ------- ------- --------
Loss before income taxes................. (1,702) (6,230) (2,123) (12,823)
Provision for income taxes............... (4) (196) (26) (209)
------- ------- ------- --------
Net loss................................. (1,706) (6,426) (2,149) (13,032)
Dividends on Senior Convertible Preferred
Stock................................... -- (2,077) -- (4,132)
------- ------- ------- --------
Net loss after deduction of dividends on
Senior Convertible Preferred Stock...... $(1,706) $(8,503) $(2,149) $(17,164)
======= ======= ======= ========
Net loss................................. $(1,706) $(8,503) $(2,149) $(17,164)
Other comprehensive income:
Foreign currency translation adjust-
ments................................. 693 1,086 1,078 1,757
------- ------- ------- --------
Comprehensive loss....................... $(1,013) $(7,417) $(1,071) $(15,407)
======= ======= ======= ========
Loss per common share--basic and dilut-
ed...................................... $ (0.51) $ (0.78) $ (0.64) $ (1.57)
======= ======= ======= ========
Common shares outstanding--basic and
diluted (in thousands).................. 3,362 10,954 3,381 10,954
======= ======= ======= ========

See condensed notes to consolidated financial statements.

F-4

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(IN THOUSANDS OF DOLLARS)

SIX MONTHS ENDED
JUNE 30,
-------------------
1997 1998
-------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................. $ (2,149) $ (13,032)
Adjustments to reconcile net loss to net cash provided by
(used for) operating activities:
Amortization of deferred financing costs and discount on
long-term debt ........................................ 67 8,538
Depreciation and amortization........................... 930 7,695
Equity in losses (earnings) of unconsolidated
affiliate.............................................. 221 (525)
Changes in assets and liabilities, excluding the effects
of acquisitions:
Increase (decrease) in other liabilities............... 212 411
Decrease in accounts payable........................... (2,109) (1,449)
Decrease (increase) in receivables..................... 4,134 (1,465)
Increase in inventories, prepaid expenses and other
assets................................................ (421) (2,145)
Decrease in accrued interest........................... (65) --
-------- ---------
Net cash provided by (used for) operating activities.. 396 (1,972)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures..................................... (918) (52,752)
Investments in affiliates................................ (59,482) --
Acquisition of business, net of cash acquired............ (6,094) --
-------- ---------
Net cash used for investing activities................ (66,494) (52,752)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreements......... 1,920 52,550
Incurrence of financing costs............................ (553) (1,646)
Proceeds from issuance of capital stock.................. 74,183 --
Principal payments on long-term debt..................... (2,441) --
Purchase of capital stock................................ (2,132) --
-------- ---------
Net cash provided by financing activities............. 70,977 50,904
-------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...... 4,879 (3,820)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.......... 7,343 55,078
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................ $ 12,222 $ 51,258
======== =========
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Conversion of stockholder's Convertible Secured
Subordinated Notes to Series A Convertible Preferred
Stock................................................... $ 3,657 $ --
Amounts recorded in connection with acquisition:
Fair value of net assets acquired, including goodwill.... 10,216 --
Issuance of long-term debt............................... 1,872 --
Issuance of Class B Common Stock......................... 2,250 --
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid............................................ $ 1,179 $ 1,464
Income taxes paid........................................ 9 249

See condensed notes to consolidated financial statements.

F-5

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The information contained in the following notes to the consolidated
financial statements is condensed from that which would appear in the annual
consolidated financial statements; accordingly, the consolidated financial
statements included herein should be reviewed in conjunction with the
consolidated financial statements for the fiscal year ended December 31, 1997,
and related notes thereto, of Crown Castle International Corp. included
elsewhere herein. All references to the "Company" include Crown Castle
International Corp. and its subsidiary companies unless otherwise indicated or
the context indicates otherwise.

The consolidated financial statements included herein are unaudited;
however, they include all adjustments (consisting only of normal recurring
adjustments) which, in the opinion of management, are necessary to present
fairly the consolidated financial position of the Company at June 30, 1998,
the consolidated results of operations for the three and six months ended June
30, 1997 and 1998 and consolidated cash flows for the six months ended June
30, 1997 and 1998. Accounting measurements at interim dates inherently involve
greater reliance on estimates than at year end. The results of operations for
the interim periods presented are not necessarily indicative of the results to
be expected for the entire year.

Recent Accounting Pronouncements

F-6

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. ACQUISITIONS

On May 12, 1997, the Company acquired all of the common stock of TEA Group
Incorporated and TeleStructures, Inc. (collectively, "TEA"). On August 15,
1997, the Company acquired (i) substantially all of the assets, net of
outstanding liabilities, of Crown Communications ("CCM") and (ii) all of the
outstanding common stock of Crown Network Systems, Inc. ("CNS") and Crown
Mobile Systems, Inc. ("CMS") (collectively, "Crown"). These business
acquisitions were accounted for using the purchase method. Results of
operations and cash flows of the acquired businesses are included in the
consolidated financial statements for the periods subsequent to the respective
dates of acquisition. On a pro forma basis as if the TEA and Crown
acquisitions and the investment in Castle Transmission Services (Holdings) Ltd
("CTI") had been consummated as of January 1, 1997, the Company had
consolidated net revenues and a consolidated net loss for the six months ended
June 30, 1997 of $30,362,000 and $4,487,000 (a loss of $0.41 per common
share), respectively. Such pro forma results reflect appropriate adjustments
for depreciation and amortization, interest expense, amortization of deferred
financing costs, income taxes and certain nonrecurring income and expenses
recorded by the Company in connection with the investment in CTI. The pro
forma information does not necessarily reflect the actual results that would
have been achieved, not is it necessarily indicative of future consolidated
results for the Company.

3. LONG-TERM DEBT

Long-term debt consists of the following:

DECEMBER 31, JUNE 30,
1997 1998
-------------- ------------
(IN THOUSANDS OF DOLLARS)

Senior Credit Facility......................... $ 4,700 $ 57,250
10 5/8% Senior Discount Notes due 2007, net of
discount...................................... 151,593 159,619
------------ ------------
$ 156,293 $ 216,869
============ ============

Reporting Requirements Under the Indenture Governing the 10 5/8% Senior
Discount Notes due 2007 (the "Indenture")

As of June 30, 1998, the Company does not have any Unrestricted Subsidiaries
(as defined in the Indenture). The following information (as such capitalized
terms are defined in the Indenture) is presented solely for the purpose of
measuring compliance with respect to the terms of the Indenture; such
information is not intended as an alternative measure of operating results or
cash flow from operations (as determined in accordance with

F-7

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

generally accepted accounting principles). Furthermore, the Company's measure
of the following information may not be comparable to similarly titled
measures of other companies.

(IN
THOUSANDS
OF DOLLARS)
-----------

Tower Cash Flow, for the three months ended June 30, 1998...... $ 3,792
========
Consolidated Cash Flow, for the twelve months ended June 30,
1998.......................................................... $ 9,240
Less: Tower Cash Flow, for the twelve months ended June 30,
1998.......................................................... (14,212)
Plus: four times Tower Cash Flow, for the three months ended
June 30, 1998................................................. 15,168
--------
Adjusted Consolidated Cash Flow, for the twelve months ended
June 30, 1998................................................. $ 10,196
========

4. PER SHARE INFORMATION

Per share information is based on the weighted-average number of common
shares outstanding during each period for the basic computation and, if
dilutive, the weighted-average number of potential common shares resulting
from the assumed conversion of outstanding stock options, warrants and
convertible preferred stock for the diluted computation.

A reconciliation of the numerators and denominators of the basic and diluted
per share computations is as follows:

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- -----------------
1997 1998 1997 1998
--------- --------- ------- --------
(IN THOUSANDS OF DOLLARS, EXCEPT PER
SHARE AMOUNTS)

Net loss.............................. $ (1,706) $ (6,426) $(2,149) $(13,032)
Dividends on Senior Convertible Pre-
ferred Stock......................... -- (2,077) -- (4,132)
--------- --------- ------- --------
Net loss applicable to common stock
for basic and diluted computations... $ (1,706) $ (8,503) $(2,149) $(17,164)
========= ========= ======= ========
Weighted-average number of common
shares outstanding during the period
for basic and diluted computations
(in thousands)....................... 3,362 10,954 3,381 10,954
========= ========= ======= ========
Loss per common share--basic and di-
luted................................ $ (0.51) $ (0.78) $ (0.64) $ (1.57)
========= ========= ======= ========

The calculations of common shares outstanding for the diluted computations
exclude the following potential common shares as of June 30, 1998: (i) options
to purchase 5,280,510 shares of common stock at exercise prices ranging from
$.40 to $7.50 per share; (ii) warrants to purchase 1,314,990 shares of common
stock at an exercise price of $7.50 per share; (iii) shares of Senior
Convertible Preferred Stock which are convertible into 9,600,430 shares of
common stock; and (iv) shares of Series A Convertible Preferred Stock, Series
B Convertible Preferred Stock and Series C Convertible Preferred Stock which
are convertible into 28,888,665 shares of common stock. The inclusion of such
potential common shares in the diluted per share computations would be
antidilutive since the Company incurred net losses for all periods presented.

5. CONTINGENCIES

F-8

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

presently determine the ultimate costs that may be incurred, management
believes the resolution of such uncertainties and the incurrence of such costs
should not have a material adverse effect on the Company's consolidated
financial position or results of operations.

6. SUBSEQUENT EVENTS

On April 24, 1998, the Company entered into a share exchange agreement with
certain shareholders of CTI pursuant to which certain of CTI's shareholders
have agreed to exchange their shares of CTI for shares of the Company. Upon
the consummation of the exchange, the Company's ownership of CTI will increase
from approximately 34.3% to approximately 80%. Consummation of the share
exchange is subject to a number of significant conditions, including certain
third party consents and the consummation of an initial public offering of
common stock by the Company.

In connection with the share exchange, the Company intends to offer shares
of its common stock in an underwritten initial public offering during the
summer of 1998. On June 19, 1998, a registration statement in respect of such
initial public offering was filed with the Securities and Exchange Commission
(as amended, the "Registration Statement") and any securities offered in such
initial public offering will only be offered by means of a prospectus forming
a part of such Registration Statement.

In anticipation of such initial public offering, the Company (i) amended and
restated the 1995 Stock Option Plan to, among other things, authorize the
issuance of up to 18,000,000 shares of common stock pursuant to awards made
thereunder and (ii) approved an amendment to its certificate of incorporation
to increase the number of authorized shares of common and preferred stock to
690,000,000 shares and 10,000,000 shares, respectively, and to effect a five-
for-one stock split for the shares of common stock then outstanding. The
effect of the stock split has been presented retroactively in the Company's
consolidated financial statements for all periods presented.

During the period from April 24, 1998 through July 15, 1998, the Company
granted options to employees and executives for the purchase of 3,236,980
shares of its common stock at an exercise price of $7.50 per share. Of such
options, options for 1,810,730 shares will vest upon consummation of the
initial public offering and the remaining options for 1,426,250 shares will
vest at 20% per year over five years, beginning one year from the date of
grant. In addition, the Company has assigned its right to repurchase shares of
its common stock from a stockholder (at a price of $6.26 per share) to two
individuals (including an expected director nominee) with respect to 100,000
of such shares. Since the granting of these options and the assignment of
these rights to repurchase shares occurred subsequent to the date of the share
exchange agreement with CTI's shareholders and at prices substantially below
the expected price to the public in the initial public offering, the Company
will record a non-cash compensation charge related to these options and shares
based upon the difference between the respective exercise and purchase prices
and the price to the public in the initial public offering. Such compensation
charge will total approximately $35.1 million, of which approximately $20.2
million will be recognized upon consummation of the initial public offering
(for such options and shares which vest upon consummation of the initial
public offering), and the remaining $14.9 million will be recognized over five
years (approximately $3.0 million per year) through the second quarter of
2003.

In July 1998, all of the holders of the Company's Senior Convertible
Preferred Stock converted such shares into an aggregate of 9,629,200 shares of
the Company's common stock.

F-9

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Crown Castle International Corp.:

We have audited the accompanying consolidated balance sheets of Crown Castle
International Corp. and subsidiaries as of December 31, 1996 and 1997, and the
related consolidated statements of operations, cash flows and stockholders'
equity (deficit) for each of the three years in the period ended December 31,
1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Crown
Castle International Corp. and subsidiaries as of December 31, 1996 and 1997,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
February 20, 1998 (July 24, 1998 as to Note 14)

F-10

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

DECEMBER 31,
-----------------
1996 1997
ASSETS ------- --------

Current assets:
Cash and cash equivalents................................ $ 7,343 $ 55,078
Receivables:
Trade, net of allowance for doubtful accounts of $32 and
$177 at December 31, 1996 and 1997, respectively....... 840 9,264
Other................................................... 1,081 811
Inventories.............................................. -- 1,322
Prepaid expenses and other current assets................ 149 681
------- --------
Total current assets................................... 9,413 67,156
Property and equipment, net................................ 26,753 81,968
Investments in affiliates.................................. 2,101 59,082
Goodwill and other intangible assets, net of accumulated
amortization of $47 and $3,997 at December 31, 1996 and
1997, respectively........................................ 820 152,541
Deferred financing costs and other assets, net of
accumulated amortization of $153 and $743 at December 31,
1996 and 1997, respectively .............................. 2,139 10,644
------- --------
$41,226 $371,391
======= ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable......................................... $ 1,048 $ 7,760
Accrued interest......................................... 49 --
Accrued compensation and related benefits................ -- 1,792
Other accrued liabilities................................ 508 2,398
Long-term debt, current maturities....................... 140 --
------- --------
Total current liabilities.............................. 1,745 11,950
Accrued interest........................................... 729 --
Long-term debt, less current maturities.................... 21,912 156,293
Site rental deposits and other liabilities................. 1,500 607
------- --------
Total liabilities...................................... 25,886 168,850
------- --------
Commitments and contingencies (Note 11)
Redeemable preferred stock, $.01 par value; 6,435,228
shares authorized:
Senior Convertible Preferred Stock; shares issued:
December 31, 1996--none and December 31, 1997--657,495
(stated at redemption value; aggregate liquidation value
of $0 and $68,916, respectively)........................ -- 67,948
Series A Convertible Preferred Stock; shares issued:
December 31, 1996--862,455 and December 31, 1997--
1,383,333 (stated at redemption and aggregate
liquidation value)...................................... 5,175 8,300
Series B Convertible Preferred Stock; 864,568 shares
issued (stated at redemption and aggregate liquidation
value).................................................. 10,375 10,375
Series C Convertible Preferred Stock; shares issued:
December 31, 1996--none and December 31, 1997--3,529,832
(stated at redemption and aggregate liquidation value).. -- 74,126
------- --------
Total redeemable preferred stock....................... 15,550 160,749
------- --------
Stockholders' equity (deficit):
Common stock, $.01 par value; 11,511,109 shares
authorized:
Class A Common Stock; shares issued: December 31, 1996--
1,350,000 and December 31, 1997--1,041,565 ............ 3 2
Class B Common Stock; shares issued: December 31, 1996--
1,488,330 and December 31, 1997 -- 9,367,165 .......... 3 19
Additional paid-in capital............................... 762 58,248
Cumulative foreign currency translation adjustment....... -- 562
Accumulated deficit...................................... (978) (17,039)
------- --------
Total stockholders' equity (deficit) .................. (210) 41,792
------- --------
$41,226 $371,391
======= ========

See notes to consolidated financial statements.

F-11

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

YEARS ENDED DECEMBER 31,
-----------------------------
1995 1996 1997
------- ------- --------

Net revenues:
Site rental.................................. $ 4,052 $ 5,615 $ 11,010
Network services and other................... 6 592 20,395
------- ------- --------
4,058 6,207 31,405
------- ------- --------
Operating expenses:
Costs of operations (exclusive of deprecia-
tion and amortization):
Site rental................................. 1,226 1,292 2,213
Network services and other.................. -- 8 13,137
General and administrative................... 729 1,678 6,824
Corporate development........................ 204 1,324 5,731
Depreciation and amortization................ 836 1,242 6,952
------- ------- --------
2,995 5,544 34,857
------- ------- --------
Operating income (loss)........................ 1,063 663 (3,452)
Other income (expense):
Equity in losses of unconsolidated affili-
ate......................................... -- -- (1,138)
Interest and other income.................... 53 193 1,951
Interest expense and amortization of deferred
financing costs............................. (1,137) (1,803) (9,254)
------- ------- --------
Loss before income taxes....................... (21) (947) (11,893)
Provision for income taxes..................... -- (10) (49)
------- ------- --------
Net loss....................................... (21) (957) (11,942)
Dividends on Senior Convertible Preferred
Stock......................................... -- -- (2,199)
------- ------- --------
Net loss after deduction of dividends on Senior
Convertible Preferred Stock................... $ (21) $ (957) $(14,141)
======= ======= ========
Loss per common share--basic and diluted....... $ (0.01) $(0.27) $ (2.27)
======= ======= ========
Common shares outstanding--basic and diluted
(in thousands)................................ 3,316 3,503 6,238
======= ======= ========

See notes to consolidated financial statements.

F-12

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS OF DOLLARS)

YEARS ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------- ------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.......................................... $ (21) $ (957) $(11,942)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Depreciation and amortization.................... 836 1,242 6,952
Amortization of deferred financing costs and
discount on long-term debt...................... 36 55 2,159
Equity in losses of unconsolidated affiliate..... -- -- 1,138
Changes in assets and liabilities, excluding the
effects of acquisitions:
Increase in accounts payable.................... 406 323 1,824
Decrease (increase) in receivables.............. (226) (1,695) 1,353
Increase in inventories, prepaid expenses and
other assets................................... (63) (23) (1,472)
Increase (decrease) in accrued interest......... 472 306 (396)
Increase (decrease) in other liabilities........ 232 219 (240)
------- ------- --------
Net cash provided by (used for) operating
activities.................................... 1,672 (530) (624)
------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates......................... -- (2,101) (59,487)
Acquisitions of businesses, net of cash acquired.. (16,512) (10,925) (33,962)
Capital expenditures.............................. (161) (890) (18,035)
------- ------- --------
Net cash used for investing activities......... (16,673) (13,916) (111,484)
------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt.......... 6,168 -- 150,010
Proceeds from issuance of capital stock........... 5,072 10,503 139,867
Principal payments on long-term debt.............. -- (130) (113,881)
Incurrence of financing costs..................... (343) (180) (7,798)
Net borrowings (payments) under revolving credit
agreements....................................... 4,700 11,000 (6,223)
Purchase of capital stock......................... -- -- (2,132)
------- ------- --------
Net cash provided by financing activities...... 15,597 21,193 159,843
------- ------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS.......... 596 6,747 47,735
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR..... -- 596 7,343
------- ------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR........... $ 596 $ 7,343 $ 55,078
======= ======= ========
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Conversion of stockholder's Convertible Secured
Subordinated Notes to Series A Convertible
Preferred Stock.................................. $ 743 $ -- $ 3,657
Amounts recorded in connection with acquisitions
(see Note 2):
Fair value of net assets acquired, including
goodwill and other intangible assets............ 17,801 10,958 197,235
Issuance of long-term debt....................... 762 -- 78,102
Assumption of long-term debt..................... 295 -- 27,982
Issuance of Class B Common Stock................. -- -- 57,189
Amounts due to seller............................ 232 33 --
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid..................................... $ 628 $ 1,442 $ 7,533
Income taxes paid................................. -- -- 26

See notes to consolidated financial statements.

F-13

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

CUMULATIVE
CLASS A CLASS B FOREIGN
COMMON STOCK COMMON STOCK ADDITIONAL CURRENCY
--------------------- --------------------- PAID-IN TRANSLATION ACCUMULATED
SHARES ($.01 PAR) SHARES ($.01 PAR) CAPITAL ADJUSTMENT DEFICIT TOTAL
--------- ---------- --------- ---------- ---------- ----------- ----------- -------

Balance, January 1,
1995................... -- $ -- -- $ -- $ -- $ -- $ -- $ --
Issuances of capital
stock................. 1,350,000 3 1,433,330 3 634 -- -- 640
Net loss............... -- -- -- -- -- -- (21) (21)
--------- ---- --------- ---- ------- ---- -------- -------
Balance, December 31,
1995................... 1,350,000 3 1,433,330 3 634 -- (21) 619
Issuances of capital
stock................. -- -- 55,000 -- 128 -- -- 128
Net loss............... -- -- -- -- -- -- (957) (957)
--------- ---- --------- ---- ------- ---- -------- -------
Balance, December 31,
1996................... 1,350,000 3 1,488,330 3 762 -- (978) (210)
Issuances of capital
stock................. -- -- 8,228,835 17 57,696 -- -- 57,713
Purchase of capital
stock................. (308,435) (1) (350,000) (1) (210) -- (1,920) (2,132)
Foreign currency
translation
adjustments........... -- -- -- -- -- 562 -- 562
Dividends on Senior
Convertible Preferred
Stock................. -- -- -- -- -- -- (2,199) (2,199)
Net loss............... -- -- -- -- -- -- (11,942) (11,942)
--------- ---- --------- ---- ------- ---- -------- -------
Balance, December 31,
1997................... 1,041,565 $ 2 9,367,165 $ 19 $58,248 $562 $(17,039) $41,792
========= ==== ========= ==== ======= ==== ======== =======

See notes to consolidated financial statements.

F-14

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Crown Castle
International Corp. and its wholly owned subsidiaries, collectively referred
to herein as the "Company." All significant intercompany balances and
transactions have been eliminated in consolidation. Certain reclassifications
have been made to the prior year's financial statements to be consistent with
the presentation in the current year.

The Company (a Delaware corporation) was organized on April 20, 1995. On
April 27, 1995, the stockholders of Castle Tower Corporation ("CTC")
contributed all of the outstanding shares of CTC's stock to the Company in
exchange for shares of the Company's stock. CTC (a Delaware corporation) was
organized on December 21, 1994 and began operations on January 1, 1995. The
Company and CTC have treated this exchange of securities as a reorganization
of entities under common control. As such, the transaction has been accounted
for as if it were a pooling of interests on January 1, 1995.

The Company owns, operates and manages wireless transmission towers and
rooftop sites, and also provides an array of related infrastructure and
network support services to the wireless communications and radio and
television broadcasting industries. The Company's primary business focus is
the leasing of antenna space on multiple tenant towers and rooftops to a
variety of wireless communications carriers under long-term lease contracts.
The Company's transmission towers and rooftop sites are located throughout the
United States and in Puerto Rico.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities as of the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents

Cash equivalents consist of highly liquid investments with original
maturities of three months or less.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation.
Depreciation is computed utilizing the straight-line method at rates based
upon the estimated useful lives of the various classes of assets. Additions,
renewals and improvements are capitalized, while maintenance and repairs are
expensed. Upon the sale or retirement of an asset, the related cost and
accumulated depreciation are removed from the accounts and any gain or loss is
recognized.

F-15

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

an asset may not be recoverable. SFAS 121 was effective for fiscal years
beginning after December 15, 1995. The adoption of SFAS 121 by the Company in
1996 did not have a material impact on its consolidated financial statements.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets represents the excess of the purchase
price for an acquired business over the allocated value of the related net
assets (see Note 2). Goodwill is amortized on a straight-line basis over a
twenty year life. Other intangible assets (principally the value of existing
site rental contracts at Crown Communications) are amortized on a straight-
line basis over a ten year life. The carrying value of goodwill and other
intangible assets will be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of the acquired assets may
not be recoverable. If the sum of the estimated future cash flows
(undiscounted) expected to result from the use and eventual disposition of an
asset is less than the carrying amount of the asset, an impairment loss is
recognized. Measurement of an impairment loss is based on the fair value of
the asset.

Deferred Financing Costs

Costs incurred to obtain financing are deferred and amortized over the
estimated term of the related borrowing. At December 31, 1997, other accrued
liabilities includes $1,160,000 of such costs related to the issuance of the
Company's 10 5/8% Senior Discount Notes.

Revenue Recognition

Site rental revenues are recognized on a monthly basis under lease or
management agreements with terms ranging from 12 months to 25 years.

Network services revenues from site development, construction and antennae
installation activities are recognized under a method which approximates the
completed contract method. This method is used because these services are
typically completed in three months or less and financial position and results
of operations do not vary significantly from those which would result from use
of the percentage-of-completion method. These services are considered complete
when the terms and conditions of the contract or agreement have been
substantially completed. Costs and revenues associated with installations not
complete at the end of a period are deferred and recognized when the
installation becomes operational. Any losses on contracts are recognized at
such time as they become known.

Network services revenues from site selection and acquisition activities are
recognized under service contracts with customers which provide for billings
on a time and materials, cost plus profit, or fixed price basis. Such
contracts typically have terms from six months to two years. Revenues are
recognized as services are performed with respect to the time and materials
contracts. Revenues are recognized using the percentage-of-completion method
for cost plus profit and fixed price contracts, measured by the percentage of
contract costs incurred to date compared to estimated total contract costs.
Provisions for estimated losses on uncompleted contracts are made in the
period in which such losses are determined.

Corporate Development Expenses

Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives.

Income Taxes

The Company accounts for income taxes using an asset and liability approach,
which requires the recognition of deferred income tax assets and liabilities
for the expected future tax consequences of events that

F-16

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

have been recognized in the Company's financial statements or tax returns.
Deferred income tax assets and liabilities are determined based on the
temporary differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates.

Per Share Information

A reconciliation of the numerators and denominators of the basic and diluted
per share computations is as follows:

YEARS ENDED DECEMBER 31,
---------------------------
1995 1996 1997
-------- -------- ---------
(IN THOUSANDS OF DOLLARS,
EXCEPT PER SHARE AMOUNTS)

Net loss.......................................... $ (21) $ (957) $ (11,942)
Dividends on Senior Convertible Preferred Stock... -- -- (2,199)
------- ------- ---------
Net loss applicable to common stock for basic and
diluted computations............................. $ (21) $ (957) $ (14,141)
======= ======= =========
Weighted-average number of common shares
outstanding during the period for basic and
diluted computations (in thousands).............. 3,316 3,503 6,238
======= ======= =========
Loss per common share--basic and diluted.......... $ (0.01) $ (0.27) $ (2.27)
======= ======= =========

The calculations of common shares outstanding for the diluted computations
exclude the following potential common shares as of December 31, 1997: (i)
options to purchase 3,694,375 shares of common stock at exercise prices
ranging from $.40 to $7.50 per share; (ii) warrants to purchase 1,314,990
shares of common stock at an exercise price of $7.50 per share; (iii) shares
of Senior Convertible Preferred Stock which are convertible into 9,050,060
shares of common stock; and (iv) shares of Series Preferred Stock (see Note 7)
which are convertible into 28,888,665 shares of common stock. The inclusion of
such potential common shares in the diluted per share computations would be
antidilutive since the Company incurred net losses for each of the three years
in the period ended December 31, 1997.

Financial Instruments

The carrying amount of cash and cash equivalents approximates fair value for
these instruments. The estimated fair value of the 10 5/8% Senior Discount
Notes is based on quoted market prices, and the estimated fair value of the
Convertible Secured Subordinated Notes is based on the most recent price at
which shares of the Company's stock were sold (see Note 5). The estimated fair
value of the other long-term debt is determined based on the current rates
offered for similar borrowings. The estimated fair value of the interest rate
swap agreement is based on the amount that the Company would receive or pay to
terminate the agreement at the balance sheet date. The estimated fair values
of the Company's financial instruments, along with the carrying amounts of the
related assets (liabilities), are as follows:

DECEMBER 31, 1996 DECEMBER 31, 1997
------------------ --------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- --------- ---------
(IN THOUSANDS OF DOLLARS)

Cash and cash equivalents.......... $ 7,343 $ 7,343 $ 55,078 $ 55,078
Long-term debt..................... (22,052) (25,736) (156,293) (161,575)
Interest rate swap agreement....... -- -- -- (97)

F-17

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company's interest rate swap agreement is used to manage interest rate
risk. The net settlement amount resulting from this agreement is recognized as
an adjustment to interest expense. The Company does not hold or issue
derivative financial instruments for trading purposes.

Stock Options

In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). SFAS 123
establishes alternative methods of accounting and disclosure for employee
stock-based compensation arrangements. The Company has elected to continue the
use of the "intrinsic value based method" of accounting for its employee stock
option plan (see Note 8). This method does not result in the recognition of
compensation expense when employee stock options are granted if the exercise
price of the options equals or exceeds the fair market value of the stock at
the date of grant. See Note 8 for the disclosures required by SFAS 123.

Recent Accounting Pronouncements

In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, Earnings per Share ("SFAS 128"). SFAS 128 establishes new
standards for computing and presenting earnings per share ("EPS") amounts for
companies with publicly held common stock or potential common stock. The new
standards require the presentation of both basic and diluted EPS amounts for
companies with complex capital structures. Basic EPS is computed by dividing
income available to common stockholders by the weighted-average number of
common shares outstanding for the period, and excludes the effect of
potentially dilutive securities (such as options, warrants and convertible
securities) which are convertible into common stock. Dilutive EPS reflects the
potential dilution from such convertible securities. SFAS 128 is effective for
periods ending after December 15, 1997. The Company has adopted the
requirements of SFAS 128 in its financial statements for the year ended
December 31, 1997.

In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 129, Disclosure of Information about Capital Structure ("SFAS
129"). SFAS 129 establishes standards for disclosing information about a
company's outstanding debt and equity securities and eliminates exemptions
from such reporting requirements for nonpublic companies. SFAS 129 is
effective for periods ending after December 15, 1997. The Company has adopted
the requirements of SFAS 129 in its financial statements for the year ended
December 31, 1996.

F-18

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

SFAS 131 also requires that certain information about operating segments be
reported in interim financial statements. SFAS 131 is effective for periods
beginning after December 15, 1997. The Company will adopt the requirements of
SFAS 131 in its financial statements for the year ending December 31, 1998.

2. ACQUISITIONS

During the three years in the period ended December 31, 1997, the Company
consummated a number of business acquisitions which were accounted for using
the purchase method. Results of operations and cash flows of the acquired
businesses are included in the consolidated financial statements for the
periods subsequent to the respective dates of acquisition.

Pittencrieff Communications, Inc. ("PCI")

From January 9, 1995 through November 1, 1995, the Company acquired 127
telecommunications towers and related assets, net of certain outstanding
liabilities, from PCI. The total purchase price of $16,179,000 consisted of
$15,122,000 in cash, a note payable to PCI for $762,000 and the assumption of
a note payable to a third party for $295,000.

The Company entered into a license agreement with PCI under which PCI leases
space on certain of the towers for its telecommunications equipment. This
license agreement was assumed by Nextel Communications, Inc. ("Nextel") upon
its acquisition of PCI in 1997. The license agreement commenced on January 1,
1995 and expires on December 31, 2008, at which time Nextel has the option to
renew the license agreement for an additional three year term.

The Company also entered into a management agreement with PCI under which
PCI managed the towers for the Company. The term of this management agreement
was for one year commencing on January 1, 1995. The Company paid a management
fee to PCI equal to 15% of the revenues generated by the towers. Such
management fees amounted to $553,000 for the year ended December 31, 1995. The
Company began managing the towers on January 1, 1996.

Spectrum Engineering Company ("Spectrum")

On October 30, 1995, the Company acquired substantially all of the property
and equipment of Spectrum for $1,185,000 in cash. Spectrum provides management
services for building rooftop antenna sites. The Company recognized goodwill
of $870,000 in connection with this acquisition.

Motorola, Inc. ("Motorola")

On June 28, 1996, the Company acquired fifteen telecommunications towers and
related assets, and assets related to specialized mobile radio and microwave
services, from Motorola in Puerto Rico. The purchase price consisted of
$9,919,000 in cash. Motorola provided certain management services related to
these assets for a period of ninety days after the closing date. Management
fees for such services amounted to $57,000 for the year ended December 31,
1996.

Other Acquisitions

During 1995 and 1996, the Company acquired a number of other
telecommunications towers and related equipment from various sellers. The
aggregate total purchase price for these acquisitions of $1,476,000 consisted
of $1,211,000 in cash and a $265,000 payable to a seller.

TEA Group Incorporated and TeleStructures, Inc. (collectively, "TEA")

On May 12, 1997, the Company acquired all of the common stock of TEA. TEA
provides telecommunications site selection, acquisition, design and
development services. The purchase price of

F-19

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

$14,215,000 consisted of $8,120,000 in cash (of which $2,001,000 was paid in
1996 as an option payment), promissory notes payable to the former
stockholders of TEA totaling $1,872,000, the assumption of $1,973,000 in
outstanding debt and 535,710 shares of the Company's Class B Common Stock
valued at $2,250,000 (the estimated fair value of such common stock on that
date). The Company recognized goodwill of $9,568,000 in connection with this
acquisition. The Company repaid the promissory notes with a portion of the
proceeds from the issuance of its 10 5/8% Senior Discount Notes (see Note 5).

Crown Communications ("CCM"), Crown Network Systems, Inc. ("CNS") and Crown
Mobile Systems, Inc. ("CMS") (collectively, "Crown")

On July 11, 1997, the Company entered into an asset purchase and merger
agreement with the owners of Crown. On August 15, 1997, such agreement was
amended and restated, and the Company acquired (i) substantially all of the
assets, net of outstanding liabilities, of CCM and (ii) all of the outstanding
common stock of CNS and CMS. Crown provides network services, which includes
site selection and acquisition, antenna installation, site development and
construction, network design and site maintenance, and owns and operates
telecommunications towers and related assets. The purchase price of
$185,021,000 consisted of $27,843,000 in cash, a short-term promissory note
payable to the former owners of Crown for $76,230,000, the assumption of
$26,009,000 in outstanding debt and 7,325,000 shares of the Company's Class B
Common Stock valued at $54,939,000 (the estimated fair value of such common
stock on that date). The Company recognized goodwill and other intangible
assets of $146,103,000 in connection with this acquisition. The Company
financed the cash portion of the purchase price with proceeds from the
issuance of redeemable preferred stock (see Note 7), and repaid the promissory
note with proceeds from the issuance of additional redeemable preferred stock
and borrowings under the Senior Credit Facility (see Note 5).

In 1997, the Company organized Crown Communication Inc. ("CCI," a Delaware
corporation) as a wholly owned subsidiary to own the net assets acquired from
CCM and the common stock of CNS and CMS. In January 1998, the Company merged
CTC with and into CCI, establishing CCI as the principal operating subsidiary
of the Company.

Pro Forma Results of Operations (Unaudited)

The following unaudited pro forma summary presents consolidated results of
operations for the Company as if (i) the Motorola and other acquisitions had
been consummated on January 1, 1996 and (ii) the TEA and Crown acquisitions
and the investment in Castle Transmission Services (Holdings) Ltd ("CTI") had
been consummated as of January 1 for both 1996 and 1997. Appropriate
adjustments have been reflected for depreciation and amortization, interest
expense, amortization of deferred financing costs, income taxes and certain
nonrecurring income and expenses recorded by the Company in connection with
the investment in CTI (see Note 4). The pro forma information does not
necessarily reflect the actual results that would have been achieved, nor is
it necessarily indicative of future consolidated results for the Company.

YEARS ENDED
DECEMBER 31,
--------------------------
1996 1997
------------ ------------
(IN THOUSANDS OF DOLLARS,
EXCEPT PER SHARE AMOUNTS)

Net revenues........................................ $ 45,480 $ 56,851
Net loss............................................ (14,475) (16,082)
Loss per common share--basic and diluted............ (4.13) (1.47)

Agreement with Nextel

On July 11, 1997, the Company entered into an agreement with Nextel (the
"Nextel Agreement") whereby the Company has the option to purchase up to 50 of
Nextel's existing towers which are located in Texas, Florida

F-20

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

and the metropolitan areas of Denver, Colorado and Philadelphia, Pennsylvania.
As of February 20, 1998, the Company had purchased 36 of such towers for an
aggregate price of $8,383,000 in cash. In addition, the Nextel Agreement
provides the Company with the option to construct or purchase up to 250 new
towers for Nextel in various geographic corridors.

3. PROPERTY AND EQUIPMENT

The major classes of property and equipment are as follows:

DECEMBER 31,
ESTIMATED --------------------------
USEFUL LIVES 1996 1997
------------ ------------ ------------
(IN THOUSANDS OF DOLLARS)

Land.............................. $ 125 $ 1,053
Telecommunications towers ........ 5-20 years 24,295 72,834
Transportation and other equip-
ment............................. 5-10 years -- 4,379
Telecommunications equipment...... 20 years 3,690 4,013
Office furniture and equipment.... 5-7 years 612 4,541
------------ ------------
28,722 86,820
Less: accumulated depreciation.... (1,969) (4,852)
------------ ------------
$ 26,753 $ 81,968
============ ============

Depreciation expense for the years ended December 31, 1996 and 1997 was
$1,151,000 and $2,886,000, respectively. Accumulated depreciation on
telecommunications towers and related equipment was $1,820,000 and $3,850,000
at December 31, 1996 and 1997, respectively. At December 31, 1997, minimum
rentals receivable under existing operating leases for towers are as follows:
years ending December 31, 1998--$15,307,000; 1999--$13,614,000; 2000--
$12,270,000; 2001--$10,108,000; 2002--$3,442,000; thereafter--$3,195,000.

4. INVESTMENTS IN AFFILIATES

Investment in Castle Transmission Services (Holdings) Ltd ("CTI")

On February 28, 1997, the Company used a portion of the net proceeds from
the sale of the Series C Convertible Preferred Stock (see Note 7) to purchase
an ownership interest of approximately 34.3% in CTI (a company incorporated
under the laws of England and Wales). The Company led a consortium of
investors which provided the equity financing for CTI. The funds invested by
the consortium were used by CTI to purchase, through a wholly owned
subsidiary, the domestic broadcast transmission division of the British
Broadcasting Corporation (the "BBC"). The cost of the Company's investment in
CTI amounted to approximately $57,542,000. The Company accounts for its
investment in CTI utilizing the equity method of accounting.

In March 1997, as compensation for leading the investment consortium, the
Company received a fee from CTI amounting to approximately $1,165,000. This
fee was recorded as other income by the Company when received. In addition,
the Company received approximately $1,679,000 from CTI as reimbursement for
costs incurred prior to the closing of the purchase from the BBC. At December
31, 1996, approximately $953,000 of such reimbursable costs are included in
other receivables on the Company's consolidated balance sheet.

The Company receives a monthly service fee from CTI of approximately $33,000
as compensation for certain management services. This fee is included in
network services and other revenues on the Company's consolidated statement of
operations.

F-21

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

CTI uses the British pound as the functional currency for its operations.
The Company translates its equity in the earnings and losses of CTI using the
average exchange rate for the period, and translates its investment in CTI
using the exchange rate at the end of the period. The cumulative effect of
changes in the exchange rate is recorded as a translation adjustment in
stockholders' equity.

In June 1997, as compensation for the successful completion of the
investment in CTI and certain other acquisitions and investments, the Company
paid bonuses to two of its executive officers totaling $913,000. These bonuses
are included in corporate development expenses on the Company's consolidated
statement of operations.

Summarized financial information for CTI is as follows:

DECEMBER 31,
1997
-------------------------
(IN THOUSANDS OF DOLLARS)

Current assets................................... $ 37,510
Property and equipment, net...................... 341,737
Goodwill, net.................................... 76,029
--------
$455,276
========
Current liabilities.............................. $ 48,103
Long-term debt................................... 237,299
Other liabilities................................ 3,453
Redeemable preferred stock....................... 174,944
Stockholders' equity (deficit)................... (8,523)
--------
$455,276
========

TEN MONTHS ENDED
DECEMBER 31,
1997
-------------------------
(IN THOUSANDS OF DOLLARS)

Net revenues..................................... $103,531
Operating expenses............................... 86,999
--------
Operating income................................. 16,532
Interest income.................................. 553
Interest expense and amortization of deferred fi-
nancing costs................................... (20,404)
Provision for income taxes....................... --
--------
Net loss......................................... $ (3,319)
========

Investment in Visual Intelligence Systems, Inc. ("VISI")

On June 23, 1997, the Company made an investment in VISI of $2,000,000 (of
which $100,000 was paid in 1996). VISI intends to provide computerized
geographic information for a variety of business applications, including the
acquisition and design of telecommunications sites. The Company's investment
was made in the form of 15,000 shares of VISI's common stock at a price of
$2.00 per share, along with a Convertible Subordinated Note for $1,970,000
(the "VISI Note"). The VISI Note is convertible (at the option of the Company)
into shares of VISI's common stock at a conversion price of $2.00 per share,
bears interest at 7.11% per year and is due on May 31, 2007. The 15,000 shares
of common stock purchased by the Company represent an ownership interest of
approximately 1.14% in VISI. The Company accounts for its investment in VISI's
common stock utilizing the cost method of accounting.

F-22

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. LONG-TERM DEBT

Long-term debt consists of the following:

DECEMBER 31,
-----------------
1996 1997
------- --------
(IN THOUSANDS OF
DOLLARS)

Senior Credit Facility................................... $ -- $ 4,700
Bank Credit Agreement:
Revolving Credit Facility.............................. 15,700 --
Term Note.............................................. 2,300 --
10 5/8% Senior Discount Notes due 2007, net of discount.. -- 151,593
Promissory Note payable to PCI........................... 632 --
Convertible Secured Subordinated Notes payable to stock-
holder.................................................. 3,125 --
Other.................................................... 295 --
------- --------
22,052 156,293
Less: current maturities................................. (140) --
------- --------
$21,912 $156,293
======= ========

Bank Credit Agreement and Senior Credit Facility

On April 26, 1995, CTC entered into a credit agreement with a bank (as
amended, the "Bank Credit Agreement"). The Bank Credit Agreement consisted of
secured revolving lines of credit (the "Revolving Credit Facility") and a
$2,300,000 term note (the "Term Note"). On January 17, 1997, the Bank Credit
Agreement was amended to: (i) increase the available borrowings under the
Revolving Credit Facility to $50,000,000; (ii) repay the Term Note, along with
accrued interest thereon, with borrowings under the Revolving Credit Facility;
and (iii) extend the termination date for the Bank Credit Agreement to
December 31, 2003. Available borrowings under the Revolving Credit Facility
were generally to be used to construct new towers and to finance a portion of
the purchase price for towers and related assets. The amount of available
borrowings was determined based on the current financial performance (as
defined) of: (i) the assets to be acquired; and (ii) assets acquired in
previous acquisitions. In addition, up to $5,000,000 of borrowing availability
under the Revolving Credit Facility could be used for letters of credit.

In October 1997, the Bank Credit Agreement was amended to (i) increase the
available borrowings to $100,000,000; (ii) include the lending bank under
Crown's bank credit agreement as a participating lender; and (iii) extend the
maturity date to December 31, 2004 (as amended, the "Senior Credit Facility").
On October 31, 1997, additional borrowings under the Senior Credit Facility,
along with the proceeds from the October issuance of Senior Preferred Stock
(see Note 7), were used to repay (i) the promissory note payable to the former
stockholders of Crown and (ii) the outstanding borrowings under Crown's bank
credit agreement (see Note 2). The Company repaid all of the outstanding
borrowings under the Senior Credit Facility with a portion of the proceeds
from the issuance of its 10 5/8% Senior Discount Notes (as discussed below).
As of December 31, 1997, approximately $93,600,000 of borrowings was available
under the Senior Credit Facility, of which $5,000,000 was available for
letters of credit. There were no letters of credit outstanding as of December
31, 1997. Upon the merger of CTC into CCI in January 1998, CCI became the
primary borrower under the Senior Credit Facility.

The amount of available borrowings under the Senior Credit Facility will
decrease by $5,000,000 at the end of each calendar quarter beginning on March
31, 2001 until December 31, 2004, at which time any remaining borrowings must
be repaid. Under certain circumstances, CCI may be required to make principal
prepayments

F-23

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

under the Senior Credit Facility in an amount equal to 50% of excess cash flow
(as defined), the net cash proceeds from certain asset sales or the net cash
proceeds from certain sales of equity or debt securities by the Company.

The Senior Credit Facility is secured by substantially all of the assets of
the Company's subsidiaries and the Company's pledge of the capital stock of
its subsidiaries. In addition, the Senior Credit Facility is guaranteed by the
Company. As of December 31, 1997, borrowings under the Senior Credit Facility
bear interest at a rate per annum, at the Company's election, equal to the
bank's prime rate plus 1.5% or a Eurodollar interbank offered rate (LIBOR)
plus 3.25% (10.0% and 8.98%, respectively, at December 31, 1997). The interest
rate margins may be reduced by up to 2.25% (non-cumulatively) based on a
financial test, determined quarterly. As of December 31, 1997, the financial
test permitted a reduction of 1.5% in the interest rate margin for prime rate
borrowings and 2.25% in the interest rate margin for LIBOR borrowings.
Interest on prime rate loans is due quarterly, while interest on LIBOR loans
is due at the end of the period (from one to three months) for which such
LIBOR rate is in effect. The Senior Credit Facility requires CCI to maintain
certain financial covenants and places restrictions on CCI's ability to, among
other things, incur debt and liens, pay dividends, make capital expenditures,
dispose of assets, undertake transactions with affiliates and make
investments.

10 5/8% Senior Discount Notes due 2007 (the "Notes")

On November 25, 1997, the Company issued $251,000,000 aggregate principal
amount of the Notes for cash proceeds of $150,010,000 (net of original issue
discount). The Company used a portion of the net proceeds from the sale of the
Notes to (i) repay all of the outstanding borrowings, including accrued
interest thereon, under the Senior Credit Facility; (ii) repay the promissory
notes payable, including accrued interest thereon, to the former stockholders
of TEA (see Note 2); (iii) repay the Promissory Note payable, including
accrued interest thereon, to PCI; and (iv) repay outstanding installment debt
assumed in connection with the Crown acquisition (see Note 2).

The Notes will not pay any interest until May 15, 2003, at which time semi-
annual interest payments will commence and become due on each May 15 and
November 15 thereafter. The maturity date of the Notes is November 15, 2007.
The Notes are net of unamortized discount of $99,407,000 at December 31, 1997.

The Notes are redeemable at the option of the Company, in whole or in part,
on or after November 15, 2002 at a price of 105.313% of the principal amount
plus accrued interest. The redemption price is reduced annually until November
15, 2005, after which time the Notes are redeemable at par. Prior to November
15, 2000, the Company may redeem up to 35% of the aggregate principal amount
of the Notes, at a price of 110.625% of the accreted value thereof, with the
net cash proceeds from a public offering of the Company's common stock.

The Notes are senior indebtedness of the Company; however, they are
unsecured and effectively subordinate to the liabilities of the Company's
subsidiaries, which include outstanding borrowings under the Senior Credit
Facility. The indenture governing the Notes (the "Indenture") places
restrictions on the Company's ability to, among other things, pay dividends
and make capital distributions, make investments, incur additional debt and
liens, issue additional preferred stock, dispose of assets and undertake
transactions with affiliates. As of December 31, 1997, the Company was
precluded from paying dividends on its capital stock under the terms of the
Indenture.

Reporting Requirements Under the Indenture (Unaudited)

As of December 31, 1997, the Company does not have any Unrestricted
Subsidiaries (as defined in the Indenture). The following information (as such
capitalized terms are defined in the Indenture) is presented solely

F-24

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

for the purpose of measuring compliance with respect to the terms of the
Indenture; such information is not intended as an alternative measure of
operating results or cash flow from operations (as determined in accordance
with generally accepted accounting principles). Furthermore, the Company's
measure of the following information may not be comparable to similarly titled
measures of other companies.

(IN
THOUSANDS
OF
DOLLARS)
---------

Tower Cash Flow, for the three months ended December 31, 1997.... $ 3,118
========
Consolidated Cash Flow, for the twelve months ended December 31,
1997............................................................ $ 13,150
Less: Tower Cash Flow, for the twelve months ended December 31,
1997............................................................ (10,625)
Plus: four times Tower Cash Flow, for the three months ended De-
cember 31, 1997................................................. 12,472
--------
Adjusted Consolidated Cash Flow, for the twelve months ended De-
cember 31, 1997................................................. $ 14,997
========

Promissory Note Payable to PCI

This note bore interest at a rate of 8% per annum, called for equal annual
payments of principal and interest and was secured by the tower sites
purchased from PCI. The Company repaid this note with a portion of the
proceeds from the issuance of its 10 5/8% Senior Discount Notes (as discussed
above).

Convertible Secured Subordinated Notes Payable to Stockholder

These notes accrued interest at a rate of 8% per annum, payable at maturity,
and were secured by substantially all of CTC's assets. The notes provided that
the holder had the option, at any time, to convert such notes, in whole or in
part, into shares of the Company's Series A Convertible Preferred Stock at a
conversion price of $6.00 per share. On April 27, 1995, a portion of the notes
with aggregate principal balances of $743,000 was converted into 123,742
shares of the Company's stock and the related accrued interest was paid to the
holder. On February 24, 1997, the remaining $3,125,000 principal amount of the
notes was converted into 520,878 shares of the Company's stock and, by mutual
agreement with the holder, the related accrued interest was forfeited. Upon
conversion of the notes, the principal amount and the forfeited interest were
accounted for as increases to redeemable preferred stock and additional paid-
in capital, respectively.

Restricted Net Assets of Subsidiaries

Under the terms of the Senior Credit Facility, the Company's subsidiaries
are limited in the amount of dividends which can be paid to the Company. The
amount of such dividends is limited to (i) $6,000,000 per year until October
31, 2002, and $33,000,000 per year thereafter, and (ii) an amount to pay
income taxes attributable to the Company's subsidiaries. The restricted net
assets of the Company's subsidiaries totaled $232,229,000 at December 31,
1997.

Interest Rate Swap Agreement

The interest rate swap agreement has an outstanding notional amount of
$17,925,000 at January 29, 1997 (inception) and terminates on February 24,
1999. The Company pays a fixed rate of 6.28% on the notional amount and
receives a floating rate based on LIBOR. This agreement effectively changes
the interest rate on $17,925,000 of borrowings under the Senior Credit
Facility from a floating rate to a fixed rate of 6.28% plus the applicable
margin. The Company does not believe there is any significant exposure to
credit risk due to the creditworthiness of the counterparty. In the event of
nonperformance by the counterparty, the Company's loss would be limited to any
unfavorable interest rate differential.

F-25

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. INCOME TAXES

The provision for income taxes consists of the following:

YEARS ENDED DECEMBER 31,
------------------------
1995 1996 1997
-------- -------- ----------
(IN THOUSANDS OF DOLLARS)

Current:
Puerto Rico................................ $ -- $ 10 $ 49
====== ======== ==========

A reconciliation between the provision for income taxes and the amount
computed by applying the federal statutory income tax rate to the loss before
income taxes is as follows:

YEARS ENDED DECEMBER 31,
------------------------
1995 1996 1997
-------- -------- ----------
(IN THOUSANDS OF DOLLARS)

Benefit for income taxes at statutory rate... $ (7) $ (322) $(4,044)
Amortization of intangible assets ........... -- -- 478
Puerto Rico taxes............................ -- 10 49
Expenses for which no federal tax benefit was
recognized.................................. 5 5 28
Changes in valuation allowances.............. 2 315 3,650
Other........................................ -- 2 (112)
------ -------- ----------
$ -- $ 10 $ 49
====== ======== ==========

The components of the net deferred income tax assets and liabilities are as
follows:

DECEMBER 31,
---------------------------
1996 1997
------------ -------------
(IN THOUSANDS OF DOLLARS)

Deferred income tax liabilities:
Property and equipment........................ $ 1,307 $ 2,487
Intangible assets............................. 49 276
Puerto Rico earnings.......................... -- 75
Other......................................... -- 38
------------ -------------
Total deferred income tax liabilities....... 1,356 2,876
------------ -------------
Deferred income tax assets:
Net operating loss carryforwards.............. 1,639 6,800
Noncompete agreement.......................... 19 37
Receivables allowance......................... 15 6
Valuation allowances.......................... (317) (3,967)
------------ -------------
Total deferred income tax assets, net....... 1,356 2,876
------------ -------------
Net deferred income tax liabilities............. $ -- $ --
============ =============

Valuation allowances of $317,000 and $3,967,000 were recognized to offset
net deferred income tax assets as of December 31, 1996 and 1997, respectively.

At December 31, 1997, the Company has net operating loss carryforwards of
approximately $20,000,000 which are available to offset future federal taxable
income. These loss carryforwards will expire in 2010 through 2012. The
utilization of the loss carryforwards is subject to certain limitations.

F-26

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. REDEEMABLE PREFERRED STOCK

In August 1997, the Company issued 292,995 shares of its Senior Convertible
Preferred Stock (the "Senior Preferred Stock") at a price of $100 per share.
The net proceeds received by the Company from the sale of such shares amounted
to approximately $29,266,000, most of which was used to pay the cash portion
of the purchase price for Crown (see Note 2). In October 1997, the Company
issued an additional 364,500 shares of its Senior Preferred Stock at a price
of $100 per share. The net proceeds received by the Company from the sale of
such shares amounted to $36,450,000. This amount, along with borrowings under
the Senior Credit Facility, was used to repay the promissory note from the
Crown acquisition (see Note 2).

The holders of the Senior Preferred Stock are entitled to receive cumulative
dividends at the rate of 12.5% per share, compounded annually. At December 31,
1997, such accrued and unpaid dividends amounted to $2,199,000. Any payment of
such dividends would be in the form of additional shares of Senior Preferred
Stock until such time as the Company is permitted to pay cash dividends on its
capital stock under the terms of the Indenture (see Note 5). At the option of
the holder, each share of Senior Preferred Stock (plus any accrued and unpaid
dividends) is convertible, at any time, into shares of the Company's Class B
Common Stock at a conversion price of $7.50 (subject to adjustment in the
event of an underwritten public offering of the Company's common stock). At
the date of issuance of the Senior Preferred Stock, the Company believes that
its conversion price represents the estimated fair value of the Class B Common
Stock on that date. The holders of the Senior Preferred Stock are entitled to
vote together with the holders of the Company's other preferred stock on an
as-converted basis.

The Company has the one-time right, within one year from the date of
issuance, to redeem 50% of the outstanding shares of Senior Preferred Stock at
a price per share which represents an annualized cumulative rate of return of
18%. If not earlier converted or redeemed, the shares of Senior Preferred
Stock are subject to mandatory redemption by the Company, at a price per share
of $100 plus any accrued and unpaid dividends through that date, upon the
earlier of (i) 91 days after the tenth anniversary date of the issuance of the
Notes; or (ii) May 15, 2008. The Senior Preferred Stock also calls for a
preference, in the event of a liquidation or a change in voting control, equal
to a price per share which represents an annualized cumulative rate of return
of 18%. With respect to dividend, redemption and liquidation preferences, the
rights of the holders of the Senior Preferred Stock are senior to the
Company's other preferred and common stock.

The purchasers of the Senior Preferred Stock were also issued warrants to
purchase an aggregate 1,314,990 shares of the Company's Class B Common Stock
at an exercise price of $7.50 per share (subject to adjustment in the event of
an underwritten public offering of the Company's common stock). The warrants
are exercisable, in whole or in part, at any time until August and October of
2007. At the date of issuance of the warrants, the Company believes that the
exercise price represents the estimated fair value of the Class B Common Stock
on that date. As such, the Company has not assigned any value to the warrants
in its consolidated financial statements.

The holders of the Company's Series A Convertible Preferred Stock (the
"Series A Preferred Stock"), the Series B Convertible Preferred Stock (the
"Series B Preferred Stock") and the Series C Convertible Preferred Stock (the
"Series C Preferred Stock") (collectively, the "Series Preferred Stock") are
generally entitled to one vote per share on all matters presented to a vote of
the Company's stockholders. The holders of the Series Preferred Stock are also
entitled to receive dividends, if and when declared, at the same rate as
dividends are declared and paid with respect to the Company's common stock. At
the option of the holder, each share of Series Preferred Stock is convertible,
at any time, into five shares of the Company's Class B Common Stock. Each of
the outstanding shares of Series Preferred Stock will automatically convert
into five shares of Class B Common Stock in the event of an underwritten
public offering of the Company's common stock, subject to certain conditions.

F-27

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Upon the earlier of (i) 91 days after the tenth anniversary date of the
issuance of the Notes; or (ii) May 15, 2008, the outstanding shares of Series
A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are
redeemable, at the option of the holder, at a price per share of $6.00, $12.00
and $21.00, respectively, plus any accrued and unpaid dividends through the
date of redemption. The Series Preferred Stock also call for liquidation
preferences equal to such respective redemption prices. With respect to
redemption and liquidation preferences, the rights of the holders of the
Series C Preferred Stock and the Series B Preferred Stock are senior to the
Series A Preferred Stock and the common stock, and the rights of the holders
of the Series A Preferred Stock are senior to the common stock.

In February and April of 1997, the Company issued 3,529,832 shares of its
Series C Preferred Stock at a price of $21.00 per share. The net proceeds
received by the Company from the sale of the Series C Preferred Stock amounted
to approximately $74,024,000. A portion of this amount was used to purchase
the ownership interest in CTI (see Note 4).

8. STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

At the option of the holder, each share of the Company's Class A Common
Stock is convertible, at any time, into 1.52315 shares of the Company's Class
B Common Stock. The holders of the Class B Common Stock are entitled to one
vote per share on all matters presented to a vote of the Company's
stockholders, and the holders of the Class A Common Stock are entitled to a
number of votes equivalent to the number of shares of Class B Common Stock
into which their shares of Class A Common Stock are convertible. The holders
of the Class A Common Stock are also entitled to receive dividends, if and
when declared, on an equivalent basis with the holders of the Class B Common
Stock. In the event of an underwritten public offering of its common stock
which results in the conversion of the Preferred Stock (see Note 7), the
Company may, at its option, require that all outstanding shares of Class A
Common Stock be converted into Class B Common Stock.

In March 1997, the Company repurchased, and subsequently retired, 814,790
shares of its common stock from a member of the Company's Board of Directors
at a cost of approximately $3,422,000. Of this amount, $1,311,000 was recorded
as compensation cost and is included in corporate development expense on the
Company's consolidated statement of operations.

F-28

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Stock Options

In 1995, the Company adopted the Crown Castle International Corp. 1995 Stock
Option Plan (as amended, the "1995 Stock Option Plan"). Up to 5,765,000 shares
of the Company's Class B Common Stock are reserved for awards granted to
certain employees, consultants and non-employee directors of the Company and
its subsidiaries or affiliates. These options generally vest over periods of
up to five years from the date of grant (as determined by the Company's Board
of Directors) and have a maximum term of ten years from the date of grant. A
summary of awards granted under the 1995 Stock Option Plan is as follows for
the years ended December 31, 1995, 1996 and 1997:

1995 1996 1997
------------------------ ------------------------ -------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
NUMBER OF AVERAGE NUMBER OF AVERAGE NUMBER OF AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
--------- -------------- --------- -------------- --------- --------------

Options outstanding at
beginning of year...... -- -- 825,000 $ .53 1,050,000 .89
Options granted......... 825,000 $.53 225,000 2.22 3,042,500 5.46
Options exercised....... -- -- -- -- (363,125) .53
Options forfeited....... -- -- -- -- (35,000) 1.20
------- --------- ---------
Options outstanding at
end of year............ 825,000 .53 1,050,000 .89 3,694,375 4.69
======= ========= =========
Options exercisable at
end of year............ -- -- 721,250 $ .43 728,875 2.49
======= ========= =========

In November 1996, options which were granted in 1995 for the purchase of
690,000 shares were modified such that those options became fully vested. A
summary of options outstanding as of December 31, 1997 is as follows:

WEIGHTED-
AVERAGE
NUMBER OF REMAINING NUMBER OF
EXERCISE OPTIONS CONTRACTUAL OPTIONS
PRICE OUTSTANDING LIFE EXERCISABLE
-------- ----------- ----------- -----------

$ .40 345,000 8.0 years 345,000
1.20 93,750 7.9 years 38,750
1.60 50,000 8.4 years 12,500
2.40 175,000 8.8 years 43,750
4.20 1,718,125 9.5 years 126,375
6.00 325,000 9.8 years 162,500
7.50 987,500 9.9 years --
--------- -------
3,694,375 9.4 years 728,875
========= =======

F-29

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The weighted-average fair value of options granted during the years ended
December 31, 1995, 1996 and 1997 was $0.09, $0.50 and $1.30, respectively. The
fair value of each option was estimated on the date of grant using the Black-
Scholes option-pricing model and the following weighted-average assumptions
about the options (the minimum value method):

YEARS ENDED DECEMBER 31,
-----------------------------
1995 1996 1997
--------- --------- ---------

Risk-free interest rate........................ 5.3% 6.4% 6.1%
Expected life.................................. 3.2 years 4.0 years 4.5 years
Expected volatility............................ 0% 0% 0%
Expected dividend yield........................ 0% 0% 0%

The exercise prices for options granted during the years ended December 31,
1995, 1996 and 1997 were equal to or in excess of the estimated fair value of
the Company's Class B Common Stock at the date of grant. As such, no
compensation cost was recognized for stock options during those years (see
Note 1). If compensation cost had been recognized for stock options based on
their fair value at the date of grant, the Company's pro forma net loss for
the years ended December 31, 1995, 1996 and 1997 would have been $33,000
($0.01 per share), $973,000 ($0.28 per share) and $12,586,000 ($2.37 per
share), respectively. The pro forma effect of stock options on the Company's
net loss for those years may not be representative of the pro forma effect for
future years due to the impact of vesting and potential future awards.

Shares Reserved For Issuance

At December 31, 1997, the Company had the following shares reserved for
future issuance:

Class B Common Stock:
Senior Preferred Stock.......................................... 9,050,060
Series A Preferred Stock........................................ 6,916,665
Series B Preferred Stock........................................ 4,322,840
Series C Preferred Stock........................................ 17,649,160
Class A Common Stock............................................ 1,586,460
1995 Stock Option Plan.......................................... 5,765,000
Warrants........................................................ 1,314,990
----------
46,605,175
==========

9. EMPLOYEE BENEFIT PLANS

The Company and its subsidiaries have various defined contribution savings
plans covering substantially all employees. Depending on the plan, employees
may elect to contribute up to 15% or 20% of their eligible compensation.
Certain of the plans provide for partial matching of such contributions. The
cost to the Company for these plans amounted to $98,000 for the year ended
December 31, 1997.

10. RELATED PARTY TRANSACTIONS

The Company leases office space in a building formerly owned by its Chief
Executive Officer. Lease payments for such office space amounted to $22,000,
$50,000 and $130,000 for the years ended December 31, 1995, 1996 and 1997,
respectively.

Included in other receivables at December 31, 1997 are amounts due from
employees of the Company totaling $499,000.

F-30

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. COMMITMENTS AND CONTINGENCIES

At December 31, 1997, minimum rental commitments under operating leases are
as follows: years ending December 31, 1998--$2,634,000; 1999--$2,483,000;
2000--$2,021,000; 2001--$1,791,000; 2002--$1,131,000; thereafter--$17,228,000.
Rental expense for operating leases was $208,000, $277,000 and $1,712,000 for
the years ended December 31, 1995, 1996 and 1997, respectively.

The Company is involved in various claims, lawsuits and proceedings arising
in the ordinary course of business. While there are uncertainties inherent in
the ultimate outcome of such matters and it is impossible to presently
determine the ultimate costs that may be incurred, management believes the
resolution of such uncertainties and the incurrence of such costs should not
have a material adverse effect on the Company's consolidated financial
position or results of operations.

12. CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk are primarily cash and cash equivalents and trade receivables.
The Company mitigates its risk with respect to cash and cash equivalents by
maintaining such deposits at high credit quality financial institutions and
monitoring the credit ratings of those institutions.

The Company derives the largest portion of its revenues from customers in
the wireless telecommunications industry. In addition, the Company has
concentrations of operations in certain geographic areas (primarily
Pennsylvania, Texas, New Mexico, Arizona and Puerto Rico). The Company
mitigates its concentrations of credit risk with respect to trade receivables
by actively monitoring the creditworthiness of its customers. Historically,
the Company has not incurred any significant credit related losses.

For the years ended December 31, 1995, 1996 and 1997, the Company's revenues
from PCI and Nextel amounted to $2,566,000, $2,634,000 and $5,998,000,
respectively.

13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summary quarterly financial information for the years ended December 31,
1996 and 1997 is as follows:

THREE MONTHS ENDED
-------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
(IN THOUSANDS OF DOLLARS, EXCEPT PER
SHARE AMOUNTS)

1996:
Net revenues....................... $ 1,221 $1,238 $ 1,846 $ 1,902
Operating income................... 306 71 196 90
Net loss........................... (32) (280) (243) (402)
Loss per common share--basic and
diluted........................... (0.01) (0.08) (0.07) (0.11)
1997:
Net revenues....................... $ 1,994 $4,771 $11,481 $13,159
Operating income (loss)............ (1,293) (921) 61 (1,299)
Net loss........................... (443) (1,706) (4,001) (5,792)
Loss per common share--basic and
diluted........................... (0.13) (0.51) (0.62) (0.69)

F-31

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSEQUENT EVENTS (UNAUDITED)

F-32

INDEPENDENT AUDITORS' REPORT

The Owners of Crown Communications,
Crown Network Systems, Inc.,
Crown Mobile Systems, Inc., Airport
Communications, Inc. and E-90, Ltd.:

We have audited the accompanying combined statements of income and cash
flows of Crown Communications, Crown Network Systems, Inc., Crown Mobile
Systems, Inc., Airport Communications, Inc. and E-90, Ltd. (collectively,
Crown Communications) for the years ended December 31, 1995 and 1996 and for
the seven month period ended July 31, 1997. These combined financial
statements are the responsibility of Crown Communications' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the combined financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined results of operations and cash
flows of Crown Communications for the years ended December 31, 1995 and 1996
and for the seven month period ended July 31, 1997 in conformity with
generally accepted accounting principles.

KPMG Peat Marwick llp

Pittsburgh, Pennsylvania
March 23, 1998

F-33

CROWN COMMUNICATIONS

COMBINED STATEMENT OF INCOME

(IN THOUSANDS OF DOLLARS)

SEVEN
YEARS ENDED MONTHS
DECEMBER 31, ENDED
---------------- JULY 31,
1995 1996 1997
------- ------- --------

Net revenues:
Site rental....................................... $ 3,632 $ 5,120 $ 4,550
Network services and other........................ 7,384 14,260 13,137
------- ------- -------
11,016 19,380 17,687
Operating costs and expenses:
Site rental....................................... 763 1,691 1,421
Network services and other........................ 3,944 8,632 5,841
General and administrative expenses............... 2,625 3,150 3,761
Depreciation and amortization..................... 568 1,168 1,006
------- ------- -------
7,900 14,641 12,029
------- ------- -------
Operating income................................ 3,116 4,739 5,658
Other income (expense):
Interest and other income (expense)............... 19 (53) (26)
Interest expense.................................. (785) (1,175) (925)
------- ------- -------
Net income...................................... $ 2,350 $ 3,511 $ 4,707
======= ======= =======

See accompanying notes to combined financial statements.

F-34

CROWN COMMUNICATIONS

COMBINED STATEMENT OF CASH FLOWS

(IN THOUSANDS OF DOLLARS)

SEVEN
MONTHS
YEARS ENDED ENDED
DECEMBER 31, JULY
------------------ 31,
1995 1996 1997
-------- -------- -------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................... $ 2,350 $ 3,511 $ 4,707
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................... 568 1,168 1,006
Gain on sale of equipment....................... (71) -- --
Changes in operating assets and liabilities:
Accounts receivable............................ 205 (1,594) (1,612)
Inventory...................................... (173) 73 (527)
Prepaid expenses and other current assets...... (22) (117) (13)
Accrued network services....................... -- (653) 653
Deferred installation costs.................... 356 (154) 154
Other assets................................... (20) (36) (78)
Accounts payable............................... 149 1,195 419
Accrued expenses............................... 216 508 (350)
Customer deposits.............................. 43 (2) 106
Deferred revenue............................... (627) 263 734
-------- -------- -------
Net cash provided by operating activities..... 2,974 4,162 5,199
-------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................. (5,670) (8,658) (12,425)
Proceeds from sale of equipment.................. -- 6 --
-------- -------- -------
Net cash used for investing activities........ (5,670) (8,652) (12,425)
-------- -------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable.......... 14,929 22,614 9,256
Principal payments on notes payable.............. (11,689) (15,808) (706)
Distributions to owners.......................... (873) (2,809) (1,532)
Capital contribution............................. -- 103 --
-------- -------- -------
Net cash provided by financing activities..... 2,367 4,100 7,018
-------- -------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS......... (329) (390) (208)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.. 1,093 764 374
-------- -------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........ $ 764 $ 374 $ 166
======== ======== =======
Supplemental disclosure of cash flow information--
interest paid.................................... $ 764 $ 1,175 $ 775
======== ======== =======

See accompanying notes to combined financial statements.

F-35

CROWN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS)

(1)BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The accompanying combined financial statements include the accounts of Crown
Communications (CCM), a sole proprietorship, Crown Network Systems, Inc.
(CNS), a subchapter S corporation, Crown Mobile Systems, Inc. (CMS), a
subchapter S corporation, Airport Communications, Inc. (ACI), a subchapter S
corporation and E-90, Ltd. (E-90), a Pennsylvania Business Trust
(collectively, Crown Communications or the Company). These entities are all
under common ownership. All significant intercompany accounts and transactions
have been eliminated.

Crown Communications is a communication site development and management
company. The Company's core business is the development of high density
communication facilities. The majority of these facilities are located
throughout western Pennsylvania. The Company leases antenna and transmitter
space on communication towers to companies using or providing wireless
telephone, paging and specialized mobile radio services.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

(b) Cash and Cash Equivalents

The Company considers cash in depository institutions and short-term
investments with original maturities of three months or less to be cash and
cash equivalents.

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method.

(d) Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation.
Depreciation on property and equipment is computed utilizing methods which
approximate the straight-line method over the estimated useful lives of the
assets. Additions, renewals and improvements are capitalized, while
maintenance and repairs are expensed. Upon the sale or retirement of an asset,
the related cost and accumulated depreciation are removed from the accounts
and any gain or loss is recognized.

In March 1995, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
("SFAS 121"). SFAS 121 requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS 121 is effective for fiscal years beginning after December
15, 1995. The adoption of SFAS 121 by the Company in 1996 did not have a
material impact on its combined financial statements.

F-36

CROWN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS OF DOLLARS)

(e) Other Assets

Other assets include deferred financing costs which are amortized over the
estimated term of the related borrowing.

(f) Revenue Recognition

Equipment sales revenues are recognized when products are delivered to
customers.

Site rental revenue is recognized ratably over the terms of the respective
leases. Such leases have terms that are generally five years.

Network services revenues are recognized under a method which approximates
the completed contract method. This method is used because typical network
services are completed in 3 months or less and financial position and results
of operations do not vary significantly from those which would result from use
of the percentage-of-completion method. The network services are considered
complete at the point in time in which the terms and conditions of the
contract and/or agreement have been substantially completed. Revenues from
completed contracts which have not been billed at the end of an accounting
period are presented as accrued network services.

Costs and revenues associated with installations not complete at the end of
an accounting period are deferred and recognized when the installation becomes
operational. Any losses on contracts are recognized at such time as they
become known.

(2) INCOME TAXES

CCM is operated as a sole proprietorship and all income or loss is passed
through to the personal tax return of the owners. The shareholders for CNS,
CMS and ACI have elected under subchapter S of the Internal Revenue Code to
pass through all income or loss to the individual tax return of the
shareholders. E-90 is operated as a Pennsylvania Business Trust and has
elected to be taxed as a partnership. Accordingly, no provision for income
taxes has been recorded in the accompanying financial statements.

(3) RETIREMENT SAVINGS PLAN

The Company sponsors a Retirement Savings Plan (the "Plan"), which qualifies
for treatment under section 401(k) of the Internal Revenue Code. Substantially
all full-time employees are eligible to participate by electing to contribute
1% to 15% of their gross pay to the Plan. Under the Plan, the Company matches
a portion of each employee's contribution up to certain limits. Each
employee's contribution is fully vested when contributed, and the Company's
matching contribution begins vesting after an employee has completed two years
of service and becomes fully vested after six years of service. For the years
ended December 31, 1995 and 1996, and the seven months ended July 31, 1997,
the Company's expense for the Plan was $6, $59 and $44, respectively.

F-37

CROWN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS OF DOLLARS)

(4) COMMITMENTS AND CONTINGENCIES

The Company leases land, office space and site space on towers and rooftops
through contracts that expire in various years through 2095. The Company has
purchase and renewal options and is committed to various escalation provisions
under certain of these leases. Rental expense under operating leases was $306,
$669 and $718 for the years ended December 31, 1995 and 1996, and the seven
months ended July 31, 1997, respectively. At July 31, 1997, minimum rental
commitments under operating leases are as follows:

YEARS ENDING
DECEMBER 31,
------------

1997............................................................ $ 659
1998............................................................ 1,800
1999............................................................ 1,700
2000............................................................ 1,500
2001............................................................ 1,300
Thereafter...................................................... 17,200
-------
$24,159
=======

The Company is involved in various claims and legal actions arising in the
ordinary course of business. While there are uncertainties inherent in the
ultimate outcome of such matters and it is impossible to presently determine
the ultimate costs that may be incurred, management believes the resolution of
such uncertainties and the incurrence of such costs should not have a material
adverse effect on the Company's combined financial position or results of
operations.

(5) CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk are primarily cash and cash equivalents and accounts
receivable. The Company mitigates its risk with respect to cash and cash
equivalents by maintaining such deposits at high credit quality financial
institutions and monitoring the credit ratings of those institutions.

The Company derives the largest portion of its revenues from customers in
the wireless telecommunications industry. In addition, the Company has
concentrations of operations in western Pennsylvania. The Company mitigates
its concentrations of credit risk with respect to accounts receivable by
actively monitoring the creditworthiness of its customers. Historically, the
Company has not incurred any significant credit related losses.

For the year ended December 31, 1995, the Company recognized revenues from
two individual customers in the amount of $4,139 and $668. For the year ended
December 31, 1996, the Company recognized revenues from three individual
customers in the amount of $3,700, $2,600 and $1,400. For the seven months
ended July 31, 1997, the Company recognized revenues from three individual
customers in the amount of $4,784, $4,246 and $2,377.

(6) SUBSEQUENT EVENTS

In July 1997, the owners of CCM, CNS and CMS entered into an asset purchase
and merger agreement with Crown Castle International Corp. ("CCIC"). In August
1997, such agreement was amended and restated, and CCIC acquired (i)
substantially all of the assets, net of outstanding liabilities, of CCM and
(ii) all of the outstanding common stock of CNS and CMS.

F-38

REPORT OF INDEPENDENT AUDITORS

Board of Directors
TEA Group Incorporated

We have audited the balance sheet of TEA Group Incorporated as of December
31, 1995, and the related statements of income, shareholders' equity and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TEA Group Incorporated as
of December 31, 1995, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

Ernst & Young LLP

Atlanta, Georgia
February 28, 1996

F-39

INDEPENDENT AUDITORS' REPORT

The Board of Directors
TEA Group Incorporated:

We have audited the accompanying balance sheet of TEA Group Incorporated as
of December 31, 1996, and the related statements of income, shareholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TEA Group Incorporated as
of December 31, 1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP

Atlanta, Georgia
August 15, 1997

F-40

TEA GROUP INCORPORATED

BALANCE SHEET

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

DECEMBER 31,
--------------
1995 1996
ASSETS ------ ------

Current assets:
Cash.............................................................. $ 5 $ --
Accounts receivable, net of allowance for doubtful accounts of
$100 and $1 at December 31, 1995 and 1996, respectively (note 5):
Billed.......................................................... 4,637 3,553
Unbilled........................................................ 1,335 465
Employee advances................................................. -- 14
Note and accrued interest receivable--related party............... 58 6
Prepaid expenses.................................................. 24 3
------ ------
Total current assets.......................................... 6,059 4,041
------ ------
Property and equipment, at cost:
Leasehold improvements............................................ 9 9
Office and computer equipment..................................... 757 831
Furniture and fixtures............................................ 343 345
Computer software................................................. -- 85
------ ------
1,109 1,270
Less accumulated depreciation and amortization.................... (653) (787)
------ ------
456 483
Other assets........................................................ 62 47
------ ------
$6,577 $4,571
====== ======

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Notes payable (note 2)............................................ $2,733 $ 107
Accounts payable.................................................. 1,328 1,366
Accrued compensation and related benefits......................... 557 445
Other accrued expenses............................................ -- 52
------ ------
Total current liabilities..................................... 4,618 1,970
Commitments (note 3)
Shareholders equity (note 7):
Common stock, $1 par value, 10,000 shares authorized; 550 shares
issued and
outstanding...................................................... 1 1
Additional paid-in capital........................................ 11 11
Retained earnings................................................. 1,947 2,589
------ ------
Total shareholders equity..................................... 1,959 2,601
------ ------
$6,577 $4,571
====== ======

See accompanying notes to financial statements.

F-41

TEA GROUP INCORPORATED

STATEMENT OF INCOME

(IN THOUSANDS OF DOLLARS)

THREE MONTHS
YEARS ENDED ENDED
DECEMBER 31, MARCH 31,
---------------- --------------
1995 1996 1996 1997
------- ------- ------ ------
(UNAUDITED)

Network services and other revenues, net
(note 6).................................... $23,585 $18,010 $4,376 $4,873
Operating costs and expenses:
Services and other (exclusive of deprecia-
tion and amortization).................... 18,770 14,406 3,280 4,048
General and administrative expenses........ 4,077 2,295 529 482
Depreciation and amortization.............. 127 134 31 38
------- ------- ------ ------
22,974 16,835 3,840 4,568
------- ------- ------ ------
Operating income......................... 611 1,175 536 305
Other income (expense):
Interest and other income.................. 17 3 -- --
Interest expense........................... (158) (127) (47) (5)
------- ------- ------ ------
Income before income taxes............... 470 1,051 489 300
Income taxes (note 1(d))..................... -- -- -- --
------- ------- ------ ------
Net income............................... $ 470 $ 1,051 $ 489 $ 300
======= ======= ====== ======

See accompanying notes to financial statements.

F-42

TEA GROUP INCORPORATED

STATEMENT OF SHAREHOLDERS' EQUITY

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

COMMON STOCK ADDITIONAL TOTAL
-------------- PAID-IN RETAINED SHAREHOLDERS'
SHARES AMOUNTS CAPITAL EARNINGS EQUITY
------ ------- ---------- -------- -------------

Balance at January 1,
1995................... 550 $ 1 $11 $2,359 $2,371
Net income.............. -- -- -- 470 470
Shareholder distribu-
tions.................. -- -- -- (882) (882)
--- --- --- ------ ------
Balance at December 31,
1995................... 550 1 11 1,947 1,959
Net income.............. -- -- -- 1,051 1,051
Shareholder distribu-
tions.................. -- -- -- (409) (409)
--- --- --- ------ ------
Balance at December 31,
1996................... 550 $ 1 $11 $2,589 $2,601
=== === === ====== ======

See accompanying notes to financial statements.

F-43

TEA GROUP INCORPORATED

STATEMENT OF CASH FLOWS

(IN THOUSANDS OF DOLLARS)

THREE MONTHS
YEARS ENDED ENDED
DECEMBER 31, MARCH 31,
-------------- --------------
1995 1996 1996 1997
------ ------ ------ ------
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................. $ 470 $1,051 $ 489 $ 300
Adjustment to reconcile net income to net
cash provided by (used for) operating ac-
tivities:
Depreciation and amortization............. 127 134 31 38
Provision for doubtful accounts (note 6).. -- 355 125 --
Gain on sale of property and equipment,
and other assets......................... (12) (1) (1) --
Decrease (increase) in:
Billed accounts receivable.............. (1,714) 729 (103) (735)
Unbilled accounts receivable............ (336) 870 1,439 119
Other assets............................ (25) 29 (15) (73)
Increase (decrease) in:
Accounts payable........................ 381 37 (1,219) (925)
Accrued expenses........................ 142 (59) (101) 37
------ ------ ------ ------
Net cash provided by (used for) oper-
ating activities..................... (967) 3,145 645 (1,239)
------ ------ ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment......... (250) (161) (29) (23)
Proceeds from sale of property and equip-
ment, and other assets..................... 25 1 1 --
Increase in deposits........................ 16 -- -- --
Payments received on note receivable........ -- 45 8 --
------ ------ ------ ------
Net cash used for investing activi-
ties................................. (209) (115) (20) (23)
------ ------ ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving
credit agreement........................... 2,057 (2,626) 276 1,262
Shareholder distributions................... (882) (409) -- --
------ ------ ------ ------
Net cash provided by (used for) fi-
nancing activities................... 1,175 (3,035) 276 1,262
------ ------ ------ ------
Net increase (decrease) in cash....... (1) (5) 901 --
CASH AT BEGINNING OF PERIOD................... 6 5 5 --
------ ------ ------ ------
CASH AT END OF PERIOD......................... $ 5 $ -- $ 906 $ --
====== ====== ====== ======
Supplemental disclosure of cash flow informa-
tion--cash paid during the period for inter-
est.......................................... $ 149 $ 138 $ 47 $ --
====== ====== ====== ======

See accompanying notes to financial statements.

F-44

TEA GROUP INCORPORATED

NOTES TO FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS)

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

TEA Group Incorporated (the "Company") provides services to the wireless
telecommunications and energy transmission industries. These services include
providing right-of-way, site acquisition, engineering design and drafting,
project management, and staff leasing to wireless telecommunications and
energy transmission companies in the United States and internationally.

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities as of the date of the financial statements
and revenues and expenses for the reporting period to prepare these financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.

The financial statements for the three months ended March 31, 1996 and 1997
are unaudited; however, they include all adjustments (consisting only of
normal recurring adjustments) which, in the opinion of management, are
necessary to present fairly the results of operations and cash flows for the
three months ended March 31, 1996 and 1997. Accounting measurements at interim
dates inherently involve greater reliance on estimates than at year end. The
results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the entire year.

(b) Revenue Recognition

The Company's revenues are derived primarily from service contracts with
customers which provide for billings on a time and materials, cost plus
profit, or fixed price basis. Such contracts typically have terms from six
months to two years. Revenues are recognized as services are performed with
respect to the time and materials priced contracts, and are recognized using
the percentage-of-completion method for cost plus profit and fixed price
contracts, measured by the percentage of contract costs incurred to date to
estimated total contract costs. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined.

Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is provided over the estimated useful lives of the
assets on a straight-line basis. Leasehold improvements are amortized over the
shorter of their estimated useful lives or the remaining lease term. Property
and equipment are depreciated over the following estimated useful lives:

YEARS
-----

Leasehold improvements.............................................. 5
Office and computer equipment....................................... 5
Furniture and fixtures.............................................. 7
Computer software................................................... 5

The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of, on January 1, 1996. This statement
requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not

F-45

TEA GROUP INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS OF DOLLARS)
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceed the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying amount or fair
value less costs to sell. Adoption of this statement did not have an impact on
the Company's financial statements.

(d) Income Taxes

The shareholders of the Company have elected to be taxed under the
Subchapter S Corporation provisions of the Internal Revenue Code. As a result
of this election, Federal and state income taxes related to the results of
operations of the Company are passed through to, and are the responsibility
of, the Company's shareholders. Accordingly, no provision for income taxes has
been recorded in the accompanying financial statements.

(e) Fair Value of Financial Instruments

The carrying value of the notes payable approximates the estimated fair
value for this instrument since it bears interest at a floating market rate.
The estimated fair values of the Company's financial instruments, along with
the carrying amounts of the related assets (liabilities), are as follows:

DECEMBER 31, DECEMBER 31,
1995 1996
----------------- --------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -----

Cash....................................... $ 5 $ 5 $ -- $ --
Notes payable.............................. (2,733) (2,733) (107) (107)

(2) NOTES PAYABLE

The Company has a revolving line of credit with a bank for working capital
purposes (as amended, the "Bank Line of Credit"). The Bank Line of Credit
provides for up to $5,000 of working capital borrowings and up to $200 of
borrowings for purchases of equipment. At December 31, 1996, outstanding
working capital borrowings under the Bank Line of Credit amounted to $107.
Borrowings are secured by the Company's receivables, property and equipment,
intangibles and cash balances, and bear interest at a rate per annum equal to
(i) the bank's prime rate or (ii) a Eurodollar interbank offered rate (LIBOR)
plus 2.45% (8.25% and 7.95%, respectively, at December 31, 1996). Interest is
payable monthly. The Bank Line of Credit requires the Company to maintain
certain financial covenants and places limitations on its ability to, among
other things, incur debt and liens, undertake transactions with affiliates and
make investments.

On July 30, 1997, the Bank Line of Credit was amended to decrease the
available borrowings to $3,000 and extend the maturity date to June 30, 1998.
Borrowings now bear interest at a rate per annum equal to LIBOR plus 2.7%
(8.39% at July 31, 1997). In addition, the amended Bank Line of Credit now
restricts the ability of the Company to pay dividends.

F-46

TEA GROUP INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS OF DOLLARS)

(3) COMMITMENTS

The Company has noncancelable operating leases for office space. Future
minimum lease payments under the operating leases with remaining terms of one
year or more at December 31, 1996 are summarized as follows:

YEARS ENDING
DECEMBER 31,
------------

1997............................................................... $316
1998............................................................... 315
1999............................................................... 289
2000............................................................... 43
----
$963
====

Rent expense under all cancelable and noncancelable operating leases for
1995 and 1996 was $459 and $608, respectively.

(4)EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) profit sharing and retirement plan (the
"Plan") for the benefit of all eligible employees. Employees may elect to
contribute up to 15% of their eligible compensation to the Plan. The Plan
provides for employer matching contributions at the discretion of the
Company's Board of Directors. The Company provided $66 and $29 in expense for
contributions for 1995 and 1996, respectively.

(5)RELATED PARTY TRANSACTIONS

Accounts receivable balances at December 31, 1995 and 1996 include
approximately $398 and $94, respectively, from an affiliated company related
to expenses incurred by the Company on behalf of the affiliated company.

(6) CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk are primarily cash and trade receivables. The Company mitigates
its risk with respect to cash by maintaining such deposits at high credit
quality financial institutions and monitoring the credit ratings of those
institutions.

The Company derives the largest portion of its revenues from customers in
the wireless telecommunications and energy transmission industries. The
Company mitigates its concentrations of credit risk with respect to trade
receivables by actively monitoring the creditworthiness of its customers. In
connection with a disputed receivable with a customer, the Company wrote off
$310 during 1996.

For the year ended December 31, 1995, the Company had five customers
representing 19%, 18%, 16%, 13% and 11% of net revenues, respectively. For the
year ended December 31, 1996, the Company had two customers which accounted
for 35% and 14% of net revenues, respectively, and one customer which
accounted for approximately 59% of accounts receivable at December 31, 1996.

(7)SUBSEQUENT EVENT

In July 1996, the Company, its shareholders, and certain affiliated
companies entered into an agreement with Crown Castle International Corp.
("CCIC") which provided CCIC with an option to acquire various ownership
interests in the Company. On May 12, 1997, CCIC acquired all of the Company's
common stock.

F-47

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors
of Castle Transmission Services (Holdings) Ltd:

We have audited the accompanying balance sheet of the BBC Home Service
Transmission business ("Home Service") at March 31, 1996 and the consolidated
balance sheets of Castle Transmission Services (Holdings) Ltd and its
subsidiaries ("Castle Transmission") at March 31, 1997 and December 31, 1997
and the profit and loss accounts, cash flow statements and reconciliations of
movements in corporate funding for Home Service for the year ended March 31,
1996 and the period from April 1, 1996 to February 27, 1997 and the related
consolidated profit and loss accounts, cash flow statements and
reconciliations of movements in shareholders' funds for Castle Transmission
for the period from February 28, 1997 to March 31, 1997 and the period from
April 1, 1997 to December 31, 1997. These financial statements are the
responsibility of Castle Transmission's and Home Service's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United Kingdom, which do not differ in any material respect
from generally accepted auditing standards in the United States. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Home Service at March 31,
1996 and the consolidated financial position of Castle Transmission at March
31, 1997 and December 31, 1997 and the results of operations and cash flows of
Home Service for the year ended March 31, 1996 and for the period from April
1, 1996 to February 27, 1997 and of Castle Transmission for the period from
February 28, 1997 to March 31, 1997 and for the period from April 1, 1997 to
December 31, 1997 in conformity with generally accepted accounting principles
in the United Kingdom.

Generally accepted accounting principles in the United Kingdom vary in
certain respects from generally accepted accounting principles in the United
States. Application of generally accepted accounting principles in the United
States would have affected results of operations for the year ended March 31,
1996 and the period from April 1, 1996 to February 27, 1997 for Home Service
and the period from February 28, 1997 to March 31, 1997 and from April 1, 1997
to December 31, 1997 for Castle Transmission and shareholders' equity at
March 31, 1996 for Home Service and at March 31, 1997 and December 31, 1997
for Castle Transmission to the extent summarised in Note 27 to these financial
statements.

KPMG
Chartered Accountants
Registered Auditor
London, England

March 31, 1998

F-48

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

CONSOLIDATED PROFIT AND LOSS ACCOUNTS

BBC HOME SERVICE TRANSMISSION CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD
-------------------------------------- --------------------------------------------------
PERIOD PERIOD PERIOD
FROM APRIL 1, TWO FROM THREE FROM APRIL 1,
1996 MONTHS FEBRUARY 28, MONTHS 1997 SIX MONTHS
YEAR ENDED TO ENDED 1997 ENDED TO ENDED
MARCH 31, FEBRUARY 27, FEBRUARY 27, TO MARCH 31, JUNE 30, DECEMBER 31, JUNE 30,
NOTE 1996 1997 1997 1997 1997 1997 1998
------ ----------- ------------- ------------ ------------ ----------- ------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Turnover............... 3 70,367 70,614 12,805 6,433 18,611 56,752 43,516
Changes in stocks and
work in progress...... (635) (554) (150) 340 (898) 747 (90)
Own work capitalised... 4,653 3,249 308 170 417 1,127 1,427
Raw materials and
consumables........... 14 (1,155) (387) (446) 319 (2,410) (1,148)
Other external
charges............... (34,750) (26,191) (4,130) (1,668) (4,780) (13,811) (10,973)
Staff costs............ 4 (17,197) (16,131) (3,104) (1,421) (4,514) (14,345) (12,285)
Depreciation and other
amounts written off
tangible and
intangible assets..... 5 (12,835) (13,038) (2,464) (1,819) (5,533) (16,854) (11,688)
Other operating
charges............... (1,832) (2,792) (181) (344) (853) (2,430) (2,054)
------- ------- ------- ------ ------- ------- -------
(62,582) (56,612) (10,108) (5,188) (15,842) (47,976) (36,811)
Operating profit....... 7,785 14,002 2,697 1,245 2,769 8,776 6,705
Other interest
receivable and similar
income................ -- -- -- 49 119 288 348
Interest payable and
similar charges....... 7 -- -- -- (969) (5,400) (12,419) (7,063)
------- ------- ------- ------ ------- ------- -------
Profit/(loss) on
ordinary activities
before and after
taxation.............. 3-6, 8 7,785 14,002 2,697 325 (2,512) (3,355) (10)
Additional finance cost
of non-equity shares.. -- -- -- (318) (954) (2,862) (1,974)
------- ------- ------- ------ ------- ------- -------
Retained profit/(loss)
for the period........ 7,785 14,002 2,697 7 (3,466) (6,217) (1,984)
======= ======= ======= ====== ======= ======= =======

Neither BBC Home Service nor Castle Transmission have any recognised gains or
losses other than those reflected in the profit and loss accounts.

The accompanying notes are an integral part of these consolidated financial
statements.

F-49

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

CONSOLIDATED BALANCE SHEETS

BBC HOME SERVICE CASTLE TRANSMISSION SERVICES
TRANSMISSION (HOLDINGS) LTD
---------------- ----------------------------------------
AT MARCH 31, AT MARCH 31, AT DECEMBER 31, AT JUNE 30,
1996 1997 1997 1998
NOTE ---------------- ------------ --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

FIXED ASSETS
Intangible............ 9 -- 46,573 46,056 44,804
Tangible.............. 10 202,592 206,162 206,134 218,781
------- -------- -------- --------
202,592 252,735 252,190 263,585
CURRENT ASSETS
Stocks................ 11 1,750 807 1,340 1,993
Debtors............... 12 4,714 10,344 13,230 11,578
Cash at bank and in
hand................. -- 9,688 8,152 9,467
------- -------- -------- --------
6,464 20,839 22,722 23,038
Creditors: amounts fall-
ing due within one
year................... 13 (6,627) (14,820) (29,139) (33,199)
------- -------- -------- --------
Net current
assets/(liabilities)... (163) 6,019 (6,417) (10,161)
------- -------- -------- --------
Total assets less cur-
rent liabilities....... 202,429 258,754 245,773 253,424
Creditors: amounts fall-
ing due after more than
one year............... 14 -- (154,358) (143,748) (149,249)
Provisions for liabili-
ties and charges....... 15 -- (1,723) (2,157) (2,382)
------- -------- -------- --------
Net assets.............. 202,429 102,673 99,868 101,793
======= ======== ======== ========
CAPITAL AND RESERVES
Corporate funding..... 202,429 -- -- --
Called up share capi-
tal.................. 16 -- 102,348 102,898 102,898
Profit and loss ac-
count................ 17 -- 325 (3,030) (1,105)
------- -------- -------- --------
202,429 102,673 99,868 101,793
======= -------- -------- --------
SHAREHOLDERS'
FUNDS/(DEFICIT)
Equity................ 109 (6,107) (6,156)
Non-equity............ 102,564 105,975 107,949
-------- -------- --------
102,673 99,868 101,793
======== ======== ========

The accompanying notes are an integral part of these consolidated financial
statements.

F-50

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

CONSOLIDATED CASH FLOW STATEMENTS

CASTLE TRANSMISSION SERVICES
BBC HOME SERVICE TRANSMISSION (HOLDINGS) LTD
---------------------------------------- ----------------------------------------------------
PERIOD FROM THREE PERIOD FROM SIX
YEAR PERIOD FROM TWO MONTHS FEBRUARY 28, MONTHS APRIL 1, MONTHS
ENDED APRIL 1, 1996 ENDED 1997 ENDED 1997 ENDED
MARCH 31, TO FEBRUARY 27, FEBRUARY 27, TO MARCH 31, JUNE 30, TO DECEMBER 31, JUNE 30,
1996 1997 1997 1997 1997 1997 1998
NOTE ----------- --------------- ------------ ------------ ----------- --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Cash inflow from
operating
activities.......... 21 24,311 26,427 5,161 5,756 9,234 27,983 29,720
Returns on investment
and servicing of
finance............. 22 -- -- -- (885) (2,065) (2,428) (10,426)
Capital expenditure
and financial
investments......... 22 (17,190) (20,092) (711) (748) (3,906) (14,361) (22,522)
Acquisitions and
disposals........... 22 -- -- -- (251,141) (208) (307) --
------- ------- ------ -------- -------- -------- --------
Cash
inflow/(outflow).... 7,121 6,335 4,450 (247,018) 3,055 10,887 (3,228)
Financing............ 22
Net (decrease) in
corporate funding... (7,121) (6,335) (4,450) -- -- -- --
Issuance of shares... -- -- -- 102,348 -- 550 --
Increase/(decrease)
in debt............. -- -- -- 154,358 (6,792) (12,973) 5,000
Capital element of
finance
lease rentals....... -- -- -- -- -- -- (457)
------- ------- ------ -------- -------- -------- --------
(7,121) (6,335) (4,450) 256,706 (6,792) (12,423) 4,543
------- ------- ------ -------- -------- -------- --------
Increase/(decrease)
in cash............. -- -- -- 9,688 (3,737) (1,536) 1,315
======= ======= ====== ======== ======== ======== ========
Reconciliation of net
cash flow to
movement in net
debt................ 23
Increase/(decrease)
in cash in the
period.............. -- -- -- 9,688 (3,737) (1,536) 1,315
Cash (inflow)/outflow
from
(increase)/decrease
in debt............. -- -- -- (154,358) 8,782 12,973 (4,543)
------- ------- ------ -------- -------- -------- --------
Change in net debt
resulting from cash
flow................ -- -- -- (144,670) 5,045 11,437 (3,228)
New finance leases... -- -- -- -- -- (711) (557)
Amortisation of bank
loan issue costs.... -- -- -- -- (1,990) (2,087) (119)
Amortisation of
Guaranteed Bonds.... -- -- -- -- -- (55) (133)
------- ------- ------ -------- -------- -------- --------
Movement in net debt
in the period....... -- -- -- (144,670) 3,055 8,584 (4,037)
Net debt at beginning
of the period....... -- -- -- -- (144,670) (144,670) (136,086)
------- ------- ------ -------- -------- -------- --------
Net debt at end of
the period.......... -- -- -- (144,670) (141,615) (136,086) (140,123)
======= ======= ====== ======== ======== ======== ========

The accompanying notes are an integral part of these consolidated financial
statements.

F-51

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

CONSOLIDATED RECONCILIATION OF MOVEMENTS IN CORPORATE
FUNDING/SHAREHOLDERS' FUNDS

CASTLE TRANSMISSION SERVICES
BBC HOME SERVICE TRANSMISSION (HOLDINGS) LTD
---------------------------------------- ----------------------------------------------------
TWO PERIOD FROM THREE
YEAR PERIOD FROM MONTHS FEBRUARY 28, MONTHS PERIOD FROM SIX MONTHS
ENDED APRIL 1, 1996 ENDED 1997 ENDED APRIL 1, 1997 ENDED
MARCH 31, TO FEBRUARY 27, FEBRUARY 27, TO MARCH 31, JUNE 30, TO DECEMBER 31, JUNE 30,
1996 1997 1997 1997 1997 1997 1998
----------- --------------- ------------ ------------ ----------- --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Profit/(loss) for the
period................. 7,785 14,002 2,697 325 (2,512) (3,355) (10)
Net (decrease) in
corporate funding...... (7,121) (6,335) (4,450) -- -- -- --
New share capital
subscribed............. -- -- -- 102,348 -- 550 --
Charge on share option
arrangements........... -- -- -- -- -- -- 1,935
------- ------- ------- ------- ------- ------- -------
Net
additions/(deductions)
to corporate
funding/shareholders'
funds.................. 664 7,667 (1,753) 102,673 (2,512) (2,805) 1,925
Opening corporate
funding/shareholders'
funds.................. 201,765 202,429 211,849 -- 102,673 102,673 99,868
------- ------- ------- ------- ------- ------- -------
Closing corporate
funding/shareholders'
funds.................. 202,429 210,096 210,096 102,673 100,161 99,868 101,793
======= ======= ======= ======= ======= ======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-52

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 BASIS OF PREPARATION

As used in the financial statements and related notes, the terms "Castle
Transmission" or "the Group" refers to the operations of Castle Transmission
Services (Holdings) Ltd and its subsidiaries, Castle Transmission
International Ltd ("CTI") which is the successor business and Castle
Transmission (Finance) plc ("CTF"). The term "Home Service" refers to the
operations of the Home Service Transmission business of the British
Broadcasting Corporation ("BBC") which was the predecessor business.

These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") applicable in the
United Kingdom (UK) and comply with the financial reporting standards of the
Institute of Chartered Accountants in England and Wales. A summary of the
differences between UK GAAP and United States (US) GAAP as applicable to
Castle Transmission is set out in Note 27.

Castle Transmission Services (Holdings) Ltd (the "Company") was incorporated
on August 27, 1996 and did not trade in the period to February 27, 1997. CTI
was incorporated by the BBC on May 9, 1996 and did not trade in the period to
February 27, 1997. On February 27, 1997, the assets and liabilities of Home
Service were transferred to CTI. On February 28, 1997 CTI was acquired by the
Company. During the period between August 27, 1996 and February 27, 1997
Castle Transmission did not trade and received no income and incurred no
expenditure. Accordingly the first consolidated profit and loss account for
Castle Transmission represents the trading of Castle Transmission for the
period from February 28, 1997 to March 31, 1997. CTF was incorporated
April 9, 1997.

The financial statements for the year ended March 31, 1996 and the period
from April 1, 1996 to February 27, 1997 represent the profit and loss
accounts, balance sheet, cash flow statements and reconciliations of movements
in corporate funding of Home Service. They have been prepared from the
separate financial records and management accounts of Home Service.

Home Service was charged a management fee by the BBC representing an
allocation of certain costs including pension, information technology,
occupancy and other administration costs which were incurred centrally by the
BBC but which were directly attributable to Home Service. Management believes
such allocation is reasonable. Such costs are based on the pension arrangement
and the cost structure of the BBC and are not necessarily representative of
such costs of Castle Transmission under separate ownership.

Home Service did not incur any costs in relation to financing as necessary
funding was provided from the BBC through the corporate funding account. No
interest is charged by the BBC on such funds because there is no debt at BBC
which is attributable to Home Service.

Home Service was not a separate legal entity and therefore was not directly
subject to taxation on its results. The BBC is a not-for-profit organisation
and is not subject to taxation except to the extent of activities undertaken
with the objective of making a profit, including all external activities
(principally site sharing and commercial projects). The tax charge
attributable to Home Service has been calculated as if Home Service were under
separate ownership since April 1, 1994 and as if all of its results of
operations were subject to normal taxation.

Redundancy costs were incurred by the BBC which related to Home Service
staff. The redundancy costs amounted to (Pounds)1.1m in 1996 and (Pounds)0.6m
in the period from April 1, 1996 to February 27, 1997. The redundancy
programmes were controlled by the BBC and the costs were not recharged to Home
Service. No adjustment has been made in the Home Service financial statements
for these costs because any costs incurred would have been reflected in the
cost base of Home Service, and as described in note 25 would have been off-set
by an increase in turnover from the BBC.

The consolidated financial statements for the two months ended February 27,
1997, for the three months ended June 30, 1997 and as of and for the six
months ended June 30, 1998 are unaudited; however, in the opinion

F-53

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

of all the directors, all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation have been made. Accounting
measurements at interim dates inherently involve greater reliance on estimates
than at year end. Operating results for the six month period ended June 30,
1998 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1998.

2 ACCOUNTING POLICIES

The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the financial
statements of Home Service and the consolidated financial statements of Castle
Transmission.

Basis of consolidation

The consolidated financial statements include the financial statements of
the Company and its subsidiaries made up to March 31, 1997 and December 31,
1997 after elimination of all significant inter-company accounts and
transactions. The acquisition method of accounting has been adopted. Under
this method, the results of subsidiaries acquired or disposed of in the period
are included in the consolidated profit and loss account from the date of
acquisition or up to the date of disposal.

Goodwill

Purchased goodwill on acquisitions (representing the excess of the fair
value of the consideration given over the fair value of the separable net
assets acquired) is capitalised and amortised over 20 years, the period over
which the Directors consider that the Group will derive economic benefits.

Tangible fixed assets and depreciation

Depreciation is provided to write off the cost or valuation less the
estimated residual value of tangible fixed assets by equal instalments over
their estimated useful economic lives as follows:

Land and buildings

HOME SERVICE CASTLE TRANSMISSION
-------------- -------------------

Freehold and long leasehold buildings... 50 years 50 years
Freehold and long leasehold improve-
ments.................................. 20 years 20 years
Short leasehold land and buildings...... Unexpired term Unexpired term
No depreciation is provided on freehold
land...................................

Plant and equipment

HOME SERVICE CASTLE TRANSMISSION
------------ -------------------

Transmitters and power plant............... 25 years 20 years
Electric and mechanical infrastructure..... 10-20 years 10-20 years
Other plant and machinery.................. 3-10 years 3-10 years
Computer equipment......................... 5 years 5 years
Motor vehicles............................. -- 3 years

Strategic spares, which comprise those spares that are vital to the
operation of the transmission system, are included in the capitalised value of
the asset to which they relate and are depreciated over the life of the asset.

Assets under construction are included within fixed assets. The associated
labour costs are capitalised using a predetermined labour rate, and any over
or under recoveries are recognised in the profit and loss account in the
period in which they arise.

F-54

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Foreign currencies

Transactions in foreign currencies are translated at the rate of exchange
ruling at the date of the transaction. Monetary assets and liabilities, to the
extent that they are denominated in foreign currency, are retranslated at the
rate of exchange ruling at the balance sheet date and gains or losses are
included in the profit and loss account.

Leases

Where the Company enters into a lease which entails taking substantially all
the risks and rewards of ownership of an asset, the lease is treated as a
"finance lease'. The asset is recorded in the balance sheet as a tangible
fixed asset and is depreciated over its useful life or term of the lease,
whichever is shorter. Future instalments under such leases, net of finance
charges, are included within creditors. Rentals payable are apportioned
between the finance element, which is charged to the profit and loss account,
and the capital element which reduces the outstanding obligation for future
instalments.

Operating lease rentals are charged to the profit and loss account on a
straight line basis over the period of the lease.

Pensions

The pension costs charged in the period include costs incurred, at the
agreed employer's contribution rate. See note 20 for further details.

Stocks

Stocks held are general maintenance spares and manufacturing stocks. Stocks
are stated at the lower of weighted average cost and net realisable value.

Work in progress

For individual projects, the fees on account and project costs are recorded
in work in progress. When a project is complete, the project balances are
transferred to turnover and cost of sales as appropriate, and the net profit
is recognised. Where the payments on account are in excess of project costs,
these are recorded as payments on account.

Provision is made for any losses as soon as they are foreseen.

Taxation

The charge for taxation is based on the result for the period and takes into
account taxation deferred because of timing differences between the treatment
of certain items for taxation and accounting purposes. Provision is made for
deferred tax only to the extent that it is probable that an actual liability
will crystallise.

Turnover

Turnover represents the amounts (excluding value added tax) derived from the
provision of transmission and maintenance contracts, site sharing arrangements
and commercial projects. Revenue is recognised on the basis of contracts or as
services are provided to customers.

Issue costs

Costs incurred in raising funds are deducted from the amount raised and
amortised over the life of the debt facility on a constant yield basis.

F-55

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3 ANALYSIS OF TURNOVER

HOME SERVICE CASTLE TRANSMISSION
------------------------ ------------------------------
PERIOD FROM PERIOD FROM
APRIL 1, PERIOD FROM APRIL 1,
YEAR ENDED 1996 TO FEBRUARY 28, 1997 1997 TO
MARCH 31, FEBRUARY 27, TO MARCH 31, DECEMBER 31,
1996 1997 1997 1997
----------- ------------ ----------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

BY ACTIVITY
BBC..................... 45,704 49,903 3,982 35,640
Other--non BBC.......... 24,663 20,711 2,451 21,112
------ ------ ----- ------
70,367 70,614 6,433 56,752
====== ====== ===== ======

4 STAFF NUMBERS AND COSTS

The average number of persons employed by the Group (including directors)
during the period, analysed by category was as follows:

Operational staff....... 381 357 313 289
Project staff........... 154 125 108 97
Management, finance,
personnel and other
support services....... 53 70 69 89
------ ------ ----- ------
588 552 490 475
====== ====== ===== ======

The aggregate payroll costs of these persons were as follows:

Wages and salaries...... 15,517 14,579 1,189 12,087
Social security costs... 1,159 1,061 76 768
Other pension costs..... 521 491 156 1,490
------ ------ ----- ------
17,197 16,131 1,421 14,345
====== ====== ===== ======

F-56

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5 PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION

HOME SERVICE CASTLE TRANSMISSION
------------------------- ------------------------------
PERIOD FROM PERIOD FROM
APRIL 1, PERIOD FROM APRIL 1,
YEARS ENDED 1996 TO FEBRUARY 28, 1997 1997 TO
MARCH 31, FEBRUARY 27, TO MARCH 31, DECEMBER 31,
1996 1997 1997 1997
----------- ------------- ----------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

PROFIT (LOSS) ON
ORDINARY ACTIVITIES
BEFORE TAXATION IS
STATED AFTER CHARGING:
Depreciation and other
amounts written off
tangible fixed assets:
Owned................... 12,835 13,038 1,624 14,953
Leased.................. -- -- -- 147
Goodwill amortisation... -- -- 195 1,754
Hire of plant and ma-
chinery--rentals pay-
able under operating
leases................. 112 53 79
Hire of other assets--
under operating
leases................. 396 36 530
====== ====== ===== ======

The information in respect of hire of plant and machinery and other assets
under operating leases is not available for the year ended March 31, 1996.

6 REMUNERATION OF DIRECTORS

There were no directors of Home Service.

The directors of Castle Transmission received no emoluments for the period
February 28, 1997 to March 31, 1997 and (Pounds)277,000 for the period April
1, 1997 to December 31, 1997. The amounts paid to third parties in respect of
directors' services were (Pounds)2,000 for the period from February 28, 1997
to March 31, 1997 and (Pounds)23,000 for the period from April 1, 1997 to
December 31, 1997.

The aggregate emoluments of the highest paid director were (Pounds)170,000.
The highest paid director is not a member of any Group pension scheme.

Pension entitlements

On retirement the directors participating in the Group defined benefit
scheme are entitled to 1/60th of their final pensionable salary for each year
of service.

F-57

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7 INTEREST PAYABLE AND SIMILAR CHARGES

HOME SERVICE CASTLE TRANSMISSION
---------------------------- ------------------------------
PERIOD FROM
PERIOD FROM PERIOD FROM APRIL 1,
YEAR ENDED APRIL 1, 1996 TO FEBRUARY 28, 1997 1997 TO
MARCH 31, FEBRUARY 27, TO MARCH 31, DECEMBER 31,
1996 1997 1997 1997
----------- ---------------- ----------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

On bank loans and over-
drafts................. -- -- 934 3,315
On all other loans...... -- -- -- 6,934
Finance charges payable
in respect of finance
leases and hire pur-
chase contracts........ -- -- -- 28
Finance charges
amortised in respect of
bank loans (see note
14).................... -- -- 35 2,087
Finance charges
amortised in respect of
the Bonds.............. -- -- -- 55
--- --- --- ------
-- -- 969 12,419
=== === === ======

8 TAXATION

Home Service

There is no tax charge in respect of the results of Home Service for the
year ended March 31, 1996 or for the period from April 1, 1996 to February 27,
1997. As a separate legal entity subject to normal taxation, Home Service
would have capital allowances available as discussed below which would result
in taxable losses for all periods. Deferred tax assets have not been
recognised on such tax losses as management has concluded that it is not
likely that the deferred tax asset would be realised.

Castle Transmission

There is no tax charge in respect of the period from February 28, 1997 to
March 31, 1997 and April 1, 1997 to December 31, 1997. Based on an agreement
with the Inland Revenue Service, Castle Transmission will have capital
allowances available on capital expenditure incurred by Home Service and the
BBC prior to the acquisition of approximately (Pounds)179 million. The
accelerated tax deductions associated with such capital allowances result in a
taxable loss for both periods. Deferred tax assets have not been recognised on
such tax losses as management has concluded that it is not likely that the
deferred tax asset would be realised based on the limited operating history of
Castle Transmission.

F-58

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9 INTANGIBLE ASSETS

Castle Transmission

AS AT AS AT
MARCH 31, DECEMBER 31,
1997 1997
----------- ------------
(Pounds)000 (Pounds)000

Goodwill
Cost
At beginning of period............................. -- 46,768
Arising on acquisition of Home Service............. 46,768 --
Adjustment to the allocation of fair value arising
on acquisition of Home Service (see notes 18 and
24)............................................... -- 1,237
------ ------
At end of the period............................... 46,768 48,005
====== ======
Amortisation
At beginning of period............................. -- 195
Charged in period.................................. 195 1,754
------ ------
At end of the period............................... 195 1,949
====== ======
Net book value
At end of the period............................... 46,573 46,056
====== ======

10 TANGIBLE FIXED ASSETS

Home Service

LAND AND PLANT AND COMPUTER ASSETS UNDER
BUILDINGS MACHINERY EQUIPMENT CONSTRUCTION TOTAL
----------- ----------- ----------- ------------ -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

(i) Year ended March 31,
1996
Cost or valuation
At April 1, 1995........ 26,789 178,205 1,337 22,309 228,640
Additions............... -- 111 40 17,928 18,079
Disposals............... -- -- (1,325) -- (1,325)
Transfers............... 474 13,354 -- (13,828) --
------ ------- ------ ------- -------
At March 31, 1996....... 27,263 191,670 52 26,409 245,394
------ ------- ------ ------- -------
Depreciation
At April 1, 1995........ 7,291 22,671 441 -- 30,403
Charge for period....... 819 12,008 8 -- 12,835
On disposal............. -- -- (436) -- (436)
------ ------- ------ ------- -------
At March 31, 1996....... 8,110 34,679 13 -- 42,802
------ ------- ------ ------- -------
Net book value
At March 31, 1996....... 19,153 156,991 39 26,409 202,592
====== ======= ====== ======= =======

F-59

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(ii) Period ended
February 27, 1997
Cost or valuation
At April 1, 1996........ 27,263 191,670 52 26,409 245,394
Additions............... -- 24 179 14,283 14,486
Disposals............... -- (1,816) -- (1,718) (3,534)
Transfers............... 2,585 23,972 252 (26,809) --
Transfer between
business units......... 10,824 (2,061) (4) 612 9,371
------ ------- --- ------- -------
At February 27, 1997.... 40,672 211,789 479 12,777 265,717
------ ------- --- ------- -------
Depreciation
At April 1, 1996........ 8,110 34,679 13 -- 42,802
Charge for period....... 807 12,158 73 -- 13,038
On disposal............. -- (1,816) -- -- (1,816)
Transfers............... 46 (108) 62 -- --
Transfers between
business units......... 2,185 (137) (1) -- 2,047
------ ------- --- ------- -------
At February 27, 1997.... 11,148 44,776 147 -- 56,071
------ ------- --- ------- -------
Net book value
At February 27, 1997.... 29,524 167,013 332 12,777 209,646
====== ======= === ======= =======

The transfers between business units reflect transactions made between the
predecessor business and other business units of the BBC, in preparation for
the sale of Home Service. These include the transfer of the head office at
Warwick into the books of Home Service prior to the sale.

Castle Transmission

(i) Period ended March
31, 1997
Cost
On acquisition.......... 30,373 163,556 332 12,777 207,038
Additions............... -- 56 -- 692 748
Transfers............... 17 59 -- (76) --
------ ------- --- ------- -------
At March 31, 1997....... 30,390 163,671 332 13,393 207,786
------ ------- --- ------- -------
Depreciation
On acquisition.......... -- -- -- -- --
Charge for period....... 86 1,529 9 -- 1,624
------ ------- --- ------- -------
At March 31, 1997....... 86 1,529 9 -- 1,624
------ ------- --- ------- -------
Net book value
At March 31, 1997....... 30,304 162,142 323 13,393 206,162
====== ======= === ======= =======
(ii) Period ended
December 31, 1997
Cost
At April 1, 1997........ 30,390 163,671 332 13,393 207,786
Addition................ 10 3,602 582 10,878 15,072
Transfers............... 651 12,772 -- (13,423) --
------ ------- --- ------- -------
At December 31, 1997.... 31,051 180,045 914 10,848 222,858
------ ------- --- ------- -------
Depreciation
At April 1, 1997........ 86 1,529 9 -- 1,624
Charge for period....... 847 13,975 278 -- 15,100
------ ------- --- ------- -------
At December 31, 1997.... 933 15,504 287 -- 16,724
------ ------- --- ------- -------
Net book value
At December 31, 1997.... 30,118 164,541 627 10,848 206,134
====== ======= === ======= =======

F-60

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The net book value of land and buildings comprises:

HOME SERVICE CASTLE TRANSMISSION
------------ ----------------------------
AT MARCH 31, AT MARCH 31, AT DECEMBER 31,
1996 1997 1997
------------ ------------ ---------------
(Pounds)000 (Pounds)000 (Pounds)000

Freehold........................... 16,268 21,558 21,375
Long leasehold..................... 1,540 7,468 7,472
Short leasehold.................... 1,345 1,278 1,271
------ ------ ------
19,153 30,304 30,118
====== ====== ======

Included within fixed assets are the following assets held under finance
leases:

Motor vehicles..................... -- -- 270
Computer equipment................. -- -- 441
--- --- ---
-- -- 711
=== === ===

11 STOCKS

HOME SERVICE CASTLE TRANSMISSION
------------ ----------------------------------------
AT MARCH 31, AT MARCH 31, AT DECEMBER 31, AT JUNE 30,
1996 1997 1997 1998
------------ ------------ --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Work in progress (see
note 13)............... -- -- 274 1,159
Spares and manufacturing
stocks................. 1,750 807 1,066 834
----- --- ----- -----
1,750 807 1,340 1,993
===== === ===== =====

12 DEBTORS

Trade debtors..................... 3,780 7,503 10,250
Other debtors..................... 212 2,259 2,200
Prepayments and accrued income.... 722 582 780
----- ------ ------
4,714 10,344 13,230
===== ====== ======

13 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Payments on account.............. 426 347 --
Obligations under finance leases
and hire purchase contracts..... -- -- 490
Trade creditors.................. 872 4,123 1,916
Other creditors.................. -- 1,519 2,153
Accruals and deferred income..... 5,329 8,831 24,580
----- ------ ------
6,627 14,820 29,139
===== ====== ======

F-61

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Payments on account (and work in progress) relate to commercial projects and
are shown net in the financial statements. The gross billings amount to
(Pounds)3,222,000 in 1996, (Pounds)3,836,000 in March 1997 and
(Pounds)2,458,000 in December 1997. The related gross costs amounted to
(Pounds)2,796,000 in 1996, (Pounds)3,489,000 in March 1997 and
(Pounds)2,732,000 in December 1997.

14 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

CASTLE TRANSMISSION
----------------------------------------
AT MARCH 31, AT DECEMBER 31, AT JUNE 30,
1997 1997 1998
------------ --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Guaranteed Bonds.................. -- 120,582 120,715
Bank loans and overdrafts......... 154,358 22,945 28,064
Obligations under finance leases
and hire purchase contracts...... -- 221 470
------- ------- -------
154,358 143,748 149,249
======= ======= =======
Debts can be analysed as falling
due:
in one year or less, or on de-
mand............................. -- --
between one and two years......... 7,244 59
between two and five years........ 29,160 162
in five years or more............. 117,954 143,527
------- -------
154,358 143,748
======= =======

On May 21, 1997, CTF issued and Castle Transmission guaranteed,
(Pounds)125,000,000 9 percent Guaranteed Bonds due 2007 (the "Guaranteed
Bonds"). The Guaranteed Bonds are redeemable at their principal amount, unless
previously redeemed or purchased and cancelled, on March 30, 2007.

The Guaranteed Bonds may be redeemed in whole but not in part, at the option
of CTF, at their principal amount plus accrued interest if, as a result of
certain changes in the laws and regulations of the United Kingdom, CTF or
Castle Transmission becomes obliged to pay additional amounts.

The Guaranteed Bonds may be redeemed in whole or in part, at the option of
CTF, at any time at the higher of their principal amount and such a price as
will provide a gross redemption yield 0.50 percent per annum above the gross
redemption yield on the benchmark gilt plus (in either case) accrued interest.

Bondholders may, in certain circumstances including but not limited to a
change in control of CTF, or the early termination of the agreement between
CTI and the BBC relating to the domestic analogue transmission of radio and
television programmes by CTI, require the Guaranteed Bonds to be redeemed at
101 percent of their principal amount plus accrued interest.

The Guaranteed Bonds were issued at an issue price of 99.161 percent. The
Guaranteed Bonds are shown net of unamortised discount and issue costs.
Interest accrues from the date of issue and is payable in arrears on March 30
each year commencing March 30, 1998.

On February 28, 1997 the Group entered into term and revolving loan
facilities with a syndicate of banks. There are three facilities. Facility A
and Facility B are (Pounds)122,500,000 and (Pounds)35,000,000 term loan
facilities. Facility A is repayable in instalments, the last of which is due
in June 2004, and Facility B is repayable in two instalments in December 2004
and June 2005. These facilities were made available to finance the amount owed
to the BBC on the acquisition of the Home Service transmission business and
were drawn down in full on February 28, 1997.

F-62

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The third facility, Facility C, is a (Pounds)5,000,000 revolving loan
facility maturing in June 2005 under which advances are to be made to the
Group to finance its working capital requirements and for general corporate
purposes. This facility was undrawn at March 31, 1997.

Borrowings under the facilities are secured by fixed and floating charges
over substantially all of the assets and undertakings of the Group and bear
interest at 2.25 percent above LIBOR for Facility B and between 0.875 percent
and 1.75 percent above LIBOR (depending on the annualised debt coverage and
the outstanding percentage of the facilities) for Facilities A and C.

The net proceeds of the Guaranteed Bonds were used to repay substantially
all of the amounts outstanding under Facilities A, B and C. The remaining
balance of Facilities A, B and C was replaced by a (Pounds)64,000,000
revolving loan facility maturing in May 2002 (the "New Facility"), under which
advances will be made to CTI to finance its working capital requirements and
finance capital expenditures in respect of Digital Terrestrial Television.

Borrowings under the New Facility are secured by fixed and floating charges
over substantially all of the assets and undertakings of Castle Transmission
and bear interest at LIBOR plus the applicable margin plus cost rate.

Included within bank loans and overdrafts is an amount of (Pounds)3,142,000
at March 31, 1997 and (Pounds)1,055,000 at December 31, 1997 representing
finance costs deferred to future accounting periods in accordance with FRS4.
As a result of the issuance of the Guaranteed Bonds and the New Facility, the
remaining deferred financing costs of (Pounds)1,930,000, relating to
Facilities A, B and C were charged to the profit and loss account during the
period from April 1, 1997 to December 31, 1997.

15 PROVISION FOR LIABILITIES AND CHARGES

CASTLE TRANSMISSION
----------------------------
AT MARCH 31, AT DECEMBER 31,
1997 1997
------------ ---------------
(Pounds)000 (Pounds)000

On acquisition/at the start of the period.......... 1,723 1,723
Fair value adjustments (see note 24)............... -- 1,016
Established in the period (see below).............. -- 417
Utilised in the period............................. -- (999)
----- -----
At the end of the period........................... 1,723 2,157
===== =====

Home Service did not make any provisions for liabilities and charges. On the
acquisition by Castle Transmission, a provision was established for costs
associated with the split of the BBC transmission business between Home
Service and World Service comprising redundancy costs and costs relating to
the relocation and reorganisation of shared sites. No payments or additional
provisions were made in the one month period and the balance on acquisition
and at March 31, 1997 was (Pounds)1,723,000.

As a result of the completion of the fair value exercise this provision was
reduced by (Pounds)234,000 and a further provision was made of
(Pounds)1,250,000 in respect of a contingent liability for wind loading fees
that existed at February 27, 1997. See notes 18 and 24 for further details.

A further provision of (Pounds)417,000, in respect of these wind loading
fees, was charged to the profit and loss account during the period from April
1, 1997 to December 31, 1997.

F-63

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

16 SHARE CAPITAL

AT MARCH 31, AT DECEMBER 31,
1997 1997 AT MARCH 31, AT DECEMBER 31,
NUMBER OF NUMBER OF 1997 1997
SHARES SHARES (Pounds)000 (Pounds)000
-------------- --------------- ------------ ---------------

Authorised
Equity: Ordinary Shares
of 1 pence each........ 11,477,290 11,477,290 115 115
Non-equity: Redeemable
Preference Shares of 1
pence each............. 11,465,812,710 11,465,812,710 114,658 114,658
-------------- -------------- ------- -------
11,477,290,000 11,477,290,000 114,773 114,773
============== ============== ======= =======
Allotted, called up and
fully paid
Equity: Ordinary Shares
of 1 pence each........ 10,234,790 10,289,790 102 103
Non-equity: Redeemable
Preference Shares of 1
pence each............. 10,224,555,210 10,279,500,210 102,246 102,795
-------------- -------------- ------- -------
10,234,790,000 10,289,790,000 102,348 102,898
============== ============== ======= =======

On incorporation the Company had an authorised share capital of 100 Ordinary
Shares of (Pounds)1 each of which 1 share was allotted, called up and fully
paid.

On January 23, 1997, the 100 issued and unissued Ordinary Shares of
(Pounds)1 each were subdivided into Ordinary Shares of 1 pence each and the
authorised share capital of the Company was increased to (Pounds)114,772,900
by the creation of 11,467,290 additional Ordinary Shares of 1 pence each and
by the creation of 11,465,812,710 Redeemable Preference Shares of 1 pence
each.

On February 28, 1997 the Company issued for cash 10,234,690 Ordinary Shares
of 1 pence each at par and 10,224,555,210 Redeemable Preference Shares of 1
pence each at par.

On September 19, 1997 a further 55,000 Ordinary Shares of 1 pence each and
54,945,000 Redeemable Preference Shares of 1 pence each were issued at par for
cash. These shares were issued to certain members of the management team.
Management believes that this sale price reflects the fair value of the shares
at that date.

The Redeemable Preference Shares are redeemable on December 31, 2050. The
Company may also redeem any number of Redeemable Preference Shares at any time
by giving at least two business days' notice in writing to the holders. In
addition, the Company shall redeem in full all the Redeemable Preference
Shares on or before the earlier or any listing or sale of 87.5 percent or more
of the issued share capital. No premium is payable on redemption.

The holders of the Redeemable Preference Shares are entitled to receive a
dividend in respect of periods from January 1, 2004 at a rate of 5 percent per
annum. Dividends shall accrue on a daily basis and shall, unless the Company
is prohibited from paying dividends by the Companies Act 1985 or is not
permitted by any financing agreement to which it is a party to pay such
dividend, become a debt due from and payable to the holders of the Redeemable
Preference Shares on January 1 of each year beginning January 1, 2005.

In accordance with FRS4: Capital Instruments, a finance cost has been
calculated to result in a constant rate of return over the period and carrying
amount for these Redeemable Preference Shares and has been included in the
profit and loss account as an appropriation.

F-64

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

On a winding up of the Company, the holders of the Redeemable Preference
Shares would be entitled, in priority to any payment to the holders of the
Ordinary Shares, to receive an amount equal to the nominal amount paid up on
each Redeemable Preference Share together with all arrears and accruals of the
preferential dividend payable thereon, whether or not such dividend has become
due and payable.

The holders of the Redeemable Preference Shares have no right to vote at any
general meeting of the Company.

At December 31, 1997 two of the shareholders held share warrants which
entitled them to a maximum of 772,500 Ordinary Shares and 771,727,500
Redeemable Preference Shares issued at par. These are subject to adjustment in
accordance with the conditions set out in the warrant instrument which relate
to any reorganisation of the Company's share capital. The rights under the
share warrants can be exercised by giving 7 days' notice to the Company. The
rights lapse on the earliest of the following dates: the date of a listing of
any part of the share capital on the Official List of the London Stock
Exchange or any other stock exchange; the date of any sale of 85 percent or
more of the issued share capital of the Company; the date on which the Company
goes into liquidation; and February 28, 2007.

17 RESERVES

CASTLE
TRANSMISSION
-----------------------------------
PERIOD FROM PERIOD FROM
FEBRUARY 28, 1997 APRIL 1, 1997 TO
TO MARCH 31, 1997 DECEMBER 31, 1997
----------------- -----------------
(Pounds)000 (Pounds)000

Profit and loss account
At the start of the period............. -- 325
Retained profit/(loss) for the period.. 7 (6,217)
Additional finance cost of non-equity
shares................................ 318 2,862
--- ------
At the end of the period............... 325 (3,030)
=== ======

18 ACQUISITION

On February 28, 1997 the Company acquired the entire share capital of CTI.
CTI had itself acquired the assets and liabilities of Home Service on February
27, 1997, with the intention of CTI's ensuing disposal to the Company.

As the two transactions were enacted for the purpose of the sale and
purchase of Home Service, a provisional fair value exercise was performed by
CTI on the acquisition of the trade and net assets of Home Service on 27
February 1997, giving rise to acquisition goodwill of (Pounds)39.6 million.

The fair value exercise was only provisional at March 31, 1997 as the
elapsed time had not been sufficient to form a final judgement on the fair
value adjustments. The fair value exercise has now been finalised and as a
result goodwill has been increased by (Pounds)1.2 million. See note 24.

The consideration paid for the acquisition of the shares of CTI by the
Company amounted to (Pounds)45 million plus fees of (Pounds)7.5 million.
(Pounds)7.2 million had been paid or accrued at March 31, 1997, which gave
rise to additional goodwill of (Pounds)7.5 million.

F-65

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In addition, the BBC was paid (Pounds)199 million by CTI as a repayment of
the loan made by the BBC on the transfer of the assets and liabilities of Home
Service. The total consideration paid by the Group amounted to (Pounds)244
million (excluding fees), which resulted in total goodwill in the Consolidated
Financial Statements of (Pounds)48 million. This goodwill has been capitalised
and will be written off over 20 years, the period over which the Directors
consider that the Group will derive economic benefits.

19 COMMITMENTS

(a) Capital commitments at the end of the financial period for which no
provision has been made, were as follows:

Contracted........................ 4,192 4,785 11,431
Authorised but not contracted..... 7,969 6,490 89,729
===== ===== ======

(b) Annual commitments under non-cancellable operating leases were as
follows:

CASTLE
TRANSMISSION
-----------------------
AT DECEMBER 31,
1997
-----------------------
LAND AND
BUILDINGS OTHER
----------- -----------
(Pounds)000 (Pounds)000

Operating leases which expire:
Within one year...................................... 90 159
In the second to fifth years inclusive............... 343 385
Over five years...................................... 235 --
--- ---
668 544
=== ===

20 PENSION SCHEME

Home Service

Home Service participated in a multi-employer pension scheme operated by the
BBC. The scheme is a defined benefit scheme whereby retirement benefits are
based on the employees' final remuneration and length of service and is funded
through a separate trustee administered scheme. Contributions to the scheme
are based on pension costs for all members of the scheme across the BBC and
are made in accordance with the recommendations of independent actuaries who
value the scheme at regular intervals, usually triennially. Pension scheme
assets are not apportioned between different parts of the BBC.

The pension rate charged to Home Service was 4.5 percent for the year ended
March 31, 1996 and for the period from April 1, 1996 to February 27, 1997.
This charge took into account the surplus shown by the last actuarial
valuation of the BBC scheme. Amounts charged were as follows: (Pounds)521,000
in 1996 and (Pounds)491,000 in the period from April 1, 1996 to February 27,
1997.

F-66

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Castle Transmission

The pension charge is not comparable between Home Service and Castle
Transmission due to the former having a reduced charge as a result of the
surplus in the BBC Pension scheme.

Under the terms of the sale agreement Castle Transmission was temporarily
participating in the BBC Pension scheme until July 31, 1997. From August 1,
1997 the Group was committed under the sale agreement to establish its own
pension scheme.

In respect of past service benefits, members were able to choose between
transferring past service benefits to the Group scheme or leaving them in the
BBC Pension scheme. To the extent that past service benefits were transferred,
the BBC Pension scheme made a full transfer payment to the Group scheme
calculated in accordance with the actuarial basis as set out in the sale
agreement.

The pension charge for the period from February 28, 1997 to March 31, 1997
included in the accounts represented contributions payable to the BBC Pension
scheme and amounted to (Pounds)156,000. Contributions are calculated at the
employers' contribution rate of 17.7 per cent of pensionable salary. The
contribution rate has been determined by a qualified actuary and is specified
in the sale agreement.

At August 1, 1997 Castle Transmission established its own pension scheme.
This is a defined benefit scheme and assets were transferred from the BBC
Pension scheme to the extent that members chose to transfer past benefits.
From August 1, the Castle Transmission Pension Scheme will be liable in
respect of future pension benefits. The pension charge for the period from
April 1, 1997 to December 31, 1997 was (Pounds)1,490,000.

There were no outstanding or prepaid contributions at either the beginning
or end of the financial periods.

The Group also established a defined contribution scheme which will have a
backdated start date of August 1, 1997. This scheme will be open to employees
joining the Group after March 1, 1997. The defined benefit scheme will not be
open to these employees. The pensionable charge for the period from April 1,
1997 to December 31, 1997 represents contributions under this scheme amounting
to (Pounds)nil.

21 RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS

HOME SERVICE CASTLE TRANSMISSION
--------------------------- ---------------------------------
PERIOD FROM PERIOD FROM PERIOD FROM
YEAR ENDED APRIL 1, 1996 FEBRUARY 28, 1997 APRIL 1, 1997
MARCH 31, TO FEBRUARY 27, TO MARCH 31, TO DECEMBER 31,
1996 1997 1997 1997
----------- --------------- ----------------- ---------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

Operating profit........ 7,785 14,002 1,245 8,776
Depreciation and
amortisation charge.... 12,835 13,038 1,819 16,854
(Increase)/Decrease in
stocks................. (678) 294 (2) (746)
Decrease/(Increase) in
debtors................ 2,571 (258) (5,372) (2,937)
Increase/(Decrease) in
creditors.............. 1,798 (649) 8,066 6,036
------ ------ ------ ------
Cash inflow from
operating activities... 24,311 26,427 5,756 27,983
====== ====== ====== ======

F-67

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

22 ANALYSIS OF CASH FLOWS FOR HEADINGS NOTED IN THE CASH FLOW STATEMENT

HOME SERVICE CASTLE TRANSMISSION
---------------------------- ---------------------------------
PERIOD FROM PERIOD FROM PERIOD FROM
YEAR ENDED APRIL 1, 1996 TO FEBRUARY 28, 1997 APRIL 1, 1997
MARCH 31, FEBRUARY 27, TO MARCH 31, TO DECEMBER 31,
1996 1997 1997 1997
----------- ---------------- ----------------- ---------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

RETURNS ON INVESTMENT
AND SERVICING OF
FINANCE
Interest received....... -- -- 49 242
Interest paid........... -- -- (934) (2,670)
------- ------- -------- --------
Net cash outflow for
returns on investment
and servicing of
finance................ -- -- (885) (2,428)
======= ======= ======== ========
CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENTS
Purchase of tangible
fixed assets........... (18,079) (21,810) (748) (14,361)
Proceeds on disposal of
tangible fixed assets.. 889 1,718 -- --
------- ------- -------- --------
Net cash outflow for
capital expenditure and
financial investments.. (17,190) (20,092) (748) (14,361)
======= ======= ======== ========
ACQUISITIONS AND
DISPOSALS
Purchase of subsidiary
undertaking (see note
24).................... -- -- (52,141) (307)
Amount paid to BBC on
acquisition............ -- -- (199,000) --
------- ------- -------- --------
Net cash outflow for
acquisition and
disposals.............. -- -- (251,141) (307)
======= ======= ======== ========
FINANCING
Issue of shares......... -- -- 102,348 550
Increase/(decrease) in
corporate funding...... (7,121) (6,335) -- --
Debt due beyond a year:
Facility A (net of issue
costs)................. -- -- 120,056 --
Facility B (net of issue
costs)................. -- -- 34,302 --
Repayment of Facility A
and B.................. -- -- -- (157,500)
New Facility............ -- -- -- 24,000
Guaranteed Bonds........ -- -- -- 120,527
------- ------- -------- --------
Net cash
inflow/(outflow) from
financing.............. (7,121) (6,335) 256,706 (12,423)
======= ======= ======== ========

23 ANALYSIS OF NET DEBT DUE AFTER ONE YEAR

OTHER
AT FEBRUARY 27, NON-CASH AT MARCH 31,
1997 CASHFLOW CHANGES 1997
--------------- ----------- ----------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

Cash at bank and in
hand................... -- 9,688 -- 9,688
Debt due after 1 year... -- (154,358) -- (154,358)
--- -------- --- --------
-- (144,670) -- (144,670)
=== ======== === ========

OTHER
AT MARCH 31, NON-CASH AT DECEMBER 31,
1997 CASHFLOW CHANGES 1997
------------ ----------- ----------- ---------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

Cash at bank and in
hand................... 9,688 (1,536) -- 8,152
Finance leases.......... -- -- (711) (711)
Debt due after 1 year... (154,358) 12,973 (2,142) (143,527)
-------- ------ ------ --------
(144,670) 11,437 (2,853) (136,086)
======== ====== ====== ========

F-68

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

24 PURCHASE OF SUBSIDIARY UNDERTAKING

AT MARCH 31, FAIR VALUE AT DECEMBER 31,
1997 ADJUSTMENTS 1997
------------ ----------- ---------------
(Pounds)000 (Pounds)000 (Pounds)000

Net assets acquired:
Tangible fixed assets........... 207,038 -- 207,038
Stocks.......................... 119 134 253
Debtors......................... 4,972 (97) 4,875
Creditors--trade................ (6,033) 49 (5,984)
--owed to BBC on
acquisition............... (199,000) -- (199,000)
Provisions (see note 15)........ (1,723) (1,016) (2,739)
-------- ------ --------
Adjusted net assets acquired.... 5,373 (930) 4,443
Goodwill........................ 46,768 1,237 48,005
-------- ------ --------
Cost of acquisition including
related fees................... 52,141 307 52,448
======== ====== ========
Satisfied by:
Cash............................ 52,141 307 52,448
======== ====== ========

The total consideration paid by Castle Transmission included the assumption
and subsequent repayment of (Pounds)199 million paid to the BBC, see note 18.

Fair value adjustments

The fair value adjustments result from the completion of the fair value
exercise performed by CTI on the acquisition of Home Service and the under
accrual of fees by the Company, in relation to the acquisition of CTI, at
March 31, 1997. The (Pounds)1,237,000 increase in goodwill relates
predominantly to the provision of (Pounds)1,250,000 in respect of a dispute
over wind loading fees. This dispute was an existing contingent liability at
the date of acquisition and consequently provision has been made against the
fair value of the assets and liabilities of Home Service at February 27, 1998.

25 RELATED PARTY DISCLOSURES

Home Service

Throughout the year ended March, 31 1996 and the period from April 1, 1996
to February 27, 1997, Home Service entered into a number of transactions with
other parts of the BBC. Substantially all of these transactions are exempt
from the disclosure provisions of FRS 8 "Related Party Disclosures" as they
have been undertaken between different parts of the BBC, and are eliminated in
the consolidated accounts of the BBC. However, brief details of the nature of
these transactions are set out below.

The majority of Home Service's income arises from trading with other parts
of the BBC. Prices are set at BBC group level on the basis of cost budgets
prepared by Home Service. The aggregate value of such sales in each of the
years covered by the combined financial statements is given in Note 3.

Administrative costs include expenses re-charged to Home Service by the BBC.
These re-charges related to costs incurred centrally in respect of pension,
information technology, occupancy and other administration costs. These
charges amounted to (Pounds)5.8 million in 1996 and (Pounds)1.2 million in the
period between April 1, 1996 and February 27, 1997. The reduced charge for the
period to February 27, 1997 is a result of more functions being carried out by
employees of Home Service in preparation for the change to a stand alone
entity.

F-69

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In addition, re-charges were also made for distribution costs relating to
telecommunication links between the BBC and the transmitting stations and
these were then internally re-charged to other parts of the BBC. The charges
amounted to (Pounds)5.6 million in 1996 and (Pounds)6.4 million in the period
between April 1, 1996 and February 27, 1997.

Castle Transmission

The Shareholders of Castle Transmission are:

Crown Castle International Corp. ("CCIC", formerly Castle Tower Holding
Corp.), Candover Investments plc and funds managed by it ("Candover"),
TeleDiffusion de France International S.A ("TdF") and Berkshire Partners LLC
and funds managed by it ("Berkshire"). They are considered to be related
parties as they are the consortium who own 99 percent of the shares of the
Company.

Castle Transmission paid fees to shareholders in respect of expenses
incurred during the acquisition and success fees. Castle Transmission also has
management agreements with CCIC (for commercial and financial advice and
training and consultancy) and TdF (for technical advice and consulting), these
agreements run for five years from February 28, 1997. Fees are payable on the
basis of an annual fee for agreed services provided to Castle Transmission,
together with fees on a commercial arm's length basis for any additional
services provided. In addition Castle Transmission has agreed to reimburse
shareholders' expenses in relation to attendance at board meetings. The
amounts paid and accrued by the Company during the period were as follows:

TOTAL AMOUNTS
PAYABLE AT
AMOUNTS AMOUNTS AMOUNTS MARCH 31,
RELATED PARTY EXPENSED CAPITALISED PAID 1997
------------- ----------- ----------- ----------- -------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

CCIC....................... 20 1,763 1,763 20
Candover................... 1 244 244 1
TdF........................ -- 129 -- 129
Berkshire.................. 1 315 316 --
--- ----- ----- ---
22 2,451 2,323 150
=== ===== ===== ===

TOTAL AMOUNTS TOTAL AMOUNTS
PAYABLE AT PAYABLE AT
MARCH 31, AMOUNTS AMOUNTS AMOUNTS DECEMBER 31,
RELATED PARTY 1997 EXPENSED CAPITALISED PAID 1997
------------- ------------- ----------- ----------- ----------- -------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

CCIC.................... 20 253 -- 246 27
Candover................ 1 16 -- 13 4
TdF..................... 129 -- -- 129 --
Berkshire............... -- 55 -- 43 12
--- --- --- --- ---
150 324 -- 431 43
=== === === === ===

Ongoing BBC relationship

At the time of the acquisition of Home Service, Castle Transmission entered
into a ten year transmission contract with the BBC for the provision of
domestic terrestrial analogue television and radio transmission services
expiring on March 31, 2007. Thereafter, the contract continues until
terminated by twelve months notice by either party on March 31 in any contract
year from and including March 31, 2007. It may also be terminated early if
certain conditions are met.

F-70

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THF BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The contract provides for charges of approximately (Pounds)46 million to be
payable by the BBC to Castle Transmission for the year to March 31, 1998.
Castle Transmission's charges for subsequent years of the contract are largely
determined by a formula which escalates the majority of the charges by a
factor which is 1% below the rate of increase in the Retail Price Index over
the previous calendar year. Those elements of the charges which are subject to
the escalation formula for the contract year commencing April 1, 1998 amount
to approximately (Pounds)46 million.

26 POST BALANCE SHEET EVENTS

On January 23, 1998, the Board of Directors adopted: (i) the All Employee
Share Option Scheme; (ii) the Management Share Option Scheme; and (iii)
individual share option arrangements for certain directors of the Company.

The All Employee Share Option Scheme provides for an unlimited number of
shares to be granted to all employees of the Company. The Board may select any
number of individuals to apply for the grant of an option. Not later than
thirty days following the date by which an application must be made, the Board
may grant to each applicant the number of options specified in his
application. These options may be exercised at the earliest of the third
anniversary of the date of grant, in the event of a flotation or in the event
of a take-over, reconstruction, liquidation or option exchange as set out in
the Scheme rules. For options granted under this scheme the option price and
the number of shares will not change during the life of the option.

Under the terms of the Management Share Option Scheme and the individual
share option arrangements, share options may be granted to employees or
directors of the Company as determined by the Board of Directors up to a
maximum of 460,000 Ordinary Shares and 459,540,000 Redeemable Preference
Shares. Options will vest over periods of up to four years and have a maximum
term of up to nine years. For options over 223,333 Ordinary Shares and
223,110,000 Redeemable Preference Shares, the option price and the number of
shares will not change during the life of the option. The remaining options
are subject to certain performance criteria.

On January 23, 1998 and January 30, 1998 the Company granted options to
purchase an aggregate of 460,000 Ordinary Shares and 459,540,000 Redeemable
Preference Shares under the terms of the individual share option arrangements
and the Management Share Option Scheme, respectively. The weighted average
price for such options is 1.16 pence for Ordinary Shares and 1.16 pence for
Redeemable Preference Shares. The weighted average vesting period for such
options is 1.13 years. Any accounting charge resulting from a difference
between the fair value of the rights to the shares at the date of grant and
the amount of consideration to be paid for the shares will be charged to the
profit and loss account in the year to December 31, 1998 and subsequent years
according to the vesting provisions of the arrangements. Where the options are
subject to performance criteria, the amount initially recognised will be based
on a reasonable expectation of the extent to which these criteria will be met
and will be subject to subsequent adjustments as necessary to deal with
changes in the probability of performance criteria being met.

Update of post balance sheet events (Unaudited)

On March 23, 1998, the Company granted options to purchase an aggregate of
40,750 Ordinary Shares and 40,709,250 Redeemable Preference Shares under the
terms of the All Employee Share Option Scheme. The price for such options is
1.00 pence for both Ordinary Shares and Redeemable Preference Shares. The
vesting period for such options is three years.

The accounting charge related to share options included within the unaudited
consolidated financial statements for the six months ended June 30, 1998 is
(Pounds) 1,935,000.

F-71

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

On April 23, 1998, the Board of Directors adopted share option arrangements
for certain individuals. On that same date, the Company granted options to
purchase 60,000 Ordinary Shares and 59,940,000 Redeemable Preference Shares
under the terms of such share option arrangements. These options will vest
over a period of four years and have a maximum term of six years. The weighted
average price of such options is 1.75 pence for both Ordinary Shares and
Redeemable Preference Shares. The weighted average vesting period for such
options is two years.

27 SUMMARY OF DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance
with UK GAAP, which differ in certain respects from US GAAP. The differences
that affect Home Service and Castle Transmission are set out below:

(A) TANGIBLE FIXED ASSETS

During 1993 Home Service revalued upwards its investments in certain
identifiable tangible fixed assets. Such upward revaluation is not permissible
under US GAAP. Rather, depreciated historical cost must be used in financial
statements prepared in accordance with US GAAP.

In the period between April 1, 1996 and February 27, 1997 there were a
number of transfers of fixed assets to and from other parts of the BBC as
explained in note 10. For US GAAP purposes these transfers have been accounted
for under the as-if-pooling-of-interests method for transactions between
entities under common control.

(B) DEFERRED TAXATION

Under UK GAAP, deferred taxes are accounted for to the extent that it is
considered probable that a liability or asset will crystallise in the
foreseeable future. Under US GAAP, deferred taxes are accounted for on all
timing differences and a valuation allowance is established in respect of
those deferred tax assets where it is more likely than not that some portion
will remain unrealised. Deferred tax also arises in relation to the tax effect
of other US GAAP adjustments.

The Group accounts for costs of pensions under the rules set out in the UK
accounting standards. US GAAP is more prescriptive in respect of actuarial
assumptions and the allocation of costs to accounting periods.

(D) CAPITALISED INTEREST

Under US GAAP, interest incurred during the construction periods of tangible
fixed assets is capitalised and depreciated over the life of the assets.

(E) REDEEMABLE PREFERENCE SHARES

Under UK GAAP, preference shares with mandatory redemption features or
redeemable at the option of the security holder are classified as a component
of total shareholders' funds. US GAAP requires such redeemable preference
shares to be classified outside of shareholders' funds.

F-72

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THF BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(F) CASH FLOW STATEMENT

Under US GAAP various items would be reclassified within the consolidated
cash flow statement. In particular, interest received, interest paid and
taxation would be part of net cash flows from operating activities, and
dividends paid would be included within net cash flow from financing. In
addition, under US GAAP, acquisitions and disposals would be included as
investing activities.

Movements in those current investments which are included under the heading
of cash under US GAAP form part of the movements entitled "Management of liquid
resources" in the consolidated cash flow statements.

Summary combined statements of cash flows for Castle Transmission prepared in
accordance with US GAAP are set out below:

HOME SERVICE CASTLE TRANSMISSION
---------------------------------------- ----------------------------------------------------
TWO PERIOD FROM THREE SIX
YEAR PERIOD FROM MONTHS FEBRUARY 28, MONTHS PERIOD FROM MONTHS
ENDED APRIL 1, 1996 ENDED 1997 ENDED APRIL 1, 1997 ENDED
MARCH 31, TO FEBRUARY 27, FEBRUARY 27, TO MARCH 31, JUNE 30, TO DECEMBER 31, JUNE 30,
1996 1997 1997 1997 1997 1997 1998
----------- --------------- ------------ ------------ ----------- --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Net cash provided by
operating activities... 24,311 28,146 5,161 4,871 7,169 25,555 19,294
Net cash used by
investing activities... (17,190) (21,811) (711) (52,889) (4,114) (14,668) (22,522)
Net cash (used)/provided
by financing
activities............. (7,121) (6,335) (4,450) 57,706 (6,792) (12,423) 4,543
------- ------- ------ ------- ------- ------- -------
Net increase/(decrease)
in cash and cash
equivalents............ -- -- -- 9,688 (3,737) (1,536) 1,315
Cash and cash
equivalents at
beginning of period.... -- -- -- -- 9,688 9,688 8,152
------- ------- ------ ------- ------- ------- -------
Cash and cash
equivalents at end of
period................. -- -- -- 9,688 5,951 8,152 9,467
======= ======= ====== ======= ======= ======= =======

The following is a summary of the approximate effect on Home Service's and
Castle Transmission's net profit and corporate funding/shareholders' funds of
the application of US GAAP.

HOME SERVICE CASTLE TRANSMISSION
---------------------------------------- ---------------------------------------------------------
TWO THREE SIX
YEAR PERIOD FROM MONTHS PERIOD FROM MONTHS PERIOD FROM MONTHS
ENDED APRIL 1, 1996 ENDED FEBRUARY 28, 1997 ENDED APRIL 1, 1997 ENDED
MARCH 31, TO FEBRUARY 27, FEBRUARY 27, TO MARCH 31, JUNE 30, TO DECEMBER 31, JUNE 30,
1996 1997 1997 1997 1997 1997 1998
----------- --------------- ------------ ----------------- ----------- --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED) (UNAUDITED) (UNAUDITED)

Net profit/(loss) as
reported in the
profit and loss ac-
counts............... 7,785 14,002 2,697 325 (2,512) (3,355) (10)
US GAAP adjustments:
Depreciation
adjustment on
tangible fixed
assets............. 3,707 3,993 726 -- -- -- --
Pensions............ -- -- -- -- -- 65 78
Capitalised inter-
est................ -- -- -- 78 221 801 846
------ ------ ----- ---- ------ ------ ------
Net income/(loss)
under US GAAP........ 11,492 17,995 3,423 403 (2,291) (2,489) 914
Additional finance
cost of non-equity
shares............... -- -- -- (318) (954) (2,862) (1,974)
------ ------ ----- ---- ------ ------ ------
Net income/(loss)
attributable to
ordinary shareholders
under US GAAP........ 11,492 17,995 3,423 85 (3,245) (5,351) (1,060)
====== ====== ===== ==== ====== ====== ======

F-73

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

HOME SERVICE CASTLE TRANSMISSION
------------ ---------------------------------------
AT MARCH 31,
------------------------ AT DECEMBER 31, AT JUNE 30,
1996 1997 1997 1998
------------ ----------- --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Corporate
funding/shareholders'
funds as reported in
the balance sheets..... 202,429 102,673 99,868 101,793
US GAAP adjustments:
Depreciation adjust-
ment on tangible
fixed assets......... (35,945) -- -- --
Pensions.............. -- -- 65 143
Capitalised interest.. -- 78 879 1,725
Redeemable preference
shares (including ad-
ditional finance cost
of non-equity
shares).............. -- (102,564) (105,975) (107,949)
------- -------- -------- --------
Corporate
funding/shareholders'
funds/(deficit) under
US GAAP................ 166,484 187 (5,163) (4,288)
======= ======== ======== ========

F-74

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PRO-
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS
OR THE U.S. UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UN-
LAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMA-
TION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

------------------

TABLE OF CONTENTS

Page
----

Prospectus Summary....................................................... 1
Risk Factors............................................................. 17
Use of Proceeds.......................................................... 27
Dividend Policy.......................................................... 27
Dilution................................................................. 28
Capitalization........................................................... 30
Unaudited Pro Forma Condensed Consolidated Financial Statements.......... 31
Selected Financial and Other Data of CCIC................................ 37
Selected Financial and Other Data of Crown............................... 39
Selected Financial and Other Data of CTI................................. 40
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 42
Industry Background...................................................... 56
Business................................................................. 63
The Roll-Up.............................................................. 92
Management............................................................... 107
Certain Relationships and Related Transactions........................... 117
Principal and Selling Stockholders....................................... 120
Description of Capital Stock............................................. 124
Description of Certain Indebtedness...................................... 131
Shares Eligible for Future Sale.......................................... 135
Certain United States Federal Tax Consequences To Non-United States
Holders................................................................. 137
Underwriting............................................................. 139
Validity of Common Stock................................................. 143
Experts.................................................................. 143
Available Information.................................................... 144
Index to Financial Statements............................................ F-1

------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

31,250,000 SHARES

[LOGO OF CROWN CASTLE INTERNATIONAL CORP. APPEARS HERE]

CROWN CASTLE INTERNATIONAL CORP.

COMMON STOCK

------------------

PROSPECTUS
, 1998

------------------

LEHMAN BROTHERS

CREDIT SUISSE FIRST BOSTON

GOLDMAN, SACHS & CO.

SALOMON SMITH BARNEY

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PROSPECTUS Subject to Completion, dated August 11, 1998
[LOGO OF CROWN
CASTLE INTERNATIONAL
CORP. APPEARS HERE]
31,250,000 SHARES
CROWN CASTLE INTERNATIONAL CORP.
COMMON STOCK
-----------

Pursuant to a Share Exchange Agreement dated April 24, 1998, (i) all
shareholders of Castle Transmission Services (Holdings) Ltd ("CTSH") (other
than the Company, TeleDiffusion de France International S.A. ("TdF") and
Digital Future Investments B.V., which is an affiliate of TdF ("DFI")) will
exchange their shares of capital stock of CTSH for shares of Common Stock of
the Company and (ii) DFI will exchange its shares of capital stock of CTSH for
shares of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of the Company. The closing of the Offering is conditioned upon the
concurrent consummation of such exchanges and certain other transactions. See
"The Roll-Up".

The Company's common stock has been designated into two classes, consisting
of Common Stock and Class A Common Stock. Under the Company's Restated
Certificate of Incorporation (the "Certificate of Incorporation"), with respect
to matters on which the holders of the Company's common stock have the right to
vote, stockholder approval generally will require the affirmative vote of the
holders of a majority of the voting power of the Company, with the holders of
the Common Stock and the Class A Common Stock voting together as a single
class. However, certain specified actions will require the approval of the
holders of a majority of the Class A Common Stock. In addition, the holders of
the Class A Common Stock, voting as a separate class, will have the right to
elect up to two members of the Company's Board of Directors and will not vote
in the election of directors by the holders of the Company's other voting stock
entitled to vote in the election of directors. See "The Roll-Up" and
"Description of Capital Stock".

Prior to the Offering, there has been no public market for the Common Stock.
It is currently estimated that the initial public offering price per share will
be between $17.00 and $19.00. For information relating to the factors that will
be considered in determining the initial public offering price, see
"Underwriting". The Common Stock has been approved for listing on the Nasdaq
Stock Market's National Market ("NNM") under the symbol "TWRS".

-----------

SEE "RISK FACTORS" BEGINNING ON PAGE 17 HEREIN FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Stockholders
- --------------------------------------------------------------------------------

Per Share..................... $ $ $ $
- --------------------------------------------------------------------------------
Total(3)...................... $ $ $ $

(3) The Company and certain Selling Stockholders have granted the U.S.
Underwriters a 30-day option to purchase up to an aggregate of 4,687,500
additional shares of Common Stock on the same terms and conditions as set
forth herein, solely to cover over-allotments, if any. If such option is
exercised in full, the total Price to Public, Underwriting Discounts and
Commissions, Proceeds to Company and Proceeds to Selling Stockholders will
be , , and , respectively. See "Underwriting".
-----------
The shares of Common Stock offered by this Prospectus are offered by the
International Managers subject to prior sale, to withdrawal, cancellation, or
modification of the offer without notice, to delivery to and acceptance by the
International Managers and to certain further conditions. It is expected that
delivery of the shares will be made at the offices of Lehman Brothers Inc., New
York, New York, on or about , 1998.
-----------
LEHMAN BROTHERS
CREDIT SUISSE FIRST BOSTON
GOLDMAN SACHS INTERNATIONAL
SALOMON SMITH BARNEY
, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDERS OR THE INTERNATIONAL MANAGERS. THIS PROSPECTUS DOES NOT CONSTI-
TUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SO-
LICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPEC-
TUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IM-
PLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

-----------------

TABLE OF CONTENTS

Page
----

Prospectus Summary........................................................ 1
Risk Factors.............................................................. 17
Use of Proceeds........................................................... 27
Dividend Policy........................................................... 27
Dilution.................................................................. 28
Capitalization............................................................ 30
Unaudited Pro Forma Condensed Consolidated Financial Statements........... 31
Selected Financial and Other Data of CCIC................................. 37
Selected Financial and Other Data of Crown................................ 39
Selected Financial and Other Data of CTI.................................. 40
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 42
Industry Background....................................................... 56
Business.................................................................. 63
The Roll-Up............................................................... 92
Management................................................................ 107
Certain Relationships and Related Transactions............................ 117
Principal and Selling Stockholders........................................ 120
Description of Capital Stock.............................................. 124
Description of Certain Indebtedness....................................... 131
Shares Eligible for Future Sale........................................... 135
Certain United States Federal Tax Consequences To Non-United States
Holders.................................................................. 137
Underwriting.............................................................. 139
Validity of Common Stock.................................................. 143
Experts................................................................... 143
Available Information..................................................... 144
Index to Financial Statements............................................. F-1

-----------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

31,250,000 SHARES

[LOGO OF CROWN CASTLE INTERNATIONAL CORP. APPEARS HERE]

CROWN CASTLE INTERNATIONAL CORP.

COMMON STOCK

-----------------

PROSPECTUS
, 1998

-----------------

LEHMAN BROTHERS

CREDIT SUISSE FIRST BOSTON

GOLDMAN SACHS INTERNATIONAL

SALOMON SMITH BARNEY

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is a table of the registration fee for the Securities and
Exchange Commission, the filing fee for the National Association of Securities
Dealers, Inc., the listing fee for the Nasdaq Stock Market and estimates of
all other expenses to be incurred in connection with the issuance and
distribution of the securities described in the Registration Statement, other
than underwriting discounts and commissions:

SEC registration fee.......................................... $ 201,430
NASD filing fee............................................... 30,500
Nasdaq listing fee............................................ 95,000
Printing and engraving expenses............................... 700,000
Legal fees and expenses....................................... 1,150,000
Accounting fees and expenses.................................. 250,000
Transfer agent and registrar fees............................. 6,000
Miscellaneous................................................. 67,070
----------
Total....................................................... $2,500,000
==========

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware ("DGCL")
provides that a corporation has the power to indemnify any director or
officer, or former director or officer, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) against the expenses
(including attorney's fees), judgments, fines or amounts paid in settlement
actually and reasonably incurred by them in connection with the defense of any
action by reason of being or having been directors or officers, if such person
shall have acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided that such person had no reasonable
cause to believe his conduct was unlawful, except that, if such action shall
be in the right of the corporation, no such indemnification shall be provided
as to any claim, issue or matter as to which such person shall have been
judged to have been liable to the corporation unless and to the extent that
the Court of Chancery of the State of Delaware (the "Court of Chancery"), or
any court in such suit or action was brought, shall determine upon application
that, in view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnify for such expenses as such court shall
deem proper.

Accordingly, the Restated Certificate of Incorporation of the Company (filed
herewith as Exhibit 3.1) provide that the Company shall, to the maximum extent
permitted under the DGCL indemnify each person who is or was a director or
officer of the Company. The Company may, by action of the Board of Directors,
indemnify other employees and agents of the Corporation, directors, officers,
employees or agents of a subsidiary, and each person serving as a director,
officer, partner, member, employee or agent or another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, at the request of the Company, with the same scope and effect as
the indemnification of directors and officers of the Company. Notwithstanding
the foregoing, the Company shall be required to indemnify any person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors or is a proceeding to enforce such person's claim to
indemnification pursuant to the rights granted by the Restated Certificate of
Incorporation or otherwise by the Company. The Company may also enter into one
or more agreements with any person which provide for indemnification greater
or different than that provided in the Restated Certificate of Incorporation.

II-1

Furthermore, a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL, or (4) for any transaction from which
the director derived an improper personal benefit.

The Company's Bylaws provide that each person who was or is made a party or
is threatened to be made a party to or is involved in any manner in any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the
fact that he or she or a person of whom he or she is the legal representative
is or was a director or officer of the Company or, while a director or officer
of the Company, a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be indemnified and
held harmless by the Company to the fullest extent permitted by the DGCL. Such
indemnification shall continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Company shall indemnify any such
person seeking indemnification in connection with a Proceeding (or part
thereof) initiated by such person only if such Proceeding (or part thereof)
was authorized by the Board of Directors or is a Proceeding to enforce such
person's claim to indemnification pursuant to the rights granted by the
Company's Bylaws. The Company shall pay the expenses incurred by any person
described in the first two sentences of this paragraph in defending any such
Proceeding in advance of its final disposition upon, to the extent such an
undertaking is required by applicable law, receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Company
as authorized in the Company's Bylaws or otherwise.

The Company's Bylaws further provide that the indemnification and the
advancement of expenses incurred in defending a Proceeding prior to its final
disposition provided by, or granted pursuant to, the Company's Bylaws shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Restated Certificate of
Incorporation, other provision of the Company's Bylaws or otherwise.The
Company may also maintain insurance, at its expense, to protect itself and any
person who is or was a director, officer, partner, member, employee or agent
of the Company or a subsidiary or of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the DGCL.

The Company's Bylaws further provide that the Company may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Company the expenses incurred in
defending any Proceeding in advance of its final disposition, to any person
who is or was an employee or agent (other than a director or officer) of the
Company or a subsidiary thereof and to any person who is or was serving at the
request of the Company or a subsidiary thereof as a director, officer,
partner, member, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise, including
service with respect to employee benefit plans maintained or sponsored by the
Company or a subsidiary thereof, to the fullest extent of the provisions of
the Company's Bylaws with respect to the indemnification and advancement of
expenses of directors and officers of the Company.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In each of the sales described below, unless otherwise indicated, the
Company (or the relevant predecessor) relied on Section 4(2) of the Securities
Act of 1933 for exemption from registration. No brokers or underwriters were
used in connection with any of such sales. The recipients of securities in
each such transaction represented their intention to acquire the securities
for investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates, warrants and notes issued

II-2

in such transactions. All recipients had adequate access, through their
relationship with the Company, to information about the Company.

Through May 31, 1998, the Company had raised approximately $367.0 million
through private sales of debt and equity securities in a series of private
placements with various institutional and other accredited investors and
certain employees of the Company as described below.

CTC Investment. On January 11, 1995, CTC, a predecessor to CCIC, sold (i) to
Ted B. Miller, Jr. and Edward C. Hutcheson, Jr. (collectively, the "Initial
Stockholders") 1,350,000 shares of Class A Common Stock, par value $.01 per
share, of CTC for $270,000 and (ii) to Centennial Fund IV, Berkshire Fund III,
A Limited Partnership (via Berkshire Fund III Investment Corp.) and certain
trusts and natural persons that are now members of Berkshire Investors LLC
(collectively, the "Berkshire Fund III Group") and J. Landis Martin
(collectively, the "CTC Purchasers"), (A) 1,350,000 shares Class B Common
Stock, par value $.01 per share, of CTC for $270,000, (B) 730,380 shares of
Series A Convertible Preferred Stock, par value $.01 per share, of CTC for
$4,382,280 and (C) $3,867,720 principal amount of Convertible Secured
Subordinated Notes of CTC (the "CTC Notes") for $3,867,720. As of February
1997, all the CTC Notes had been converted into 644,620 shares of Series A
Convertible Preferred Stock of the Company. The proceeds received on January
11, 1995 were used by CTC for the acquisition of towers and ancillary assets
from PCI and for working capital.

Pursuant to a Securities Exchange Agreement (the "Securities Exchange
Agreement"), dated as of April 27, 1995, among the Company, CTC, the Initial
Stockholders and the CTC Purchasers, such parties effectively made CCIC the
holding company of CTC and converted some of the obligations of CTC into
capital stock of CCIC. Transactions pursuant to the Securities Exchange
Agreement included (i) Centennial Fund IV transferring 208,334 shares of CTC
Series A Convertible Preferred Stock to Berkshire Fund III Group in exchange
for $1,250,004 principal amount of CTC Notes, (ii) Berkshire Fund III Group
and J. Landis Martin converting all remaining CTC Notes held by them ($742,452
principal amount) into 123,742 shares of CTC Series A Convertible Preferred
Stock, (iii) each of the outstanding shares of capital stock of CTC being
exchanged for five shares of similar stock of CCIC and (iv) the remaining CTC
Notes ($3,125,268 principal amount) becoming convertible into shares of Series
A Convertible Preferred Stock (all of which CTC Notes were subsequently
converted in February 1997).

As a result of the exchange of CTC capital stock for CCIC capital stock,
each Initial Stockholder received 675,000 shares of Existing Class A Common
Stock, Centennial Fund IV received 1,080,000 shares of Common Stock and
145,789 shares of Series A Preferred Stock, Mr. Martin received 41,666 shares
of Series A Preferred Stock and Berkshire Fund III Group received 270,000
shares of Common Stock and 666,667 shares of Series A Preferred Stock. In July
21, 1995, Robert F. McKenzie became a party by amendment to the Securities
Exchange Agreement and received 8,333 shares of Series A Preferred Stock.

1996 Investors Investment. Pursuant to a Securities Purchase Agreement,
dated as of July 15, 1996, among the Company, Berkshire Fund III Group,
Centennial Fund IV, J. Landis Martin, Edward C. Hutcheson, Jr. and Robert F.
McKenzie, the Company privately placed 864,568 shares of its Series B
Convertible Preferred Stock, par value $.01 per share ("Series B Convertible
Preferred Stock"), for an aggregate purchase price of $10,374,816. Berkshire
Fund III Group paid $6,000,000 for 500,000 shares, Centennial Fund IV paid
$3,724,812 for 310,401 shares, Mr. Martin paid $500,004 for 41,667 shares, Mr.
Hutcheson paid $99,996 for 8,333 shares and Mr. McKenzie paid $50,004 for
4,167 shares. The proceeds received on July 15, 1996 were used for (i) the
purchase of the towers and microwave and SMR businesses from Motorola in
Puerto Rico, (ii) an option payment relating to the acquisition of TEA and
TeleStructures and (iii) working capital.

Berkshire Fund IV Investment. Pursuant to a Securities Purchase Agreement,
dated as of February 14, 1997, among the Company, Centennial Fund V and
Centennial Entrepreneurs Fund V, L.P. (collectively, the "Centennial Fund V
Investors" and, together with Centennial Fund IV, the "Centennial Group"),
Berkshire Fund IV, Limited Partnership (via Berkshire Fund IV Investment
Corp.), and certain trusts and natural persons which are members of Berkshire
Investors LLC (collectively, the "Berkshire Fund IV Group" and, together with

II-3

Berkshire Fund III Group, the "Berkshire Partners Group"), PNC Venture Corp.,
Nassau Capital Partners II L.P. ("Nassau Capital"), NAS Partners I L.L.C.
("NAS Partners" and, together with Nassau Capital, the "Nassau Group"), Fay,
Richwhite Communications Limited ("Fay Richwhite"), J. Landis Martin and
Robert F. McKenzie, the Company privately placed 3,529,832 shares of its
Series C Convertible Preferred Stock, par value $.01 per share ("Series C
Convertible Preferred Stock"), for an aggregate purchase price of $74,126,472.
Centennial Fund V Investors paid $15,464,001 for 736,381 shares, Berkshire
Fund IV Group paid $21,809,991 for 1,038,571 shares, PNC Venture Corp. paid
$6,300,000 for 300,000 shares, Nassau Group paid an aggregate of $19,499,991
for 928,571 shares, Fay Richwhite paid $9,999,990 for 476,190 shares, Mr.
Martin paid $999,999 for 47,619 shares and Mr. McKenzie paid $52,500 for 2,500
shares. The proceeds received on February 14, 1997 were used by the Company to
fund a portion of its investment in CTI.

Hutcheson Investment. In March 1997, Edward C. Hutcheson, Jr. exercised
stock options for 345,000 shares of Common Stock. The Company repurchased
these shares and 308,435 shares of his Existing Class A Common Stock for
$3,422,118.

TEA Investment. In May 1997, in connection with the Company's acquisition of
the stock of TeleStructures, TEA and TeleShare, Inc. (the "TEA Companies"),
the Company issued 535,710 shares of Common Stock to the shareholders of the
TEA Companies: 241,070 shares to Bruce W. Neurohr, 241,070 shares to Charles
H. Jones and 53,570 shares to Terrel W. Pugh.

Crown Investment. In August 1997, Robert A. Crown and Barbara Crown sold the
assets of Crown Communications to, and merged CNSI and CMSI with, subsidiaries
of the Company. As partial consideration for these transactions, the Crowns
received 7,325,000 shares of Common Stock. Robert A. Crown and Barbara Crown
are both parties to the Stockholders Agreement and are subject to its
restrictions.

AHA Investment. Pursuant to a Securities Purchase Agreement, dated as of
August 13, 1997, among the Company, American Home Assurance Company ("AHA"),
New York Life Insurance Company ("New York Life"), The Northwestern Mutual
Life Insurance Company ("Northwestern Mutual"), PNC Venture Corp., J. Landis
Martin and affiliates of AHA, the Company privately placed of 292,995 shares
of its Senior Convertible Preferred Stock for an aggregate purchase price of
$29,299,500, together with warrants to purchase 585,990 shares of Common Stock
at $7.50 per share (subject to adjustment, including weighted average
antidilution adjustments). AHA and its affiliates paid $15,099,500 for 150,995
shares and warrants to purchase 301,990 shares of Common Stock. New York Life
and Northwestern Mutual each paid $6,000,000 for 60,000 shares and warrants to
purchase 120,000 shares of Common Stock. PNC Venture Corp. paid $2,000,000 for
20,000 shares and warrants to purchase 40,000 shares of Common Stock. Mr.
Martin paid $200,000 for 2,000 shares and warrants to purchase 4,000 shares of
Common Stock. The proceeds received on August 13, 1997 were used by the
Company to fund a portion of the Crown Merger and working capital.

Harvard Investment. Pursuant to a Securities Purchase Agreement, dated as of
October 31, 1997, among the Company, Berkshire Partners Group, Centennial Fund
V Investors, Nassau Group, Fay Richwhite, Harvard Private Capital Holdings,
Inc. ("Harvard"), Prime VIII, L.P. ("Prime") and the prior purchasers of
Senior Convertible Preferred Stock (other than affiliates of AHA), an
additional 364,500 shares of Senior Convertible Preferred Stock were issued
for an aggregate purchase price of $36,450,000, together with warrants to
purchase 729,000 shares of Common Stock at $7.50 per share (subject to
adjustment, including weighted average antidilution adjustments). Berkshire
Partners Group paid $3,500,000 for 35,000 shares and warrants to purchase
70,000 shares of Common Stock. Centennial V Investors paid $1,000,000 for
10,000 shares and warrants to purchase 20,000 shares of Common Stock. Nassau
Group and Fay Richwhite each paid $2,500,000 for 25,000 shares and warrants to
purchase 50,000 shares of Common Stock. Harvard paid $14,950,000 for 149,500
shares and warrants to purchase 299,000 shares of Common Stock. Prime paid
$5,000,000 for 50,000 shares and warrants to purchase 100,000 shares of Common
Stock. AHA paid $1,500,000 for 15,000 shares and warrants to purchase 30,000
shares of Common Stock. New York Life paid $300,000 for 3,000 shares and
warrants to purchase 6,000 shares of Common Stock. Northwestern Mutual paid
$4,000,000 for 40,000 shares and warrants

II-4

to purchase 80,000 shares of Common Stock. PNC Venture Corp. paid $1,000,000
for 10,000 shares and warrants to purchase 20,000 shares of Common Stock.
J. Landis Martin paid $200,000 for 2,000 shares and warrants to purchase 4,000
shares of Common Stock.

Employee Purchases. On October 30, 1995, in connection with an employment
agreement, an employee of the Company purchased 83,330 shares of Common Stock
from the Company at $1.20 per share. On October 1, 1996, David L. Ivy
purchased 50,000 shares of Common Stock from the Company at $2.40 per share.
On February 3, 1997, John L. Gwyn purchased 2,500 shares of Common Stock from
the Company at $4.20 per share. On June 12, 1997, an employee of the Company
purchased 2,500 shares of Common Stock from the Company at $4.20 per share.

Payment of Consultants. On January 28, 1998, in connection with the
provision of consulting services to the Company, the Company issued to two
consultants options exercisable for an aggregate of 23,135 shares of Common
Stock at an exercise price of $4.76 per share. On June 30, 1998, in connection
with the provision of consulting services to the Company, the Company issued
to two consultants an aggregate of 29,525 shares of Common Stock at a
valuation of $37.54 per share.

Option Exercises. On July 30, 1997, Robert F. McKenzie, a director of the
Company, exercised options for 6,250 shares of Common Stock at an exercise
price of $1.20 per share and on August 8, 1997, exercised options for 11,875
shares of Common Stock at an exercise price of $4.20 per share.

10 5/8% Senior Discount Notes due 2007. On November 20, 1997, the Company
privately placed under Rule 144A and Regulation S of the Securities Act $251.0
million principal amount at maturity ($150,010,150 initial accreted value) of
its 10 5/8% Senior Discount Notes due 2007, yielding net proceeds to the
Company of approximately $143.7 million after deducting discounts and
estimated fees and expenses. Lehman Brothers Inc. and Credit Suisse First
Boston Corporation were the initial purchasers of such securities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
--------- ----------------------

1.1 --Form of U.S. Underwriting Agreement.
1.2 --Form of International Underwriting Agreement.
**2.1 --Asset Purchase and Merger Agreement among Crown Network Systems,
Inc., Crown Mobile Systems, Inc., Robert A. Crown, Barbara Crown
and Castle Acquisition Corp. I, Castle Acquisition Corp. II, Castle
Tower Holding Corp. dated July 11, 1997.
**2.2 --First Amended and Restated Asset Purchase and Merger Agreement
among Crown Network Systems, Inc., Crown Mobile Systems, Inc.,
Robert A. Crown, Barbara Crown and Castle Acquisition Corp. I,
Castle Acquisition Corp. II, Castle Tower Holding Corp. dated July
11, 1997, as amended and restated on August 14, 1997.
**2.3 --Stock Purchase Agreement by and between Castle Tower Holding
Corp., Bruce W. Neurohr, Charles H. Jones, Ronald J. Minnich,
Ferdinand G. Neurohr and Terrel W. Pugh dated May 12, 1997 ("TEA
Stock Purchase Agreement").
***2.4 --Share Exchange Agreement among Castle Transmission Services
(Holdings) Ltd., Crown Castle International Corp., TeleDiffusion de
France International S.A., Digital Future Investments B.V. and
certain shareholders of Castle Transmission Services (Holdings)
Ltd. dated as of April 24, 1998.
***3.1 --Form of Restated Certificate of Incorporation of Crown Castle
International Corp.

II-5

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
--------- ----------------------

***3.2 --Form of Amended and Restated Bylaws of Crown Castle International
Corp.
**4.1 --Indenture between Crown Castle International Corp. and United
States Trust Company of New York, as trustee (including exhibits).
**4.2 --Amended and Restated Stockholders Agreement among Castle Tower
Holding Corp., Edward C. Hutcheson, Jr., Ted B. Miller, Jr., Robert
A. Crown and Barbara Crown and the persons listed on Schedule I
thereto dated August 15, 1997.
**4.3 --Article Fourth of Certificate of Incorporation of Castle Tower
Holding Corp. (included in Exhibits 3.1 through 3.5).

**4.4 --Trust Deed related to (Pounds)125,000,000 9 per cent. Guaranteed
Bonds due 2007 among Castle Transmission (Finance) PLC, as Issuer,
Castle Transmission International Ltd and Castle Transmission
Services (Holdings) Ltd., as Guarantors, and The Law Debenture
Trust Corporation p.l.c., as Trustee, dated May 21, 1997.
**4.5 --First Supplemental Trust Deed related to (Pounds)125,000,000 9 per
cent. Guaranteed Bonds due 2007 among Castle Transmission (Finance)
PLC, as Issuer, Castle Transmission International Ltd and Castle
Transmission Services (Holdings) Ltd, as Guarantors and The Law
Debenture Trust Corporation p.l.c., as Trustee, dated October 17,
1997.
4.6 --Specimen Certificate of Common Stock.
5 --Opinion of Cravath, Swaine & Moore with respect to the legality of
the Common Stock.
**10.1 --Registration Rights Agreement by and among Crown Castle
International Corp. and Lehman Brothers Inc. and Credit Suisse
First Boston Corporation dated as of November 25, 1997.
***10.2 --Amended and Restated Loan Agreement by and among Crown
Communication Inc., Crown Castle International Corp. de Puerto
Rico, Key Corporate Capital Inc. and certain lenders dated July 10,
1998.
**10.8 --Amended and Restated Limited Holdco Guaranty by Crown Castle
International Corp., in favor of KeyBank National Association, as
Agent, dated November 25, 1997.
**10.9 --Memorandum of Understanding regarding Management and Governance of
Castle Tower Holding Corp. and Crown Communications, Inc. dated
August 15, 1997.
+**10.10 --Site Commitment Agreement between Nextel Communications, Inc. and
Castle Tower Corporation dated July 11, 1997.
**10.11 --Independent Contractor Agreement by and between Crown Network
Systems, Inc. and Sprint Spectrum L.P. dated July 8, 1996,
including addendum dated November 12, 1997.
+**10.12 --Independent Contractor Agreement between Crown Network Systems,
Inc. and Powerfone, Inc. d/b/a Nextel Communications dated
September 30, 1996.
+**10.13 --Independent Contractor Agreement by and between APT Pittsburgh
Limited Partnership and Crown Network Systems, Inc. dated December
3, 1996.
+**10.14 --Master Lease Agreement between Sprint Spectrum, L.P. and Robert
Crown d/b/a/ Crown Communications dated June 11, 1996 ("Sprint
Master Lease Agreement").
**10.15 --First Amendment to Sprint Master Lease Agreement, dated July 5,
1996 (included in Exhibit 10.14).
**10.16 --Second Amendment to Sprint Master Lease Agreement, dated January
27, 1997 (included in Exhibit 10.14).

II-6

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
--------- ----------------------

+**10.17 --Master Lease Agreement between Powerfone, Inc. d/b/a/ Nextel
Communications and Robert A. Crown d/b/a Crown Communications dated
October 3, 1996.
+**10.18 --Master Lease Agreement between APT Pittsburgh Limited Partnership
and Robert Crown d/b/a Crown Communications dated December 3, 1996.
+**10.19 --Master Tower Lease Agreement between Cellco Partnership d/b/a/
Bell Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P. and Pennsylvania
RSN No. 6 (II) and Robert A. Crown d/b/a/ Crown Communications
dated December 29, 1995, as amended by a letter agreement dated as
of October 28, 1997.
+**10.20 --Master Tower Lease Agreement between Cellco Partnership d/b/a/
Bell Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P. and Pennsylvania
RSN No. 6 (II) and Robert A. Crown d/b/a/ Crown Communications
dated December 29, 1995, as amended by a letter agreement dated as
of October 28, 1997.
**10.21 --Castle Tower Holding Corp. 1995 Stock Option Plan (Third
Restatement).
**10.22 --Services Agreement between Castle Transmission International Ltd
(formerly known as Castle Transmission Services Ltd) and Castle
Tower Holding Corp. dated February 28, 1997.
**10.23 --Shareholders' Agreement among Berkshire Fund IV Investment Corp.,
Berkshire Investors LLC, Berkshire Partners LLC, Candover
Investments PLC, Candover (Trustees) Limited, Candover Partners
Limited (as general partner for 4 limited partnerships), Castle
Tower Holding Corp., Telediffusion de France International S.A.,
and Diohold Limited (now known as Castle Transmission Services
(Holdings) Ltd) dated January 23, 1997.
**10.24 --First Amendment to Amended and Restated Stockholders Agreement by
and among Crown Castle International Corp., Edward C. Hutcheson,
Jr., Ted B. Miller, Jr., Robert A. Crown and Barbara Crown and the
persons listed as Investors dated January 28, 1998.
**10.25 --Third Amendment to Sprint Master Lease Agreement, dated February
12, 1998.
***10.26 --Form of Stockholders Agreement between Crown Castle International
Corp. and certain stockholders listed on Schedule 1 thereto.
***10.27 --Agreement among Castle Transmission Services (Holdings) Ltd.,
Digital Future Investments B.V., Berkshire Partners LLC and certain
shareholders of Castle Transmission Services (Holdings) Ltd. for
the sale and purchase of certain shares of Castle Transmission
Services (Holdings) Ltd., for the amendment of the Shareholders'
Agreement in respect of Castle Transmission Services (Holdings)
Ltd. and for the granting of certain options dated April 24, 1998.
***10.28 --Form of Governance Agreement among Crown Castle International
Corp., Telediffusion de France International S.A. and Digital
Future Investments B.V.
10.29 --Form of Severance Agreement.
***10.30 --Form of Shareholders' Agreement among Crown Castle International
Corp., Telediffusion de France International S.A. and Castle
Transmission Services (Holdings) Limited.
***10.31 --Site Sharing Agreement between National Transcommunications
Limited and The British Broadcasting Corporation dated September
10, 1991.
+***10.32 --Transmission Agreement between The British Broadcasting
Corporation and Castle Transmission Services Limited dated February
27, 1997.

II-7

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
--------- ----------------------

+***10.33 --Digital Terrestrial Television Transmission Agreement between The
British Broadcasting Corporation and Castle Transmission
International Ltd. dated February 10, 1998.
+***10.34 --Agreement for the Provision of Digital Terrestrial Television
Distribution and Transmission Services between British Digital
Broadcasting plc and Castle Transmission International Ltd. dated
December 18, 1997.
***10.35 --Loan Amendment Agreement among Castle Transmission International,
Castle Transmission Services (Holdings) Ltd. and certain lenders
dated May 21, 1997.
***10.36 --Crown Castle International Corp. 1995 Stock Option Plan (Fourth
Restatement).
+***10.37 --Contract between British Telecommunications PLC and Castle
Transmission International Inc. for the Provision of Digital
Terrestrial Television Network Distribution Service dated May 13,
1998.
+***10.38 --Site Marketing Agreement dated June 25, 1998 between BellSouth
Mobility Inc. and Crown Communication Inc.
***10.39 --Commitment Agreement between the British Broadcasting Corporation,
Castle Tower Holding Corp., TeleDiffusion de France International
S.A. and TeleDiffusion de France S.A.
***10.40 --Form of Amended and Restated Services Agreement between Castle
Transmission International Limited and TeleDiffusion de France S.A.
***10.41 --Castle Transmission Services (Holdings) Ltd. All Employee Share
Option Scheme dated as of January 23, 1998.
***10.42 --Rules of the Castle Transmission Services (Holdings) Ltd. Bonus
Share Plan.
***10.43 --Form of Employee Benefit Trust between Castle Transmission
Services (Holdings) Ltd. and Castle Transmission (Trustees)
Limited.
***10.44 --Castle Transmission Services (Holdings) Ltd. Unapproved Share
Option Scheme dated as January 23, 1998.
10.45 --Amending Agreement between the British Broadcasting Corporation
and Castle Transmission International Limited dated July 16, 1998.
***10.46 --Form of Rights Agreement.
***10.47 --Deed of Grant of Option between Castle Transmission Series
(Holdings) Ltd. and George Reese dated January 23, 1998.
***10.48 --Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and David Ivy dated January 23, 1998.
***10.49 --Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and David Ivy dated April 23, 1998.
***10.50 --Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and Ted B. Miller, Jr. dated April 23, 1998.
***10.51 --Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and Ted B Miller, Jr. dated January 23, 1998.
10.52 --Memorandum Regarding Proposed Initial Public Offering and Certain
Transitional Changes Affecting Management dated July 2, 1998,
between Crown Castle International Corp. and Robert A. and Barbara
A. Crown.

II-8

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
---------- ----------------------

10.53 --Services Agreement dated July 2, 1998, by and between Crown
Castle International Corp. and Robert A. and Barbara A. Crown.
11 --Computation of net loss per common share.
12 --Computation of Ratio of Earnings to Fixed Charges.
***21 --Subsidiaries of Crown Castle International Corp.
23.1 --Consent of KPMG Peat Marwick LLP.
23.2 --Consent of Ernst & Young LLP.
23.3 --Consent of Cravath, Swaine & Moore (included in Exhibit 5).
***99.1 --Consent of Michel Azibert.
***99.2 --Consent of Bruno Chetaille.
***99.3 --Consent of William A. Murphy.

- --------

** Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-4 previously filed by the
Registrant (Registration no. 333-47873).
*** Previously filed.
+ Indicates that portions of the exhibit have been omitted pursuant to a
request for confidential treatment and such portions have been filed with
the Commission separately.

Schedule I--Condensed Financial Information of Registrant

All other schedules are omitted because they are not applicable or because
the required information is contained in the financial statements or notes
thereto included in this Registration Statement.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on this 11th day of August, 1998.

Crown Castle International Corp.,

By: /s/ Charles C. Green, III
---------------------------------
NAME: CHARLES C. GREEN, III
TITLE: EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 11th day of August, 1998.

SIGNATURE TITLE
--------- -----

* Chief Executive
- ------------------------------------- Officer and Vice
TED B. MILLER, JR. Chairman of the
Board (Principal
Executive Officer)

* President and
- ------------------------------------- Director
DAVID L. IVY

/s/ Charles C. Green, III Executive Vice
- ------------------------------------- President and Chief
CHARLES C. GREEN, III Financial Officer
(Principal
Financial Officer)

* Vice President,
- ------------------------------------- Chief Accounting
WESLEY D. CUNNINGHAM Officer and
Corporate
Controller
(Principal
Accounting Officer)

* Chairman of the
- ------------------------------------- Board
CARL FERENBACH

II-10

SIGNATURE TITLE
--------- -----

* Director
- -------------------------------------
ROBERT A. CROWN

Director
- -------------------------------------
GARTH H. GREIMANN

* Director
- -------------------------------------
RANDALL A. HACK

*. Director
- -------------------------------------
DAVID C. HULL, JR.

* Director
- -------------------------------------
EDWARD C. HUTCHESON, JR.

* Director
- -------------------------------------
J. LANDIS MARTIN

* Director
- -------------------------------------
ROBERT F. MCKENZIE

* Director
- -------------------------------------
JEFFREY H. SCHUTZ

*By: /s/ Charles C. Green, III
---------------------------------
CHARLES C. GREEN, III
ATTORNEY-IN-FACT

II-11

CROWN CASTLE INTERNATIONAL CORP.

SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEET (UNCONSOLIDATED)

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

DECEMBER 31,
-----------------
1996 1997
ASSETS ------- --------

Current assets:
Cash and cash equivalents................................. $ 6,093 $ 53,092
Receivables and other current assets...................... 1,073 424
Advances to subsidiaries, net............................. 388 2,611
------- --------
Total current assets.................................... 7,554 56,127
Property and equipment, net of accumulated depreciation of
$0 and $27 at December 31, 1996 and 1997, respectively..... -- 808
Investment in subsidiaries.................................. 5,766 232,229
Investments in affiliates................................... 2,101 59,082
Deferred financing costs and other assets, net of
accumulated amortization of $0 and $69 at December 31, 1996
and 1997, respectively..................................... 49 7,075
------- --------
$15,470 $355,321
======= ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and other accrued liabilities............ $ 130 $ 1,187
------- --------
Total current liabilities............................... 130 1,187
Long-term debt.............................................. -- 151,593
------- --------
Total liabilities....................................... 130 152,780
------- --------
Redeemable preferred stock, $.01 par value; 6,435,228 shares
authorized:
Senior Convertible Preferred Stock; shares issued:
December 31, 1996--none and December 31, 1997--657,495
(stated at redemption value; aggregate liquidation value
of $0 and $68,916, respectively)......................... -- 67,948
Series A Convertible Preferred Stock; shares issued:
December 31, 1996--862,455 and December 31, 1997--
1,383,333 (stated at redemption and aggregate liquidation
value)................................................... 5,175 8,300
Series B Convertible Preferred Stock; 864,568 shares
issued (stated at redemption and aggregate liquidation
value)................................................... 10,375 10,375
Series C Convertible Preferred Stock; shares issued:
December 31, 1996--none and December 31, 1997--3,529,832
(stated at redemption and aggregate liquidation value)... -- 74,126
------- --------
Total redeemable preferred stock........................ 15,550 160,749
------- --------
Stockholders' equity (deficit):
Common stock, $.01 par value; 11,511,109 shares
authorized:
Class A Common Stock; shares issued: December 31, 1996--
1,350,000 and December 31, 1997--1,041,565.............. 3 2
Class B Common Stock; shares issued: December 31, 1996--
1,488,330 and December 31, 1997--9,367,165 ............. 3 19
Additional paid-in capital................................ 762 58,248
Cumulative foreign currency translation adjustment........ -- 562
Accumulated deficit....................................... (978) (17,039)
------- --------
Total stockholders' equity (deficit) ................... (210) 41,792
------- --------
$15,470 $355,321
======= ========

See notes to consolidated financial statements and accompanying notes.

S-1

CROWN CASTLE INTERNATIONAL CORP.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

STATEMENT OF OPERATIONS (UNCONSOLIDATED)

(IN THOUSANDS OF DOLLARS)

YEARS ENDED DECEMBER
31,
----------------------
1995 1996 1997
---- ------ --------

Other revenues......................................... $ -- $ -- $ 329
Interest and other income.............................. -- 171 2,028
General and administrative expenses.................... -- -- (149)
Corporate development expenses......................... -- (1,249) (3,867)
Depreciation and amortization.......................... -- -- (27)
Interest expense and amortization of deferred financing
costs................................................. -- -- (4,594)
---- ------ --------
Loss before income taxes and equity in earnings (loss-
es) of subsidiaries and unconsolidated affiliate...... -- (1,078) (6,280)
Credit (provision) for income taxes.................... -- 49 (49)
Equity in earnings (losses) of subsidiaries............ (21) 72 (4,475)
Equity in losses of unconsolidated affiliate........... -- -- (1,138)
---- ------ --------
Net loss............................................... (21) (957) (11,942)
Dividends on Senior Convertible Preferred Stock........ -- -- (2,199)
---- ------ --------
Net loss after deduction of dividends on Senior Con-
vertible Preferred Stock.............................. $(21) $ (957) $(14,141)
==== ====== ========

See notes to consolidated financial statements and accompanying notes.

S-2

CROWN CASTLE INTERNATIONAL CORP.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

STATEMENT OF CASH FLOWS (UNCONSOLIDATED)

(IN THOUSANDS OF DOLLARS)

YEARS ENDED DECEMBER 31,
---------------------------
1995 1996 1997
------- ------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss......................................... $ (21) $ (957) $ (11,942)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Equity in losses (earnings) of subsidiaries..... 21 (72) 4,475
Amortization of deferred financing costs and
discount on long-term debt..................... -- -- 1,652
Equity in losses of unconsolidated affiliate.... -- -- 1,138
Depreciation and amortization................... -- -- 27
Decrease (increase) in receivables and other as-
sets........................................... -- (1,122) 551
Increase (decrease) in accounts payable and
other accrued liabilities...................... -- 130 (103)
------- ------- ---------
Net cash provided by (used for) operating ac-
tivities..................................... -- (2,021) (4,202)
------- ------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in subsidiaries....................... (4,972) -- (89,989)
Investments in affiliates........................ -- (2,101) (59,487)
Net advances to subsidiaries..................... (100) (288) (2,223)
Capital expenditures............................. -- -- (835)
------- ------- ---------
Net cash used for investing activities........ (5,072) (2,389) (152,534)
------- ------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt......... -- -- 150,010
Proceeds from issuance of capital stock.......... 5,072 10,503 139,867
Principal payments on long-term debt............. -- -- (78,102)
Incurrence of financing costs.................... -- -- (5,908)
Purchase of capital stock........................ -- -- (2,132)
------- ------- ---------
Net cash provided by financing activities..... 5,072 10,503 203,735
------- ------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS......... -- 6,093 46,999
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR.... -- -- 6,093
------- ------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR.......... $ -- $ 6,093 $ 53,092
======= ======= =========
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of long-term debt in connection with
acquisitions.................................... $ -- $ -- $ 78,102
Issuance of Class B Common Stock in connection
with acquisitions............................... -- -- 57,189
Conversion of subsidiary's Convertible Secured
Subordinated Notes to Series A Convertible Pre-
ferred Stock.................................... 743 -- 3,657
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid.................................... $ -- $ -- $ 2,943
Income taxes paid................................ -- -- --

See notes to consolidated financial statements and accompanying notes.

S-3

CROWN CASTLE INTERNATIONAL CORP.

SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

NOTES TO FINANCIAL STATEMENTS (UNCONSOLIDATED)

1. INVESTMENT IN SUBSIDIARIES

The Company's investment in subsidiaries is presented in the accompanying
unconsolidated financial statements using the equity method of accounting.
Under the terms of the Senior Credit Facility, the Company's subsidiaries are
limited in the amount of dividends which can be paid to the Company. The
amount of such dividends is limited to (i) $6,000,000 per year until October
31, 2002, and $33,000,000 per year thereafter, and (ii) an amount to pay
income taxes attributable to the Company's subsidiaries. The restricted net
assets of the Company's subsidiaries totaled $232,229,000 at December 31,
1997.

2. LONG-TERM DEBT

Long-term debt consists of the Company's 10 5/8% Senior Discount Notes due
2007.

3. INCOME TAXES

Income taxes reported in the accompanying unconsolidated financial
statements are determined by computing income tax assets and liabilities on a
consolidated basis, for the Company and members of its consolidated federal
income tax return group, and then reducing such consolidated amounts for the
amounts recorded by the Company's subsidiaries on a separate tax return basis.

S-4

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----

1.1 --Form of Underwriting Agreement.
1.2 --Form of International Underwriting Agreement.
**2.1 --Asset Purchase and Merger Agreement among Crown Network
Systems, Inc., Crown Mobile Systems, Inc., Robert A. Crown,
Barbara Crown and Castle Acquisition Corp. I, Castle
Acquisition Corp. II, Castle Tower Holding Corp. dated July
11, 1997.
**2.1 --Asset Purchase and Merger Agreement among Crown Network
Systems, Inc., Crown Mobile Systems, Inc., Robert A. Crown,
Barbara Crown and Castle Acquisition Corp. I, Castle
Acquisition Corp. II, Castle Tower Holding Corp. dated July
11, 1997.
**2.2 --First Amended and Restated Asset Purchase and Merger
Agreement among Crown Network Systems, Inc., Crown Mobile
Systems, Inc., Robert A. Crown, Barbara Crown and Castle
Acquisition Corp. I, Castle Acquisition Corp. II, Castle Tower
Holding Corp. dated July 11, 1997, as amended and restated on
August 14, 1997.
**2.3 --Stock Purchase Agreement by and between Castle Tower Holding
Corp., Bruce W. Neurohr, Charles H. Jones, Ronald J. Minnich,
Ferdinand G. Neurohr and Terrel W. Pugh dated May 12, 1997
("TEA Stock Purchase Agreement").
***2.4 --Share Exchange Agreement among Castle Transmission Services
(Holdings) Ltd., Crown Castle International Corp.,
TeleDiffusion de France International S.A., Digital Future
Investments B.V. and certain shareholders of Castle
Transmission Service (Holdings) Ltd. dated as of April 24,
1998.
***3.1 --Form of Restated Certificate of Incorporation of Crown Castle
International Corp.
***3.2 --Form of Amended and Restated Bylaws of Crown Castle
International Corp.
**4.1 --Indenture between Crown Castle International Corp. and United
States Trust Company of New York, as trustee (including
exhibits).
**4.2 --Amended and Restated Stockholders Agreement among Castle
Tower Holding Corp., Edward C. Hutcheson, Jr., Ted B. Miller,
Jr., Robert A. Crown and Barbara Crown and the persons listed
on Schedule I thereto dated August 15, 1997.
**4.3 --Article Fourth of Certificate of Incorporation of Castle
Tower Holding Corp. (included in Exhibits 3.1 through 3.5).
**4.4 --Trust Deed related to (Pounds)125,000,000 9 per cent.
Guaranteed Bonds due 2007 among Castle Transmission (Finance)
PLC, as Issuer, Castle Transmission International Ltd and
Castle Transmission Services (Holdings) Ltd., as Guarantors,
and The Law Debenture Trust Corporation p.l.c., as Trustee,
dated May 21, 1997.
**4.5 --First Supplemental Trust Deed related to (Pounds)125,000,000
9 per cent. Guaranteed Bonds due 2007 among Castle
Transmission (Finance) PLC, as Issuer, Castle Transmission
International Ltd and Castle Transmission Services (Holdings)
Ltd, as Guarantors, and The Law Debenture Trust Corporation
p.l.c., as Trustee, dated October 17, 1997.
4.6 --Specimen Certificate of Common Stock.
5 --Opinion of Cravath, Swaine & Moore with respect to the
legality of Common Stock.
**10.1 --Registration Rights Agreement by and among Crown Castle
International Corp. and Lehman Brothers Inc. and Credit Suisse
First Boston Corporation dated as of November 25, 1997.
***10.2 --Amended and Restated Loan Agreement by and among Crown
Communication Inc., Crown Castle International Corp. de Puerto
Rico, Key Corporate Capital Inc. and certain lenders dated
July 10, 1998.
**10.8 --Amended and Restated Limited Holdco Guaranty by Crown Castle
International Corp., in favor of KeyBank National Association,
as Agent, dated November 25, 1997.

EXHIBIT
NO. DESCRIPTION PAGE
-------- ----------- ----

**10.9 --Memorandum of Understanding regarding Management and
Governance of Castle Tower Holding Corp. and Crown
Communications, Inc. dated August 15, 1997.
+**10.10 --Site Commitment Agreement between Nextel Communications,
Inc. and Castle Tower Corporation dated July 11, 1997.
+**10.11 --Independent Contractor Agreement by and between Crown
Network Systems, Inc. and Sprint Spectrum L.P. dated July 8,
1996, including addendum dated November 12, 1997.
+**10.12 --Independent Contractor Agreement between Crown Network
Systems, Inc. and Powerfone, Inc. d/b/a Nextel Communications
dated September 30, 1996.
+**10.13 --Independent Contractor Agreement by and between APT
Pittsburgh Limited Partnership and Crown Network Systems,
Inc. dated December 3, 1996.
+**10.14 --Master Lease Agreement between Sprint Spectrum, L.P. and
Robert Crown d/b/a/ Crown Communications dated June 11, 1996
("Sprint Master Lease Agreement").
**10.15 --First Amendment to Sprint Master Lease Agreement, dated July
5, 1996 (included in Exhibit 10.14).
**10.16 --Second Amendment to Sprint Master Lease Agreement, dated
January 27, 1997 (included in Exhibit 10.14).
+**10.17 --Master Lease Agreement between Powerfone, Inc. d/b/a/ Nextel
Communications and Robert A. Crown d/b/a Crown Communications
dated October 3, 1996.
+**10.18 --Master Lease Agreement between APT Pittsburgh Limited
Partnership and Robert Crown d/b/a Crown Communications dated
December 3, 1996.
+**10.19 --Master Tower Lease Agreement between Cellco Partnership
d/b/a/ Bell Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P. and
Pennsylvania RSN No. 6 (II) and Robert A. Crown d/b/a/ Crown
Communications dated December 29, 1995, as amended by a
letter agreement dated as of October 28, 1997.
+**10.20 --Master Tower Lease Agreement between Cellco Partnership
d/b/a/ Bell Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P. and
Pennsylvania RSN No. 6 (II) and Robert A. Crown d/b/a/ Crown
Communications dated December 29, 1995, as amended by a
letter agreement dated as of October 28, 1997.
**10.21 --Castle Tower Holding Corp. 1995 Stock Option Plan (Third
Restatement).
**10.22 --Services Agreement between Castle Transmission International
Ltd (formerly known as Castle Transmission Services Ltd) and
Castle Tower Holding Corp. dated February 28, 1997.
**10.23 --Shareholders' Agreement among Berkshire Fund IV Investment
Corp., Berkshire Investors LLC, Berkshire Partners LLC,
Candover Investments PLC, Candover (Trustees) Limited,
Candover Partners Limited (as general partner for 4 limited
partnerships), Castle Tower Holding Corp., Telediffusion de
France International S.A., and Diohold Limited (now known as
Castle Transmission Services (Holdings) Ltd) dated January
23, 1997.
**10.24 --First Amendment to Amended and Restated Stockholders
Agreement by and among Crown Castle International Corp.,
Edward C. Hutcheson, Jr., Ted B. Miller, Jr., Robert A. Crown
and Barbara Crown and the persons listed as Investors dated
January 28, 1998.
**10.25 --Third Amendment to Sprint Master Lease Agreement, dated
February 12, 1998.
***10.26 --Form of Stockholders Agreement between Crown Castle
International Corp. and certain stockholders listed on
Schedule 1 thereto.

EXHIBIT
NO. DESCRIPTION PAGE
--------- ----------- ----

***10.27 --Agreement among Castle Transmission Services (Holdings)
Ltd., Digital Future Investments B.V., Berkshire Partners
LLC and certain shareholders of Castle Transmission
Services (Holdings) Ltd. for the sale and purchase of
certain shares of Castle Transmission Services (Holdings)
Ltd., for the amendment of the Shareholders' Agreement in
respect of Castle Transmission Services (Holdings) Ltd. and
for the granting of certain options, dated April 24, 1998.
***10.28 --Form of Governance Agreement among Crown Castle
International Corp., Telediffusion de France International
S.A. and Digital Future Investments B.V.
10.29 --Form of Severance Agreement.
***10.30 --Form of Shareholders' Agreement among Crown Castle
International Corp., Telediffusion de France International
S.A. and Castle Transmission Services (Holdings) Ltd.
***10.31 --Site Sharing Agreement between National
Transcommunications Limited and The British Broadcasting
Corporation dated September 10, 1991.
+***10.32 --Transmission Agreement between the British Broadcasting
Corporation and Castle Transmission Services Limited dated
February 27, 1997.
+***10.33 --Digital Terrestrial Television Transmission Agreement
between the British Broadcasting Corporation and Castle
Transmission International Ltd. dated February 10, 1998.
+***10.34 --Agreement for the Provision of Digital Terrestrial
Television Distribution and Transmission Services between
British Digital Broadcasting plc and Castle Transmission
International Ltd. dated December 18, 1997.
***10.35 --Loan Amendment Agreement among Castle Transmission
International Ltd., Castle Transmission Services (Holdings)
Ltd. and certain lenders dated May 21, 1997.
***10.36 --Crown Castle International Corp. 1995 Stock Option Plan
(Fourth Restatement).
+***10.37 --Contract between British Telecommunications PLC and Castle
Transmission International Ltd. for the Provision of
Digital Terrestrial Television Network Distribution Service
dated May 13, 1998.
+***10.38 --Site Marketing Agreement dated June 25, 1998 between
BellSouth Mobility Inc. and Crown Communication Inc.
***10.39 --Commitment Agreement between the British Broadcasting
Corporation, Castle Tower Holding Corp., TeleDiffusion de
France International S.A. and TeleDiffusion de France S.A.
***10.40 --Form of Amended and Restated Services Agreement between
Castle Transmission International Limited and TeleDiffusion
de France S.A.
***10.41 --Castle Transmission Services (Holdings) Ltd. All Employee
Share Option Scheme dated as of January 23, 1998.
***10.42 --Rules of the Castle Transmission Services (Holdings) Ltd.
Bonus Share Plan.
***10.43 --Form of Employee Benefit Trust between Castle Transmission
Services (Holdings) Ltd. and Castle Transmission (Trustees)
Limited.
***10.44 --Castle Transmission Services (Holdings) Ltd. Unapproved
Share Option Scheme dated as January 23, 1998.
10.45 --Amending Agreement between the British Broadcasting
Corporation and Castle Transmission International Limited
dated July 16, 1998.
***10.46 --Form of Rights Agreement.
***10.47 --Deed of Grant of Option between Castle Transmission Series
(Holdings) Ltd. and George Reese dated January 23, 1998.

EXHIBIT
NO. DESCRIPTION PAGE
-------- ----------- ----

***10.48 --Deed of Grant of Option between Castle Transmission
Services (Holdings) Ltd. and David Ivy dated January 23,
1998.
***10.49 --Deed of Grant of Option between Castle Transmission
Services (Holdings) Ltd. and David Ivy dated April 23, 1998.
***10.50 --Deed of Grant of Option between Castle Transmission
Services (Holdings) Ltd. and Ted B. Miller, Jr. dated April
23, 1998.
***10.51 --Deed of Grant of Option between Castle Transmission
Services (Holdings) Ltd. and Ted B. Miller, Jr. dated
January 23, 1998.
10.52 --Memorandum Regarding Proposed Initial Public Offering and
Certain Transitional Changes Affecting Management dated July
2, 1998, between Crown Castle International Corp. and Robert
A. and Barbara A. Crown.
10.53 --Services Agreement dated July 2, 1998, by and between Crown
Castle International Corp. and Robert A. and Barbara A.
Crown.
11 --Computation of net loss per common share.
12 --Computation of Ratio of Earnings to Fixed Charges.
***21 --Subsidiaries of Crown Castle International Corp.
23.1 --Consent of KPMG Peat Marwick LLP.
23.2 --Consent of Ernst & Young LLP.
23.3 --Consent of Cravath, Swaine & Moore (included in Exhibit 5).
***99.1 --Consent of Michel Azibert.
***99.2 --Consent of Bruno Chetaille.
***99.3 --Consent of William A. Murphy.

- --------

** Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-4 previously filed by the
Registrant (Registration no. 333-43873).
*** Previously filed.
+ Indicates that portions of the exhibit have been omitted pursuant to a
request for confidential treatment and such portions have been filed with
the Commission separately.


 
                                                                     EXHIBIT 1.1
                               25,000,000 SHARES

                       CROWN CASTLE INTERNATIONAL CORP.

                                 COMMON STOCK

                          U.S. UNDERWRITING AGREEMENT
                          ---------------------------

                                                                 August __, 1998

Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Smith Barney Inc.
As Representatives of the several
 U.S. Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285

Dear Sirs:

          Crown Castle International Corp., a Delaware corporation (the
"Company") and Robert A. Crown, Barbara A. Crown, Robert A. Crown and PNC Bank,
Delaware, Trustees of the Robert A. Crown Grantor Retained Annuity Trust and
Barbara A. Crown and PNC Bank, Delaware, Trustees of the Barbara A. Crown
Grantor Retained Annuity Trust (collectively, the "Crown Selling Stockholders")
propose to sell an aggregate of 25,000,000 shares (the "Firm Stock") of the
Company's Common Stock, par value $.01 per share (the "Common Stock").  Of the
25,000,000 shares of the Firm Stock, 21,250,000 are being sold by the Company
and 3,750,000 by the Crown Selling Stockholders.  It is understood that, subject
to the conditions hereinafter stated, 25,000,000 shares of Common Stock will be
sold to the several U.S. underwriters named in Schedule 1 hereto (the "U.S.
Underwriters") in connection with the offering and sale of such Common Stock in
the United States and Canada to United States and Canadian Persons (as such
terms are defined in the Agreement Between U.S. Underwriters and International
Managers) (as defined).  In addition, certain executive officers of the Company
named in Schedule 2 hereto (the "Executive Selling Stockholders"), certain non-
executive employee stockholders of the Company named in Schedule 2 hereto (the
"Employee Selling Stockholders") and certain financial sponsor stockholders,
certain other stockholders who are affiliates of such financial sponsors and
certain directors of the Company named on Schedule 2 hereto (collectively, the
"Sponsor Selling Stockholders" and, together with the Executive Selling
Stockholders and the Employee Selling Stockholders, the "Option Selling
Stockholders") propose to grant to the U.S. Underwriters named in Schedule 1
hereto (the "U.S. Underwriters") an option to purchase up to an additional
4,687,500 shares of the Common Stock on the terms and for the purposes set forth
in Section 5 (the "Option Stock").  This is to confirm the agreement concerning
the purchase by the U.S. Underwriters of the Firm Stock from the Company and the
Crown Selling Stockholders and of the Option Stock, if purchased, from the

 
Option Selling Stockholders. The Firm Stock and the Option Stock, if purchased,
are hereinafter collectively called the "Stock," and the Crown Selling
Stockholders and the Option Selling Stockholders are hereinafter collectively
referred to as the "Selling Stockholders."

          It is understood by all parties that the Company is concurrently
entering into an agreement dated the date hereof (the "International
Underwriting Agreement") providing for the sale by the Company of an aggregate
of 6,250,000 shares of Common Stock (the "International Stock") through
arrangements with certain underwriters outside the United States and Canada (the
"International Managers"), for whom Lehman Brothers International (Europe),
Credit Suisse First Boston (Europe) Limited, Goldman Sachs International and
Smith Barney Inc. are acting as lead managers.  The U.S. Underwriters and the
International Managers simultaneously are entering into an agreement between the
U.S. and international underwriting syndicates (the "Agreement Between U.S.
Underwriters and International Managers") which provides for, among other
things, the transfer of shares of Common Stock between the two syndicates.  Two
forms of prospectus are to be used in connection with the offering and sale of
shares of Common Stock contemplated by the foregoing, one relating to the Stock
and the other relating to the International Stock.  The latter form of
prospectus will be identical to the former except for certain substitute pages
as included in the registration statement and amendments thereto referred to
below.  Except as used in Sections 5, 6, 7, 16, 17 and 18 herein, and except as
the context may otherwise require, references herein to the Stock shall include
all the shares of the Common Stock which may be sold pursuant to either this
Agreement or the International Underwriting Agreement, and references herein to
any prospectus, whether in preliminary or final form, and whether as amended or
supplemented, shall include both the U.S. and the international versions
thereof.

          1.  Representations, Warranties And Agreements Of The Company.  The
Company represents, warrants and agrees that:

               (a) A registration statement on Form S-1 and any amendments
          thereto with respect the Stock has (i) been prepared by the Company in
          conformity with the requirements of the United States Securities Act
          of 1933 (the "Securities Act") and the rules and regulations (the
          "Rules and Regulations") of the United States Securities and Exchange
          Commission (the "Commission") thereunder, (ii) been filed with the
          Commission under the Securities Act and (iii) become effective under
          the Securities Act.  Copies of such registration statement and the
          amendments thereto have been delivered by the Company to you as the
          representatives (the "Representatives") of the U.S. Underwriters.  As
          used in this Agreement, "Effective Time" means the date and the time
          as of which such registration statement, or the most recent post-
          effective amendment thereto, if any, was declared effective by the
          Commission; "Effective Date" means the date of the Effective Time;
          "Preliminary Prospectus" means each prospectus included in such
          registration statement, or amendments thereto, before it became
          effective under the Securities Act and any prospectus filed with the
          Commission by the Company with the consent of the Representatives
          pursuant to Rule 424(a) of the Rules and Regulations; "Registration
          Statement" means such registration

                                       2

 
          statement, as amended at the Effective Time, including all information
          contained in the final prospectus filed with the Commission pursuant
          to Rule 424(b) of the Rules and Regulations in accordance with Section
          8 hereof and deemed to be a part of the registration statement as of
          the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules
          and Regulations and including any registration statement registering
          additional shares of Common Stock filed with the Commission pursuant
          to Rule 462(b) of the Rules and Regulations; and "Prospectus" means
          such final prospectus, as first filed with the Commission pursuant to
          paragraph (1) or (4) of Rule 424(b) of the Rules and Regulations. The
          Commission has not issued any order preventing or suspending the use
          of any Preliminary Prospectus.

               (b) The Registration Statement conforms, and the Prospectus and
          any further amendments or supplements to the Registration Statement or
          the Prospectus will, when they become effective or are filed with the
          Commission, as the case may be, conform, in all respects to the
          requirements of the Securities Act and the Rules and Regulations and
          do not and will not, as of the applicable effective date (as to the
          Registration Statement and any amendment thereto) and as of the
          applicable filing date (as to the Prospectus and any amendment or
          supplement thereto) contain an untrue statement of a material fact or
          omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading; provided that
          no representation or warranty is made as to information contained in
          or omitted from the Registration Statement or the Prospectus in
          reliance upon and in conformity with written information furnished to
          the Company through the Representatives by or on behalf of any U.S.
          Underwriter or International Manager specifically for inclusion
          therein.

               (c) The industry-related and tower-related data and estimates
          included in the Prospectus are based on or derived from sources which
          the Company believes to be reliable and accurate.

               (d) The Company is a corporation duly incorporated and validly
          existing and in good standing under the laws of Delaware with all
          requisite corporate power and authority to own, lease and operate its
          properties and to conduct its business as described in the Prospectus,
          and is duly registered and qualified to conduct its business and is in
          good standing in each jurisdiction or place where the nature of its
          properties or the conduct of its business requires such registration
          or qualification, except where the failure so to register or qualify
          or to be in good standing would not have a material adverse effect on
          the condition (financial or other), business, prospects, properties or
          results of operations of the Company, Crown Communication, Inc.
          ("CCI"), Crown Network Systems, Inc. ("Network"), Crown Mobile
          Systems, Inc. ("Mobile"), TEA Group Incorporated ("TEA"), Spectrum
          Site Management Corporation ("Spectrum"), TeleStructures, Inc.
          ("TeleStructures"), Crown Castle International Corp. de Puerto Rico
          ("CCIC

                                       3

 
          (PR)"), Crown Communication New York, Inc. ("CCNY") and Castle
          Transmission Services (Holdings) Ltd. ("CTSH"), Castle Transmission
          International, Ltd. ("CTI") and Castle Transmission (Finance) Plc
          ("CTF" and, together with CCI, Network, Mobile, TEA, Spectrum,
          TeleStructures, CCIC (PR), CCNY, CTSH, CTI and CTF, the
          "Subsidiaries") taken as a whole (a "Material Adverse Effect").

               (e) None of the subsidiaries of the Company (other than CCI and,
          following the consummation of the transactions contemplated hereby,
          CTI (collectively, the "Significant Subsidiaries")) is a "significant
          subsidiary," as such term is defined in Rule 405 of the Rules and
          Regulations.

               (f) CTI is a corporation duly incorporated and validly existing
          under the laws of the jurisdiction of its incorporation with all
          requisite corporate power and authority to own, lease and operate its
          properties and to conduct its business as described in the Prospectus,
          and is duly registered and qualified to conduct its business in each
          jurisdiction or place where the nature of its properties or the
          conduct of its business requires such registration or qualification,
          except where the failure so to register or qualify or to be in good
          standing would not have a Material Adverse Effect.

               (g) As of the First Delivery Date (as defined), the Company will
          have an authorized capitalization as set forth in the Prospectus, and
          all of the issued shares of capital stock of the Company have been
          duly and validly authorized and issued, are fully paid and non-
          assessable and conform to the description thereof contained in the
          Prospectus; and all of the issued shares of capital stock of each
          subsidiary of the Company have been duly and validly authorized and
          issued and are fully paid and non-assessable and (except for
          directors' qualifying shares and except as set forth in the
          Registration Statement (including the exhibits thereto) with respect
          to shares subject to liens under the Company's Senior Credit Facility)
          are owned directly or indirectly by the Company, free and clear of all
          liens, encumbrances, equities or claims.

               (h) The unissued shares of the Stock to be issued and sold by the
          Company to the U.S. Underwriters hereunder and to the International
          Managers under the International Underwriting Agreement have been duly
          and validly authorized and, when issued and delivered against payment
          therefor as provided herein, will be duly and validly issued, fully
          paid and non-assessable; and the Stock will conform to the description
          thereof contained in the Prospectus.

               (i) The Company has all requisite corporate power and authority
          to execute, deliver and perform its obligations under this Agreement.

                                       4

 
               (j) The application for the inclusion of the Stock on the NASDAQ
          National Market System has been approved, subject only to official
          notice of issuance and evidence of satisfactory distribution.

               (k) This Agreement has been duly authorized, executed and
          delivered by the Company, and, assuming due authorization, execution
          and delivery by the U.S. Underwriters, constitutes the valid and
          binding agreement of the Company, enforceable against the Company in
          accordance with its terms (subject to applicable bankruptcy,
          insolvency, reorganization, moratorium, fraudulent transfer and other
          similar laws affecting creditors' rights generally from time to time
          in effect and to general principles of equity, including, without
          limitation, concepts of materiality, reasonableness, good faith and
          fair dealing, regardless of whether in a proceeding in equity or at
          law).

               (l) The execution, delivery and performance of this Agreement and
          the International Underwriting Agreement by the Company and the
          consummation of the transactions contemplated hereby, and the
          transactions described in the Prospectus under the caption "The Roll-
          Up" (such transactions are herein collectively called the "Roll-Up")
          will not conflict with or result in a breach or violation of any of
          the terms or provisions of, or (with the giving of notice or the lapse
          of time or both) constitute a default under, (i) any indenture,
          mortgage, deed of trust, loan agreement or other agreement or
          instrument to which the Company or any of the Subsidiaries is a party
          or by which the Company or any of the Subsidiaries is bound or to
          which any of the properties or assets of the Company or any of the
          Subsidiaries is subject, (ii) the provisions of the charter, by-laws
          or other constitutive documents of the Company or any of the
          Subsidiaries or (iii) any statute or any order, rule or regulation of
          any court or governmental agency or body having jurisdiction over the
          Company or any of the Subsidiaries or any of their properties or
          assets, except in the cases of clause (i) or (iii), such breaches,
          violations or defaults that in the aggregate would not have a Material
          Adverse Effect; and except for (A) the registration of the Stock under
          the Securities Act and (B) such consents, approvals, authorizations,
          registrations or qualifications (1) as may be required under the
          Exchange Act and applicable state or foreign securities laws in
          connection with the purchase and distribution of the Stock by the U.S.
          Underwriters and the International Managers, (2) as may have already
          been obtained or made and (3) the failure to obtain or make would not,
          individually or in the aggregate, have a Material Adverse Effect, no
          consent, approval, authorization or order of, or filing or
          registration with, any court or governmental agency or body is
          required for the execution, delivery and performance of this Agreement
          or the International Underwriting Agreement by the Company and the
          consummation of the transactions contemplated hereby and in the Roll-
          Up.

                                       5

 
               (m) Except as described in the Prospectus, there are no
          contracts, agreements or understandings between the Company or any of
          the Subsidiaries and any person granting such person the right to
          require the Company or any of the Subsidiaries to file a registration
          statement under the Securities Act with respect to any securities of
          the Company and the Subsidiaries owned or to be owned by such person
          or to require the Company or any of the Subsidiaries to include such
          securities in the securities registered pursuant to the Registration
          Statement or in any securities being registered pursuant to any other
          registration statement filed by the Company or any of the Subsidiaries
          under the Securities Act.

               (n) Except as described in the Prospectus, the Company has not
          sold or issued any shares of Common Stock during the six-month period
          preceding the date of the Prospectus, including any sales pursuant to
          Rule 144A under, or Regulation D or Regulation S of, the Securities
          Act other than shares issued pursuant to employee benefit plans or
          other employee compensation plans or pursuant to outstanding options,
          rights or warrants.

               (o) Neither the Company nor any of its subsidiaries has
          sustained, since the date of the latest audited financial statements
          included in the Prospectus, any material loss or interference with its
          business from fire, explosion, flood or other calamity, whether or not
          covered by insurance, or from any labor dispute or court or
          governmental action, order or decree, otherwise than as set forth or
          contemplated in the Prospectus; and, since such date, except as
          described or contemplated in the Prospectus, there has not been any
          change in the capital stock or long-term debt of the Company or any of
          its subsidiaries or any adverse change, or any development involving a
          prospective adverse change, which individually or in the aggregate has
          had or would have a Material Adverse Effect.

               (p) The consolidated historical and pro forma financial
          statements, together with the related notes thereto filed as part of
          the Registration Statement or included in the Prospectus comply as to
          form in all material respects with the requirements of Regulation S-X
          under the Act applicable to registration statements on Form S-1 under
          the Act.  Such historical financial statements fairly present the
          financial position of the Company at the respective dates indicated
          and the results of operations and cash flows for the respective
          periods indicated, in each case in accordance with generally accepted
          accounting principles ("GAAP") consistently applied throughout such
          periods.  Such pro forma financial statements have been prepared on a
          basis consistent with such historical statements, except for the pro
          forma adjustments specified therein, and give effect to assumptions
          made on a reasonable basis and in good faith and present fairly the
          pro forma position, results of operations and the other information
          purported to be shown therein at the respective dates or the
          respective periods therein specified.  The other financial and
          statistical information and data filed as part of the

                                       6

 
          Registration Statement or included in the Prospectus, historical and
          pro forma, are, in all material respects, fairly presented and
          prepared on a basis consistent with such financial statements and the
          books and records of the Company.

               (q) KPMG Peat Marwick LLP, who have certified certain financial
          statements of the Company, whose report appears in the Prospectus and
          who have delivered the initial letter referred to in Section 14(k)
          hereof, are independent public accountants as required by the
          Securities Act and the Rules and Regulations during the periods
          covered by the financial statements on which they reported contained
          in the Prospectus.

               (r) The Company and each of the Subsidiaries has good and
          indefeasible title to all property (real and personal) described in
          the Prospectus as being owned by it, free and clear of all liens,
          claims, security interests or other encumbrances except such as are
          described in the Prospectus, and all the material property described
          in the Prospectus as being held under lease by the Company and any
          such Subsidiary is held by it under valid, subsisting and enforceable
          leases, with only such exceptions as would not in the aggregate have a
          Material Adverse Effect. In addition, except as described in the
          Prospectus, the consummation of the transactions contemplated by this
          Agreement and the Roll-Up will not give rise to any third party rights
          of first refusal under any agreement as to which the Company and any
          of the Subsidiaries or any of their property or assets may be subject.

               (s) The Company and each of the Significant Subsidiaries carry,
          or are covered by, insurance in such amounts and covering such risks
          as is adequate for the conduct of its businesses and the value of its
          properties and as is customary for companies engaged in similar
          businesses in similar industries.

               (t) The Company and each of the Significant Subsidiaries has such
          permits, licenses, franchises, certificates of need and other
          approvals or authorizations of any governmental or regulatory
          authority ("Permits"), including, without limitation, any permits
          required by the Federal Communications Commission ("FCC"), the Federal
          Aviation Administration ("FAA") or the Office of Telecommunications
          ("OFTEL"), as are necessary under applicable law to own their
          respective properties and to conduct their respective businesses in
          the manner described in the Prospectus, except to the extent that the
          failure to have such Permits would not have a Material Adverse Effect.
          The Company and the Significant Subsidiaries have fulfilled and
          performed in all material respects, all their respective obligations
          with respect to the Permits, and no event has occurred which allows,
          or after notice or lapse of time would allow, revocation or
          termination thereof or results in any other material impairment of the
          rights of the holder of any such Permit, subject in each case to such
          qualification as may be set forth in the Prospectus and except to the
          extent that any such revocation or

                                       7

 
          termination would not have a Material Adverse Effect. Except as
          described in the Prospectus, none of the Permits contains any
          restriction that has not previously been satisfied and that is
          materially burdensome to the Company or any of the Significant
          Subsidiaries.

               (u) For each existing tower of the Company not yet registered
          with the FCC where registration will be required, the FCC's grant of
          an application for registration of such tower will not have a
          significant environmental effect as defined under Section 1.1307(a) of
          the FCC's rules.

               (v) The consummation of the transactions contemplated by this
          Agreement shall not cause any third party to have any rights of first
          refusal with respect to the acquisition of towers under any Material
          Agreement that has not already been described in the Prospectus as to
          which the Company and any of the Significant Subsidiaries or any of
          their property or assets may be subject.

               (w) The Company and each of the Significant Subsidiaries owns or
          possesses all patents, trademarks, trademark registration, service
          marks, service mark registrations, trade names, copyrights, licenses,
          inventions, trade secrets and rights described in the Prospectus as
          being owned by any of them or necessary for the conduct of their
          respective businesses, and neither the Company nor any of the
          Significant Subsidiaries is aware of any claim to the contrary or any
          challenge by any other person to the rights of the Company or any of
          the Significant Subsidiaries with respect to such rights that, if
          determined adversely to the Company or any such Significant
          Subsidiary, would in the aggregate have a Material Adverse Effect.

               (x) There are no legal or governmental proceedings pending or, to
          the knowledge of the Company, threatened, against the Company or any
          Subsidiary or to which any of their respective properties is subject,
          that are not disclosed in the Prospectus and which are reasonably
          likely to have a Material Adverse Effect.  The descriptions in the
          Prospectus of all agreements, contracts, indentures, leases or other
          instruments are accurate in all material respects and fairly present
          the information purported to be described therein.

               (y) Neither the Company nor any of the Subsidiaries is involved
          in any strike, job action or labor dispute with any group of
          employees, and, to the knowledge of the Company and the Subsidiaries,
          no such action or dispute is threatened.

               (z) The Company and each of the Subsidiaries are in compliance in
          all material respects with all presently applicable provisions of the
          Employee Retirement Income Security Act of 1974, as amended, including
          the regulations and published interpretations thereunder ("ERISA"); no
          "reportable event" (as defined in ERISA) has occurred with respect to
          any "pension plan" (as defined in

                                       8

 
          ERISA) for which the Company would have any liability; the Company has
          not incurred and does not expect to incur liability under (i) Title IV
          of ERISA with respect to termination of, or withdrawal from, any
          "pension plan" or (ii) Sections 412 or 4971 of the Internal Revenue
          Code of 1986, as amended, including the regulations and published
          interpretations thereunder (the "Code"); and each "pension plan" for
          which the Company would have any liability that is intended to be
          qualified under Section 401(a) of the Code is so qualified in all
          material respects and nothing has occurred, whether by action or by
          failure to act, which would cause the loss of such qualification.

               (aa) The Company and each of the Subsidiaries have filed all
          federal, state and local income and franchise tax returns required to
          be filed through the date hereof and have paid all taxes due thereon,
          and no tax deficiency has been determined adversely to the Company or
          any of the Subsidiaries nor does the Company or any of the
          Subsidiaries have any knowledge of any tax deficiency which, if
          determined adversely to the Company or any of the Subsidiaries, would
          have a Material Adverse Effect.

               (bb) Since the date as of which information is given in the
          Prospectus through the date hereof, and except as may otherwise be
          disclosed in the Prospectus, the Company has not (i) issued or granted
          any securities, (ii) incurred any liability or obligation, direct or
          contingent, or entered into any transaction, in each case not in the
          ordinary course of business which is material to the Company and its
          Subsidiaries taken as a whole or (iii) declared or paid any dividend
          on its capital stock (excluding payment in lieu of fractional shares
          upon conversion of certain senior preferred convertible stock of the
          Company).

               (cc) The Company (i) makes and keeps accurate books and records
          and (ii) maintains a system of internal accounting controls sufficient
          to provide reasonable assurance that (A) transactions are executed in
          accordance with management's authorization, (B) transactions are
          recorded as necessary to permit preparation of its financial
          statements in conformity with GAAP and to maintain accountability for
          assets, (C) access to its assets is permitted only in accordance with
          management's general or specific authorization and (D) the reported
          accountability for its assets is compared with existing assets at
          reasonable intervals and appropriate action is taken with respect to
          any differences.

               (dd) Neither the Company nor any of the Subsidiaries (i) is in
          violation of its charter or by-laws, (ii) is in default in any
          material respect, and no event has occurred which, with notice or
          lapse of time or both, would constitute such a default, in the due
          performance or observance of any term, covenant or condition contained
          in any material indenture, mortgage, deed of trust, loan agreement or
          other agreement or instrument to which it is a party or by which it is
          bound or to which any of its properties or assets is subject or (iii)
          is in violation in any

                                       9

 
          material respect of any law, ordinance, governmental rule, regulation
          or court decree to which it or its property or assets may be subject
          or has failed to obtain any material license, permit, certificate,
          franchise or other governmental authorization or permit necessary to
          the ownership of its property or to the conduct of its business.

               (ee) Neither the Company nor any of the Subsidiaries, nor any
          director, officer, agent, employee or other person associated with or
          acting on behalf of the Company or any of the Subsidiaries, has used
          any corporate funds for any unlawful contribution, gift, entertainment
          or other unlawful expense relating to political activity; made any
          direct or indirect unlawful payment to any foreign or domestic
          government official or employee from corporate funds; violated or is
          in violation of any provision of the Foreign Corrupt Practices Act of
          1977; or made any bribe, rebate, payoff, influence payment, kickback
          or other unlawful payment.

               (ff) There has been no storage, disposal, generation,
          manufacture, refinement, transportation, handling or treatment of
          toxic wastes, medical wastes, hazardous wastes or hazardous substances
          by the Company or any of the Subsidiaries (or, to the knowledge of the
          Company, any of their predecessors in interest) at, upon or from any
          of the property now or previously owned or leased by the Company or
          any of the Subsidiaries in violation of any applicable law, ordinance,
          rule, regulation, order, judgment, decree or permit or which would
          require remedial action under any applicable law, ordinance, rule,
          regulation, order, judgment, decree or permit, except for any
          violation or remedial action which would not have, or could not be
          reasonably likely to have, singularly or in the aggregate, a Material
          Adverse Effect; there has been no material spill, discharge, leak,
          emission, injection, escape, dumping or release of any kind onto such
          property or into the environment surrounding such property of any
          toxic wastes, medical wastes, solid wastes, hazardous wastes or
          hazardous substances due to or caused by the Company or any of the
          Subsidiaries or with respect to which the Company or any of the
          Subsidiaries has knowledge, except for any such spill, discharge,
          leak, emission, injection, escape, dumping or release which would not
          have or would not be reasonably likely to have, singularly or in the
          aggregate, a Material Adverse Effect; and the terms "hazardous
          wastes," "toxic wastes," "hazardous substances" and "medical wastes"
          shall have the meanings specified in any applicable local, state,
          federal and foreign laws or regulations with respect to environmental
          protection.

               (gg) Neither the Company nor any Subsidiary is an "investment
          company" within the meaning of such term under the United States
          Investment Company Act of 1940, as amended, and the rules and
          regulations of the Commission promulgated thereunder.

                                       10

 
               (hh) The Company has complied with all provisions of Section
          517.075, Florida Statutes relating to doing business with the
          Government of Cuba or with any person or affiliate located in Cuba.

          2. Representations, Warranties and Agreements of the Crown Selling
Stockholders. Each of the Crown Selling Stockholders represents, warrants and
agrees that:

               (a) Such Crown Selling Stockholder has, and immediately prior to
          the First Delivery Date (as defined in Section 7 hereof) such Crown
          Selling Stockholder will have, good and valid title to the shares of
          Stock to be sold by such Crown Selling Stockholder hereunder on such
          date, free and clear of all liens, encumbrances, equities or claims;
          and upon delivery of such shares and payment therefor pursuant hereto
          and thereto, good and valid title to such shares, free and clear of
          all liens, encumbrances, equities or claims, will pass to the several
          U.S. Underwriters.

               (b) Such Crown Selling Stockholder has placed in custody under a
          custody agreement (the "Custody Agreement") with the Company, as
          custodian (the "Custodian"), for delivery under this Agreement,
          certificates in negotiable form (with signature guaranteed by a
          commercial bank or trust company having an office or correspondent in
          the United States or a member firm of the New York or American Stock
          Exchanges) representing the shares of Stock to be sold by such Crown
          Selling Stockholder hereunder.

               (c) Such Crown Selling Stockholder has duly and irrevocably
          executed and delivered a power of attorney (the "Power of Attorney")
          appointing the Custodian and one or more other persons, as attorneys-
          in-fact, with full power of substitution, and with full authority
          (exercisable by any one or more of them) to execute and deliver this
          Agreement and to take such other action as may be necessary or
          desirable to carry out the provisions hereof on behalf of such Crown
          Selling Stockholder.

               (d) Such Crown Selling Stockholder has full right, power and
          authority to enter into this Agreement, the Power of Attorney and the
          Custody Agreement; the execution, delivery and performance of this
          Agreement, the Power of Attorney and the Custody Agreement by such
          Crown Selling Stockholder and the consummation by such Crown Selling
          Stockholder of the transactions contemplated hereby and thereby will
          not conflict with or result in a breach or violation of any of the
          terms or provisions of, or constitute a default under, any indenture,
          mortgage, deed of trust, loan agreement or other agreement or
          instrument to which such Crown Selling Stockholder is a party or by
          which such Crown Selling Stockholder is bound or to which any of the
          property or assets of such Crown Selling Stockholder is subject, nor
          will such actions result in any violation of any statute or any order,
          rule or regulation of any court or governmental agency or body having
          jurisdiction over such Crown Selling

                                       11

 
          Stockholder or the property or assets of such Crown Selling
          Stockholder; and, except for the registration of the Stock under the
          Securities Act and such consents, approvals, authorizations,
          registrations or qualifications as may be required under the Exchange
          Act and applicable state or foreign securities laws in connection with
          the purchase and distribution of the Stock by the U.S. Underwriters,
          no consent, approval, authorization or order of, or filing or
          registration with, any such court or governmental agency or body is
          required for the execution, delivery and performance of this
          Agreement, the Power of Attorney or the Custody Agreement by such
          Crown Selling Stockholder and the consummation by such Crown Selling
          Stockholder of the transactions contemplated hereby and thereby.

               (e) Such Crown Selling Stockholder has no actual knowledge (as
          defined in Section 15(g) hereof) of (i) any untrue statement or
          alleged untrue statement of a material fact contained in any
          Preliminary Prospectus, the Registration Statement or the Prospectus
          or in any amendment or supplement thereto, in each case as of its date
          or as of the First Delivery Date or (ii) the omission or alleged
          omission to state in any Preliminary Prospectus, the Registration
          Statement or the Prospectus, or in any amendment or supplement
          thereto, in each case as of its date or as of the First Delivery Date,
          any material fact required to be stated therein or necessary to make
          the statements therein not misleading.

               (f) Such Crown Selling Stockholder has not taken and will not
          take, directly or indirectly, any action which is designed to or which
          has constituted or which might reasonably be expected to cause or
          result in the stabilization or manipulation of the price of any
          security of the Company to facilitate the sale or resale of the shares
          of the Stock.

          3. Representations, Warranties and Agreements of the Executive Selling
Stockholders. Each Executive Selling Stockholder, severally and not jointly,
represents, warrants and agrees as to such Executive Selling Stockholder that:

               (a) Such Executive Selling Stockholder will have, immediately
          prior to the Second Delivery Date (as defined in Section 7 hereof),
          good and valid title to the shares of Stock to be sold by such
          Executive Selling Stockholder hereunder on such date, free and clear
          of all liens, encumbrances, equities or claims; and upon delivery of
          such shares and payment therefor pursuant hereto and thereto, good and
          valid title to such shares, free and clear of all liens, encumbrances,
          equities or claims, will pass to the several U.S. Underwriters.

               (b) Such Executive Selling Stockholder has placed in custody
          under a custody agreement (the "Custody Agreement") with the Company,
          as custodian (the "Custodian"), for delivery under this Agreement,
          certificates in negotiable form (with signature guaranteed by a
          commercial bank or trust company having an office or correspondent in
          the United States or a member firm of the New York 

                                       12

 
          or American Stock Exchanges) or an irrevocable exercise notice of
          options representing the shares of Stock to be sold by such Executive
          Selling Stockholder hereunder.

               (c) Such Executive Selling Stockholder has duly and irrevocably
          executed and delivered a power of attorney (the "Power of Attorney")
          appointing one or more persons as attorneys-in-fact, with full power
          of substitution, and with full authority (exercisable by any one or
          more of them) to execute and deliver this Agreement and to take such
          other action as may be necessary or desirable to carry out the
          provisions hereof on behalf of such Executive Selling Stockholder.

               (d) Such Executive Selling Stockholder has full right, power and
          authority to enter into this Agreement, the Power of Attorney and the
          Custody Agreement; the execution, delivery and performance of this
          Agreement, the Power of Attorney and the Custody Agreement by such
          Executive Selling Stockholder and the consummation by such Executive
          Selling Stockholder of the transactions contemplated hereby and
          thereby will not result in a material breach or violation of any of
          the terms or provisions of, or constitute a default under, any
          material indenture, mortgage, deed of trust, loan agreement or other
          similar agreement or instrument to which such Executive Selling
          Stockholder is a party or by which such Executive Selling Stockholder
          is bound or to which any of the property or assets of such Executive
          Selling Stockholder is subject, nor will such actions result in any
          material violation of any statute or any order, rule or regulation of
          any court or governmental agency or body having jurisdiction over such
          Executive Selling Stockholder or the property or assets of such
          Executive Selling Stockholder; and, except for (A) the registration of
          the Stock under the Securities Act and (B) such consents, approvals,
          authorizations, registrations or qualifications (1) as may be required
          under the Exchange Act and applicable state or foreign securities laws
          in connection with the purchase and distribution of the Stock by the
          U.S. Underwriters, (2) as may have already been obtained or made and
          (3) the failure to obtain or make would not, individually or in the
          aggregate, have a material adverse effect on such Selling
          Stockholder's ability to transfer and sell its Option Stock to the
          U.S. Underwriters, no consent, approval, authorization or order of, or
          filing or registration with, any such court or governmental agency or
          body is required for the execution, delivery and performance of this
          Agreement, the Power of Attorney or the Custody Agreement by such
          Executive Selling Stockholder and the consummation by such Executive
          Selling Stockholder of the transactions contemplated hereby and
          thereby.

               (e) Such Executive Selling Stockholder has no reason to believe
          that the representations and warranties of the Company contained in
          Section 1 hereof are not materially true and correct, is familiar with
          the Registration Statement and the Prospectus (as amended or
          supplemented) and has no knowledge of any material fact, condition or
          information not disclosed in the Registration Statement, as of

                                       13

 
          the effective date, or the Prospectus (or any amendment or supplement
          thereto), as of the applicable filing date, which has adversely
          affected or may adversely affect the business of the Company and is
          not prompted to sell shares of Common Stock by any information
          concerning the Company which is not set forth in the Registration
          Statement and the Prospectus.

               (f) Such Executive Selling Stockholder has not taken and will not
          take, directly or indirectly, any action which is designed to or which
          has constituted or which might reasonably be expected to cause or
          result in the stabilization or manipulation of the price of any shares
          of Common Stock or any security convertible into or exchangeable or
          exercisable for shares of Common Stock to facilitate the sale or
          resale of the shares of the Stock.

          4. Representations, Warranties and Agreements of the Employee Selling
Stockholders and the Sponsor Selling Stockholders. Each Employee Selling
Stockholder and each Sponsor Selling Stockholder, severally and not jointly,
represents, warrants and agrees as to such Employee Selling Stockholder or
Sponsor Selling Stockholder, as the case may be, that:

               (a) Such Selling Stockholder has, and immediately prior to the
          Second Delivery Date (as defined in Section 7 hereof) such Selling
          Stockholder will have, good and valid title to the shares of Stock to
          be sold by such Selling Stockholder hereunder on such date, free and
          clear of all liens, encumbrances, equities or claims; and upon
          delivery of such shares and payment therefor pursuant hereto and
          thereto, good and valid title to such shares, free and clear of all
          liens, encumbrances, equities or claims, will pass to the several U.S.
          Underwriters.

               (b) Such Selling Stockholder has placed in custody under a
          custody agreement (the "Custody Agreement") with the Company, as
          custodian (the "Custodian"), for delivery under this Agreement,
          certificates in negotiable form (with signature guaranteed by a
          commercial bank or trust company having an office or correspondent in
          the United States or a member firm of the New York or American Stock
          Exchanges) representing the shares of Stock to be sold by such Selling
          Stockholder hereunder.

               (c) Such Selling Stockholder has duly and irrevocably executed
          and delivered a power of attorney (the "Power of Attorney") appointing
          one or more persons as attorneys-in-fact, with full power of
          substitution, and with full authority (exercisable by any one or more
          of them) to execute and deliver this Agreement and to take such other
          action as may be necessary or desirable to carry out the provisions
          hereof on behalf of such Selling Stockholder.

               (d) Such Selling Stockholder has full right, power and authority
          to enter into this Agreement, the Power of Attorney and the Custody
          Agreement; the execution, delivery and performance of this Agreement,
          the Power of Attorney and the Custody Agreement by such Selling
          Stockholder and the consummation 

                                       14

 
          by such Selling Stockholder of the transactions contemplated hereby
          and thereby will not result in a material breach or violation of any
          of the terms or provisions of, or constitute a default under, any
          material indenture, mortgage, deed of trust, loan agreement or other
          similar agreement or instrument to which such Selling Stockholder is a
          party or by which such Selling Stockholder is bound or to which any of
          the property or assets of such Selling Stockholder is subject, nor
          will such actions result in any material violation of any statute or
          any order, rule or regulation of any court or governmental agency or
          body having jurisdiction over such Selling Stockholder or the property
          or assets of such Selling Stockholder; and, except for (A) the
          registration of the Stock under the Securities Act and (B) such
          consents, approvals, authorizations, registrations or qualifications
          (1) as may be required under the Exchange Act and applicable state or
          foreign securities laws in connection with the purchase and
          distribution of the Stock by the U.S. Underwriters, (2) as may have
          already been obtained or made and (3) the failure to obtain or make
          would not, individually or in the aggregate, have a material adverse
          effect on such Selling Stockholder's ability to transfer and sell its
          Option Stock to the U.S. Underwriters, no consent, approval,
          authorization or order of, or filing or registration with, any such
          court or governmental agency or body is required for the execution,
          delivery and performance of this Agreement, the Power of Attorney or
          the Custody Agreement by such Selling Stockholder and the consummation
          by such Selling Stockholder of the transactions contemplated hereby
          and thereby.

               (e) Such Selling Stockholder has not taken and will not take,
          directly or indirectly, any action which is designed to or which has
          constituted or which might reasonably be expected to cause or result
          in the stabilization or manipulation of the price of any shares of
          Common Stock or any security convertible into or exchangeable or
          exercisable for shares of Common Stock to facilitate the sale or
          resale of the shares of the Stock.

          5.   Purchase of the Stock by the U.S. Underwriters.  On the basis of
the representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Company agrees to sell 21,250,000 shares of
the Firm Stock and the Crown Selling Stockholders hereby agree to sell an
aggregate of 3,750,000 shares of the Firm Stock (as allocated among the Crown
Selling Stockholders pursuant to Schedule 2 hereto) to the several U.S.
Underwriters and each U.S. Underwriter, severally and not jointly, agrees to
purchase the respective number of shares of Firm Stock set opposite that U.S.
Underwriter's name in Schedule 1 hereto at U.S. $__________ a share. Each U.S.
Underwriter shall be obligated to purchase from the Company and from each Crown
Selling Stockholder that number of shares of the Firm Stock which represents the
same proportion of the number of shares of the Firm Stock to be sold by the
Company and the Crown Selling Stockholders as the number of shares of the Firm
Stock set forth opposite the name of such U.S. Underwriter in Schedule 1
represents of the total number of shares of the Firm Stock to be purchased by
all of the U.S. Underwriters pursuant to this Agreement. The respective purchase
obligations of the U.S. Underwriters with respect to the

                                       15

 
Firm Stock shall be rounded among the U.S. Underwriters to avoid fractional
shares, as the Representatives may determine.

          In addition, the Option Selling Stockholders, severally and not
jointly, grant to the U.S. Underwriters an option to purchase up to an aggregate
of 4,687,500 shares of Option Stock (as allocated among the Option Selling
Stockholders pursuant to Schedule 2 hereto). Such option is granted solely for
the purpose of covering over-allotments in the sale of Firm Stock and is
exercisable as provided in Section 7 hereof. Shares of Option Stock shall be
purchased severally for the account of the U.S. Underwriters in proportion to
the number of shares of Firm Stock set opposite the name of such U.S.
Underwriters in Schedule 1 hereto at U.S. $__________ a share. The respective
purchase obligations of each U.S. Underwriter with respect to the Option Stock
shall be adjusted by the Representatives so that no U.S. Underwriter shall be
obligated to purchase Option Stock other than in 100 share amounts.

          The Company and the Crown Selling Stockholders shall not be obligated
to deliver any of the Stock to be delivered on the First Delivery Date (as
hereinafter defined) except upon payment for all the Stock to be purchased on
such Delivery Date as provided herein.  The Option Selling Stockholders shall
not be obligated to deliver any of the Option Stock to be delivered on the
Second Delivery Date (as hereinafter defined), except upon payment for all the
Option Stock to be purchased on such delivery date as provided herein.

          6. Offering of Stock by the U.S. Underwriters.

          Upon authorization by the Representatives of the release of the Firm
Stock, the several U.S. Underwriters propose to offer the Firm Stock for sale
upon the terms and conditions set forth in the Prospectus.  The Firm Stock is to
be offered to the public initially at U.S. $________ a share.

          Each U.S. Underwriter agrees that, except to the extent permitted by
the Agreement Between U.S. Underwriters and International Managers, it will not
offer or sell any of the Stock outside of the United States or Canada.

          7. Delivery of and Payment for the Stock.  Delivery of and payment
for the Firm Stock shall be made at the office of Cravath, Swaine & Moore, 825
Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York City time, on the
third full business day following the date of this Agreement or at such other
date or place as shall be determined by agreement between the Representatives
and the Company. This date and time are sometimes referred to as the "First
Delivery Date." On the First Delivery Date, the Company and the Crown Selling
Stockholders shall deliver or cause to be delivered certificates representing
the Firm Stock to the Representatives for the account of each U.S. Underwriter
against payment to or upon the order of the Company and the Crown Selling
Stockholders of the purchase price in immediately available funds. Time shall be
of the essence, and delivery at the time and place specified pursuant to this
Agreement is a further condition of the obligation of each U.S. Underwriter
hereunder. Upon delivery, the Firm Stock shall be registered in such names and
in such denominations as the Representatives shall request in writing not less
than two full business days prior to the First

                                       16

 
Delivery Date. For the purpose of expediting the checking and packaging of the
certificates for the Firm Stock, the Company and the Crown Selling Stockholders
shall make the certificates representing the Firm Stock available for inspection
by the Representatives in New York, New York, not later than 2:00 P.M., New York
City time, on the business day prior to the First Delivery Date.

          At any time on or before the thirtieth day after the date of this
Agreement the option granted in Section 5 may be exercised by written notice
being given to the Company and to the Option Selling Stockholders by the
Representatives. Such notice shall set forth the aggregate number of shares of
Option Stock as to which the option is being exercised, the names in which the
shares of Option Stock are to be registered, the denominations in which the
shares of Option Stock are to be issued and the date and time, as determined by
the Representatives, when the shares of Option Stock are to be delivered;
provided, however, that this date and time shall not be earlier than the First
Delivery Date nor earlier than the second business day after the date on which
the option shall have been exercised nor later than the fifth business day after
the date on which the option shall have been exercised. The date and time the
shares of Option Stock are delivered are sometimes referred to as the "Second
Delivery Date" and the First Delivery Date and the Second Delivery Date are
sometimes each referred to as a "Delivery Date."

          Delivery of and payment for the Option Stock shall be made at the
place specified in the first sentence of the first paragraph of this Section 7
(or at such other place as shall be determined by agreement between the
Representatives and the Company) at 10:00 A.M., New York City time, on the
Second Delivery Date. On the Second Delivery Date, each Option Selling
Stockholder shall deliver or cause to be delivered the certificates representing
the Option Stock to be sold by such Option Selling Stockholder to the
Representatives for the account of each U.S. Underwriter against payment to or
upon the order of the Company of the purchase price in immediately available
funds. Time shall be of the essence, and delivery at the time and place
specified pursuant to this Agreement is a further condition of the obligation of
each U.S. Underwriter hereunder. Upon delivery, the Option Stock shall be
registered in such names and in such denominations as the Representatives shall
request in the aforesaid written notice. For the purpose of expediting the
checking and packaging of the certificates for the Option Stock, the Option
Selling Stockholders shall make the certificates representing the Option Stock
available for inspection by the Representatives in New York, New York, not later
than 2:00 P.M., New York City time, on the business day prior to the Second
Delivery Date.

          8.  Further Agreements of the Company.  The Company agrees:

               (a) To prepare the Prospectus in a form approved by the
          Representatives and to file such Prospectus pursuant to Rule 424(b)
          under the Securities Act not later than Commission's close of business
          on the second business day following the execution and delivery of
          this Agreement or, if applicable, such earlier time as may be required
          by Rule 430A(a)(3) under the Securities Act; to make no further
          amendment or any supplement to the Registration Statement or to the
          Prospectus 

                                       17

 
          except as permitted herein; to advise the Representatives, promptly
          after it receives notice thereof, of the time when any amendment to
          the Registration Statement has been filed or becomes effective or any
          supplement to the Prospectus or any amended Prospectus has been filed
          and to furnish the Representatives with copies thereof; to advise the
          Representatives, promptly after it receives notice thereof, of the
          issuance by the Commission of any stop order or of any order
          preventing or suspending the use of any Preliminary Prospectus or the
          Prospectus, of the suspension of the qualification of the Stock for
          offering or sale in any jurisdiction, of the initiation or threatening
          of any proceeding for any such purpose, or of any request by the
          Commission for the amending or supplementing of the Registration
          Statement or the Prospectus or for additional information; and, in the
          event of the issuance of any stop order or of any order preventing or
          suspending the use of any Preliminary Prospectus or the Prospectus or
          suspending any such qualification, to use promptly its best efforts to
          obtain its withdrawal;

               (b) To furnish promptly to each of the Representatives and to
          counsel for the U.S. Underwriters a signed copy of the Registration
          Statement as originally filed with the Commission, and each amendment
          thereto filed with the Commission, including all consents and exhibits
          filed therewith;

               (c) To deliver promptly to the Representatives such number of the
          following documents as the Representatives shall reasonably request:
          (i) conformed copies of the Registration Statement as originally filed
          with the Commission and each amendment thereto (in each case excluding
          exhibits other than this Agreement and the computation of earnings per
          share) and (ii) each Preliminary Prospectus, the Prospectus and any
          amended or supplemented Prospectus and, if the delivery of a
          prospectus is required at any time after the Effective Time in
          connection with the offering or sale of the Stock or any other
          securities relating thereto and if at such time any events shall have
          occurred as a result of which the Prospectus as then amended or
          supplemented would include an untrue statement of a material fact or
          omit to state any material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading, or, if for any other reason it shall be
          necessary to amend or supplement the Prospectus in order to comply
          with the Securities Act, to notify the Representatives and, upon their
          request, to prepare and furnish without charge to each U.S.
          Underwriter and to any dealer in securities as many copies as the
          Representatives may from time to time reasonably request of an amended
          or supplemented Prospectus which will correct such statement or
          omission or effect such compliance;

               (d) To file promptly with the Commission any amendment to the
          Registration Statement or the Prospectus or any supplement to the
          Prospectus that 

                                       18

 
          may, in the judgment of the Company or the Representatives, be
          required by the Securities Act or requested by the Commission;

               (e) Prior to filing with the Commission any amendment to the
          Registration Statement or supplement to the Prospectus or any
          Prospectus pursuant to Rule 424 of the Rules and Regulations, to
          furnish a copy thereof to the Representatives and counsel for the U.S.
          Underwriters and obtain the consent of the Representatives to the
          filing;

               (f) As soon as practicable after the Effective Date (it being
          understood that the Company shall have until at least 410 days after
          the end of the Company's current fiscal quarter), to make generally
          available to the Company's security holders and to deliver to the
          Representatives an earnings statement of the Company and its
          subsidiaries (which need not be audited) complying with Section 11(a)
          of the Securities Act and the Rules and Regulations (including, at the
          option of the Company, Rule 158);

               (g) For a period of three years following the Effective Date, to
          furnish to the Representatives copies of all materials furnished by
          the Company to its shareholders and all public reports and all reports
          and financial statements furnished by the Company to the principal
          national securities exchange upon which the Common Stock may be listed
          pursuant to requirements of or agreements with such exchange or to the
          Commission pursuant to the Exchange Act or any rule or regulation of
          the Commission thereunder;

               (h) Promptly from time to time to take such action as the
          Representatives may reasonably request to qualify the Stock for
          offering and sale under the securities laws of such jurisdictions as
          the Representatives may request and to comply with such laws so as to
          permit the continuance of sales and dealings therein in such
          jurisdictions for as long as may be necessary to complete the
          distribution of the Stock; provided that in connection therewith the
          Company shall not be required to qualify as a foreign corporation or
          to file a general consent to service of process in any jurisdiction;

               (i) For a period of 180 days from the date of the Prospectus, not
          to, directly or indirectly, offer for sale, sell or otherwise dispose
          of (or enter into any transaction or device which is designed to, or
          could be expected to, result in the disposition by any person at any
          time in the future of) any shares of Common Stock (other than the
          Stock, the International Stock and shares issued pursuant to employee
          benefit plans or other employee compensation plans existing on the
          date hereof or pursuant to currently outstanding options, warrants or
          rights), or sell or grant options, rights or warrants with respect to
          any shares of Common Stock (other than the grant of options pursuant
          to option plans existing on the date hereof), without the prior
          written consent of Lehman Brothers Inc.; to cause each person that, as
          of the date of this Agreement (i) is a recordholder of Common 

                                       19

 
          Stock or (ii) has the right to acquire shares of Common Stock upon
          conversion, reclassification, exchange or exercise of another
          security, which right will occur or may be fully vested and
          exercisable within 180 days of this Agreement (excluding the right to
          acquire shares of Common Stock pursuant to the CTSH All Employee Plan
          and the CTSH Bonus Share Plan, each as defined in the Prospectus); to
          furnish to the Representatives, prior to the First Delivery Date, a
          letter or letters, in form and substance substantially similar to
          Exhibit A attached hereto (which is substantially identical to Exhibit
          A to the International Underwriting Agreement);

               (j) Prior to filing with the Commission any reports on Form SR
          pursuant to Rule 463 of the Rules and Regulations, to furnish a copy
          thereof to the counsel for the U.S. Underwriters and receive and
          consider its comments thereon, and to deliver promptly to the
          Representatives a signed copy of each report on Form SR filed by it
          with the Commission; and

               (k) To take such steps as shall be necessary to ensure that
          neither the Company nor any subsidiary shall become an "investment
          company" within the meaning of such term under the U.S. Investment
          Company Act of 1940, as amended, and the rules and regulations of the
          Commission promulgated thereunder.

          9.  Further Agreements of the Crown Selling Stockholders.  Each Crown
Selling Stockholder agrees:

               (a) For a period of 180 days from the date of the Prospectus, not
          to, directly or indirectly, offer for sale, sell or otherwise dispose
          of (or enter into any transaction or device which is designed to, or
          could be expected to, result in the disposition by any person at any
          time in the future of) any shares of Common Stock (other than the
          Stock) without the prior written consent of Lehman Brothers Inc.;
          provided, however, that the foregoing provision shall not apply to
          transfers, without consideration, of the Common Stock or any
          securities convertible into, or exercisable or exchangeable for Common
          Stock, to immediate family members, to trusts established for the
          benefit of one or more immediate family members, or to trusts
          established for charitable purposes, provided that, in each case
          referred to in this proviso, the transferee executes and delivers to
          Lehman Brothers Inc. an agreement whereby the transferee agrees to be
          bound by all of the foregoing terms and provisions set forth in this
          Section 9(a);

               (b) That the Stock to be sold by such Crown Selling Stockholder
          hereunder which is represented by the certificates held in custody for
          such Crown Selling Stockholder is subject to the interest of the U.S.
          Underwriters, that the arrangements made by such Crown Selling
          Stockholder for such custody are to that extent irrevocable, and that
          the obligations of such Crown Selling Stockholder hereunder shall not
          be terminated by any act of such Crown Selling 

                                       20

 
          Stockholder, by operation of law, by the death or incapacity of any
          individual Crown Selling Stockholder or, in the case of a trust, by
          the death or incapacity of any executor or trustee or the termination
          of such trust, or the occurrence of any other event; and

               (c) To deliver to the Representatives prior to the First Delivery
          Date a properly completed and executed United States Treasury
          Department Form W-8 (if such Crown Selling Stockholder is a non-United
          States person or Form W-9 (if such Crown Selling Stockholder is a
          United States person).

          10.  Further Agreements of the Executive Selling Stockholders.  Each
Executive Selling Stockholder, severally and not jointly, agrees with respect
only to such Executive Selling Stockholder:

               (a) For a period of 180 days from the date of the Prospectus, not
          to, directly or indirectly, offer for sale, sell or otherwise dispose
          of (or enter into any transaction or device which is designed to, or
          could be expected to, result in the disposition by any person at any
          time in the future of) any shares of Common Stock without the prior
          written consent of Lehman Brothers, Inc.; provided, however, that on
          the Second Delivery Date each Executive Selling Stockholder may sell
          the number of shares of Common Stock listed opposite such Executive
          Selling Stockholder's name on Schedule 2 hereto to the Underwriters
          pursuant to Section 5 hereof, it being understood that such number of
          shares represents an amount not in excess of 12% of such Executive
          Selling Stockholder's beneficial ownership interest in Common Stock of
          the Company on a fully diluted basis, as of the date of the
          Prospectus, after giving effect to the conversion of all shares of the
          Company's Series A Preferred Stock, Series B Preferred Stock and
          Series C Preferred Stock into shares of Common Stock (the
          "Conversions"), the reclassification of shares of the Company's Class
          B Common Stock into shares of Common Stock (the "Reclassification")
          and the Roll-Up.

               (b) That the Stock to be sold by such Executive Selling
          Stockholder hereunder which is represented by the certificates or
          option exercise notices held in custody for such Executive Selling
          Stockholder is subject to the interest of the U.S. Underwriters, that
          the arrangements made by such Executive Selling Stockholder for such
          custody are to that extent irrevocable, and that the obligations of
          such Executive Selling Stockholder hereunder shall not be terminated
          by any act of such Executive Selling Stockholder, by operation of law,
          by the death or incapacity of such Executive Selling Stockholder or,
          in the case of a trust, by the death or incapacity of any executor or
          trustee or the termination of such trust, or the occurrence of any
          other event.

               (c) To deliver to the Representatives prior to the Second
          Delivery Date a properly completed and executed United States Treasury
          Department Form W-8 

                                       21

 
          (if such Executive Selling Stockholder is a non-United States person)
          or Form W-9 (if such Executive Selling Stockholder is a United States
          person).

          11.  Further Agreements of the Employee Selling Stockholders.  Each
Employee Selling Stockholder, severally and not jointly, agrees with respect
only to such Employee Selling Stockholder:

               (a) For a period of 180 days from the date of the Prospectus, not
          to, directly or indirectly, offer for sale, sell or otherwise dispose
          of (or enter into any transaction or device which is designed to, or
          could be expected to, result in the disposition by any person at any
          time in the future of) any shares of Common Stock without the prior
          written consent of Lehman Brothers Inc.; provided, however, that on
          the Second Delivery Date each Employee Selling Stockholder  may sell
          the number of shares of Common Stock listed opposite such Employee
          Selling Stockholder's name on Schedule 2 hereto to the U.S.
          Underwriters pursuant to Section 5 hereof, it being understood that
          such number of shares represents an amount not in excess of 12% of
          such Employee Selling Stockholder's beneficial ownership interest in
          Common Stock of the Company on a fully diluted basis as of the date of
          the Prospectus, after giving effect to the Conversions, the
          Reclassification and the Roll-Up; provided further, that to the extent
          the total number of shares listed opposite of any Employee Selling
          Stockholder's name on Schedule 2 hereto are not sold to the U.S.
          Underwriters pursuant to Section 5 hereof for any reason, such
          Employee Selling Stockholder may sell to third parties any shares that
          could have been sold but were not sold pursuant to Section 5 hereof in
          compliance with the registration requirements of the Securities Act or
          pursuant to a valid exemption therefrom.

               (b) That the Stock to be sold by such Employee Selling
          Stockholder hereunder which is represented by the certificates or
          option exercise notices held in custody for such Employee Selling
          Stockholder is subject to the interest of the U.S. Underwriters, that
          the arrangements made by such Employee Selling Stockholder for such
          custody are to that extent irrevocable, and that the obligations of
          such Employee Selling Stockholder hereunder shall not be terminated by
          any act of such Employee Selling Stockholder, by operation of law, by
          the death or incapacity of such Employee Selling Stockholder or, in
          the case of a trust, by the death or incapacity of any executor or
          trustee or the termination of such trust, or the occurrence of any
          other event.

               (c) To deliver to the Representatives prior to the Second
          Delivery Date a properly completed and executed United States Treasury
          Department Form W-8 (if such Employee Selling Stockholder is a non-
          United States person) or Form W-9 (if such Employee Selling
          Stockholder is a United States person).

                                       22

 
          12.  Further Agreements of the Sponsor Selling Stockholders.  Each
Sponsor Selling Stockholder, severally and not jointly, agrees with respect only
to such Sponsor Selling Stockholder:

               (a) For a period of 180 days from the date of the Prospectus, not
          to, directly or indirectly, offer for sale, sell or otherwise dispose
          of (or enter into any transaction or device which is designed to, or
          could be expected to, result in the disposition by any person at any
          time in the future of) any shares of Common Stock without the prior
          written consent of Lehman Brothers Inc.; provided, however, that on
          the Second Delivery Date each Sponsor Selling Stockholder  may sell
          the number of shares of Common Stock listed opposite such Sponsor
          Selling Stockholder's name on Schedule 2 hereto to the U.S.
          Underwriters pursuant to Section 5 hereof, it being understood that
          such number of shares represents a pro rata allocation among Sponsor
          Selling Stockholders of Option Stock in an amount equal to the
          difference between the total number of Option Stock and the aggregate
          number of Option Stock sold by the Executive Selling Stockholders and
          the Employee Selling Stockholders pursuant to Section 5 hereof.

               (b) That the Stock to be sold by such Sponsor Selling Stockholder
          hereunder which is represented by the certificates held in custody for
          such Sponsor Selling Stockholder is subject to the interest of the
          U.S. Underwriters, that the arrangements made by such Sponsor Selling
          Stockholder for such custody are to that extent irrevocable, and that
          the obligations of such Sponsor Selling Stockholder hereunder shall
          not be terminated by any act of such Sponsor Selling Stockholder, by
          operation of law, by the death or incapacity of such Sponsor Selling
          Stockholder or, in the case of a trust, by the death or incapacity of
          any executor or trustee or the termination of such trust, or the
          occurrence of any other event.

               (c) To deliver to the Representatives prior to the Second
          Delivery Date a properly completed and executed United States Treasury
          Department Form W-8 (if such Sponsor Selling Stockholder is a non-
          United States person or Form W-9 (if such Sponsor Selling Stockholder
          is a United States person).

          13.  Expenses.  The Company agrees to pay (a) the costs incident to
the authorization, issuance, sale and delivery of the Stock and any taxes
payable in connection therewith; (b) the costs incident to the preparation,
printing and filing under the Securities Act of the Registration Statement and
any amendments, supplements and exhibits thereto; (c) the costs of distributing
the Registration Statement as originally filed and each amendment thereto and
any post-effective amendments thereof (including, in each case, exhibits), any
Preliminary Prospectus, the Prospectus and any amendment or supplement to the
Prospectus, all as provided in this Agreement; (d) the costs of delivering and
distributing the Custody Agreement and the Power of Attorney; (e) the filing
fees incident to securing any required review by the National Association of
Securities Dealers, Inc. of the terms of sale of the Stock; (f) any applicable
listing 

                                       23

 
or other fees; (g) the fees and expenses (not in excess, in the
aggregate, of $__________) of qualifying the Stock under the securities laws of
the several jurisdictions as provided in Section 8(h) and of preparing, printing
and distributing a Blue Sky Memorandum (including related fees and expenses of
counsel to the U.S. Underwriters); (h) all fees and expenses of an independent
underwriter; (i) all costs and expenses of the U.S. Underwriters, including the
fees and disbursements of counsel for the U.S. Underwriters, incident to the
offer and sale of shares of the Stock by the U.S. Underwriters to employees and
persons having business relationships with the Company and its subsidiaries; (k)
all fees and expenses of Hutchins, Wheeler & Dittmar, counsel to the Sponsor
Selling Stockholders, incurred in connection with the Public Offering; and (l)
all other costs and expenses incident to the performance of the obligations of
the Company and the Selling Stockholders under this Agreement; provided that,
except as provided in this Section 13 and in Section 18, the U.S. Underwriters
shall pay their own costs and expenses, including the costs and expenses of
their counsel, any transfer taxes on the Stock which they may sell and the
expenses of advertising any offering of the Stock made by the U.S. Underwriters.

          14.  Conditions of U.S. Underwriters' Obligations.  The respective
obligations of the U.S. Underwriters hereunder are subject to the accuracy, when
made and on each Delivery Date, of the representations and warranties of the
Company and the Selling Stockholders contained herein, to the performance by the
Company and the Selling Stockholders of their obligations hereunder, and to each
of the following additional terms and conditions:

               (a) The Prospectus shall have been timely filed with the
          Commission in accordance with Section 8(a); no stop order suspending
          the effectiveness of the Registration Statement or any part thereof
          shall have been issued and no proceeding for that purpose shall have
          been initiated or threatened by the Commission; and any request of the
          Commission for inclusion of additional information in the Registration
          Statement or the Prospectus or otherwise shall have been complied
          with.

               (b) No U.S. Underwriter or International Manager shall have
          discovered and disclosed to the Company on or prior to such Delivery
          Date that the Registration Statement or the Prospectus or any
          amendment or supplement thereto contains an untrue statement of a fact
          which, in the opinion of Latham & Watkins, counsel for the U.S.
          Underwriters, is material or omits to state a fact which, in the
          opinion of such counsel, is material and is required to be stated
          therein or is necessary to make the statements therein not misleading.

               (c) All corporate proceedings and other legal matters incident to
          the authorization, form, validity, execution and delivery of this
          Agreement, the International Underwriting Agreement, the Custody
          Agreement, the Power of Attorney, the Stock, the Registration
          Statement and the Prospectus, and all other legal matters relating to
          this Agreement and the transactions contemplated hereby shall be
          reasonably satisfactory in all material respects to counsel for the
          U.S. Underwriters, and the Company and the Selling Stockholders shall
          have furnished 

                                       24

 
          to such counsel all documents and information that they may reasonably
          request to enable them to pass upon such matters.

               (d) Cravath, Swaine & Moore shall have furnished to the
          Representatives its written opinion, as counsel to the Company,
          addressed to the U.S. Underwriters and dated such Delivery Date, in
          form and substance reasonably satisfactory to the Representatives, to
          the effect that:

                    (i)    Each of the Company and CCI is a corporation validly
               existing and in good standing under the laws of the state of its
               incorporation (which opinion may be based solely on a certificate
               of the Secretary of State of such state), and the Company has all
               requisite corporate power and authority to own, lease and operate
               its properties and to conduct its business as described in the
               Prospectus.  Each of the Company and CCI is duly registered and
               qualified to conduct its business and is in good standing (which
               opinion may be based solely on a certificate of the Secretary of
               State of such state), in each jurisdiction or place where, based
               on a certificate of an officer of the Company, the nature of its
               properties or the conduct of its business requires such
               registration or qualification, except where the failure so to
               register or qualify or to be in good standing would not have a
               Material Adverse Effect;

                    (ii)   The Company has an authorized capitalization as set
               forth in the Prospectus, and all of the issued shares of capital
               stock of the Company (including the shares of Stock being
               delivered on such Delivery Date) have been duly and validly
               authorized and issued, are fully paid and non-assessable and
               conform to the description thereof contained in the Prospectus;

                    (iii)  Except as described in the Prospectus, there are no
               preemptive or other rights to subscribe for or to purchase, nor
               any restriction upon the voting or transfer of, any shares of the
               Stock pursuant to the Company's charter or by-laws or any
               agreement or other instrument known to such counsel;

                    (iv)   To knowledge of such counsel, there are no legal or
               governmental proceedings pending or threatened against the
               Company or any of the Significant Subsidiaries, or to which any
               of their respective properties is subject, that are not disclosed
               in the Prospectus and which are reasonably likely to have a
               Material Adverse Effect or to materially affect the issuance of
               the shares of capital stock or the consummation of the
               transactions contemplated by this Agreement and the Roll-Up.  To
               the knowledge of such counsel, there are no agreements,
               contracts, indentures, leases or other instruments to which the
               Company or any of the Significant 

                                       25

 
               Subsidiaries is a party or to which any of their respective
               properties or assets is subject that are required to be described
               in, or filed as exhibits to, the Registration Statement and the
               Prospectus that have not been so described or filed;

                    (v)    The Registration Statement was declared effective
               under the Securities Act as of the date and time specified in
               such opinion, the Prospectus was filed with the Commission
               pursuant to the subparagraph of Rule 424(b) of the Rules and
               Regulations specified in such opinion on the date specified
               therein and no stop order suspending the effectiveness of the
               Registration Statement has been issued and, to the knowledge of
               such counsel, no proceeding for that purpose is pending or
               threatened by the Commission;

                    (vi)   The Registration Statement and the Prospectus and any
               further amendments or supplements thereto made by the Company
               prior to such Delivery Date (other than the financial statements
               and related schedules therein, as to which such counsel need
               express no opinion) comply as to form in all material respects
               with the requirements of the Securities Act and the Rules and
               Regulations;

                    (vii)  The statements contained (A) in the Prospectus under
               the captions "Description of Capital Stock", "Shares Eligible for
               Future Sale", "Certain United States Federal Tax Consequences to
               Non-United States Holders" and paragraphs 1, 2, 3, 4, 5, 6, 10,
               11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 under the caption
               "Underwriting" and (B) in the Registration Statement in Items 14
               and 15, in each case insofar as they are descriptions of
               contracts, agreements or other legal documents, or refer to
               statements of law or legal conclusions, are accurate in all
               material respects and present fairly the information purported to
               be described therein;

                    (viii) This Agreement and the International Underwriting
               Agreement have each been duly and validly authorized, executed
               and delivered by the Company and CCI;

                    (ix)   None of the issuance, offer or sale of the shares of
               Common Stock, the execution, delivery or performance by the
               Company of this Agreement and the International Underwriting
               Agreement, compliance by the Company with the provisions hereof
               nor consummation by the Company of the transactions contemplated
               hereby and in the Roll-Up (i) requires any consent, approval,
               authorization or other order of, or registration or filing with,
               any court, regulatory body, administrative agency or other
               governmental body, agency or official, or conflicts or will
               conflict with or constitutes or will constitute a breach of, or a
               default under, the certificate of incorporation or by-laws or
               other organizational 

                                       26

 
               documents of the Company or (ii) conflicts or will conflict with
               or constitutes or will constitute a breach of, or a default
               under, any agreement filed as an exhibit to, or incorporated by
               reference in, the Registration Statement (the "Material
               Agreements"), or violates or will violate any law, rule or
               regulation of the United States, or the State of New York or the
               General Corporation Law of the State of Delaware, or, to such
               counsel's knowledge, any order or decree of any court or
               government agency or instrumentality or will result in the
               creation or imposition of any Lien upon any property or assets of
               the Company or CCI pursuant to the terms of any agreement or
               instrument to which any of them is a party or by which any of
               them may be bound or under any to which any of their respective
               property or assets is subject, except in each case such breaches,
               conflicts or defaults that, individually or in the aggregate,
               would not have a Material Adverse Effect. For purposes of the
               foregoing opinion, such counsel may assume that any agreements
               referred to in clause (ii) above that are governed by laws other
               than the laws of the State of New York, are governed by and would
               be interpreted in accordance with the laws of the State of New
               York; and


                    (x)  The Company is not and, upon sale of the shares of
               Common Stock to be issued and sole thereby in accordance herewith
               and the application of the net proceeds to the Company of such
               sale as described in the Prospectus under the caption "Use of
               Proceeds," will not be an "investment company" within the meaning
               of the Investment Company Act of 1940, as amended.

               In addition, such counsel shall also state that such counsel has
          participated in conferences with officers of the Company and with the
          independent public accountants for the Company, concerning the
          preparation of the Registration Statement and the Prospectus, and,
          although such counsel has made certain inquiries and investigations in
          connection with the preparation of the Registration Statement and the
          Prospectus, it is not passing upon and does not assume any
          responsibility for the accuracy or completeness of the statements
          contained in the Registration Statement and the Prospectus, and has
          not made any independent check or verification thereof, except insofar
          as such statements relate to such counsel and to clause (xii) above,
          and on the basis of the foregoing such counsel's work in connection
          with this matter did not disclose any information that gave such
          counsel reason to believe that the Registration Statement and the
          Prospectus, as of its date or as of the Closing Date, included or
          includes an untrue statement of a material fact or omitted or omits to
          state a material fact necessary to make the statements therein, in the
          light of the circumstances under which they were made, not misleading
          (it being understood that such counsel need express no belief or
          opinion with respect to the financial statements and other financial
          data included therein).

                                       27

 
     The opinion of such counsel may be limited to the laws of the state of New
     York, the General Corporation Law of the state of Delaware and the Federal
     laws of the United States.

               (e) Brown, Parker & Leahy, L.L.P. shall have furnished to the
          Representatives its written opinion, as counsel to the Company,
          addressed to the U.S. Underwriters and dated such Delivery Date, in
          form and substance reasonably satisfactory to the Representatives, to
          the effect that:

                    (i)    All of the issued shares of capital stock of each
               Subsidiary of the Company have been duly and validly authorized
               and issued and are fully paid, non-assessable and (except for
               directors' qualifying shares and as described in the Prospectus
               with respect to CTI) are owned directly or indirectly by the
               Company, free and clear of all liens, encumbrances, equities or
               claims;

                    (ii)   To knowledge of such counsel, there are no legal or
               governmental proceedings pending or threatened against the
               Company or any of the Significant Subsidiaries, or to which any
               of their respective properties is subject, that are not disclosed
               in the Prospectus and which are reasonably likely to have a
               Material Adverse Effect or to materially affect the issuance of
               the shares of capital stock or the consummation of the
               transactions contemplated by this Agreement and the Roll-Up;

                    (iii)  To the knowledge of such counsel, except as described
               in the Prospectus there are no contracts, agreements or
               understandings between the Company or any of the Significant
               Subsidiaries and any person granting such person the right to
               require the Company or any of the Significant Subsidiaries to
               file a registration statement under the Securities Act with
               respect to any securities of the Company owned or to be owned by
               such person or to require the Company or any of the Significant
               Subsidiaries to include such securities in the securities
               registered pursuant to the Registration Statement or in any
               securities being registered pursuant to any other registration
               statement filed by the Company or any of the Significant
               Subsidiaries under the Securities Act; and

                    (iv)   The Senior Credit Facility has been duly and validly
               authorized, executed and delivered by CCI and CCIC (PR) and
               assuming due authorization, execution and delivery by the other
               parties thereto, constitutes the valid and binding agreement of
               CCI and CCIC (PR), enforceable against CCI and CCIC (PR) in
               accordance with its terms (subject to applicable bankruptcy,
               insolvency, reorganization, moratorium, fraudulent transfer and
               other similar laws affecting creditors' rights generally from
               time to time in effect and to general principles of equity,
               including, without limitation, concepts of materiality,
               reasonableness, 
                                     
                                      28


               good faith and fair dealing, regardless of whether in a
               proceeding in equity or at law).

          The opinion of such counsel may be limited to the laws of the state of
          Texas, the state of New York, the General Corporation Law of the state
          of Delaware and the Federal laws of the United States.

               (f) The counsel for each of the Crown Selling Stockholders shall
          have furnished to the Representatives its written opinion, as counsel
          to such Selling Stockholder, addressed to the U.S. Underwriters and
          dated the First Delivery Date, in form and substance reasonably
          satisfactory to the Representatives, to the effect that:

                   (i)     Such Selling Stockholder has full right, power and
               authority to enter into this Agreement, the Power of Attorney and
               the Custody Agreement; the execution, delivery and performance of
               this Agreement, the Power of Attorney and the Custody Agreement
               by such Selling Stockholder and the consummation by such Selling
               Stockholder of the transactions contemplated hereby and thereby
               will not conflict with or result in a breach or violation of any
               of the terms or provisions of, or constitute a default under, any
               statute, any indenture, mortgage, deed of trust, loan agreement
               or other agreement or instrument known to such counsel to which
               such Selling Stockholder is a party or by which such Selling
               Stockholder is bound or to which any of the property or assets of
               such Selling Stockholder is subject, nor will such actions result
               in any violation of any statute or any order, rule or regulation
               known to such counsel of any court or governmental agency or body
               having jurisdiction over such Selling Stockholder or the property
               or assets of such Selling Stockholder; and, except for the
               registration of the Stock under the Securities Act and such
               consents, approvals, authorizations, registrations or
               qualifications as may be required under the Exchange Act and
               applicable state or foreign securities laws in connection with
               the purchase and distribution of the Stock by the U.S.
               Underwriters and the International Managers, no consent,
               approval, authorization or order of, or filing or registration
               with, any such court or governmental agency or body is required
               for the execution, delivery and performance of this Agreement,
               the Power of Attorney or the Custody Agreement by such Selling
               Stockholder and the consummation by such Selling Stockholder of
               the transactions contemplated hereby and thereby;

                    (ii)   This Agreement has each been duly executed and
               delivered by or on behalf of such Selling Stockholder;

                    (iii)  A Power-of-Attorney and a Custody Agreement have been
               duly executed and delivered by such Selling Stockholder and
               constitute 
                                          
                                      29

 
               valid and binding agreements of such Selling Stockholder,
               enforceable in accordance with their respective terms;

                    (iv) Such Selling Stockholder has full right, power and
               authority to sell, assign, transfer and deliver the shares to be
               sold by such Selling Stockholder hereunder; and

                    (v) Upon physical delivery of the certificates representing
               the shares of Stock to be sold by such Selling Stockholder under
               this Agreement to the U.S. Underwriters in the State of New York
               with undated stock powers duly endorsed in blank, and upon
               payment therefor in accordance with the terms of this Agreement,
               the U.S. Underwriters will become the "protected purchasers" (as
               defined in Section 8-303(a) of the New York UCC) of such shares,
               free of any "adverse claim" (as defined in Section 8-102(a)(1) of
               the New York UCC), assuming that the U.S. Underwriters do not
               have notice of any adverse claim to such shares.

               In rendering such opinion, such counsel may (i) state that its
          opinion is limited to matters governed by the Federal laws of the
          United States of America, the laws of the Commonwealth of Pennsylvania
          and the General Corporation Law of the State of Delaware and that such
          counsel is not admitted in the State of New York (with all New York
          law opinions being based upon the assumption that the laws of the
          State of New York and the laws of the Commonwealth of Pennsylvania are
          identical in all material respects) and (ii) in rendering the opinions
          in Section 14(f)(i) and (iv) above, rely upon a certificate of such
          Selling Stockholder in respect of matters of fact as to ownership of
          and liens, encumbrances, equities or claims on the shares of Stock
          sold by such Selling Stockholder, provided that such counsel shall
          furnish copies thereof to the Representatives and state that they
          believe that both the U.S. Underwriters and they are justified in
          relying upon such certificate.

                   (g) The counsel for each Executive Selling Stockholder and
          each Employee Selling Stockholder shall have furnished to the
          Representatives its written opinion, as counsel to such Selling
          Stockholder, addressed to the U.S. Underwriters and dated the Second
          Delivery Date, in form and substance reasonably satisfactory to the
          Representatives, to the effect that:

                        (i)  Such Selling Stockholder has full right, power and
               authority to enter into this Agreement, the Power of Attorney and
               the Custody Agreement; the execution, delivery and performance of
               this Agreement, the Power of Attorney and the Custody Agreement
               by such Selling Stockholder and the consummation by such Selling
               Stockholder of the transactions contemplated hereby and thereby
               will not conflict with or result in a breach or violation of any
               of the terms or provisions of, or constitute a default under, any
               statute, any indenture, mortgage, deed of

                                      30

 
               trust, loan agreement or other agreement or instrument known to
               such counsel to which such Selling Stockholder is a party or by
               which such Selling Stockholder is bound or to which any of the
               property or assets of such Selling Stockholder is subject, nor
               will such actions result in any violation of any statute or any
               order, rule or regulation known to such counsel of any court or
               governmental agency or body having jurisdiction over such Selling
               Stockholder or the property or assets of such Selling
               Stockholder; and, except for the registration of the Stock under
               the Securities Act and such consents, approvals, authorizations,
               registrations or qualifications as may be required under the
               Exchange Act and applicable state or foreign securities laws in
               connection with the purchase and distribution of the Stock by the
               U.S. Underwriters, no consent, approval, authorization or order
               of, or filing or registration with, any such court or
               governmental agency or body is required for the execution,
               delivery and performance of this Agreement, the Power of Attorney
               or the Custody Agreement by such Selling Stockholder and the
               consummation by such Selling Stockholder of the transactions
               contemplated hereby and thereby;

                    (ii)      This Agreement has been duly executed and
               delivered by or on behalf of such Selling Stockholder;

                    (iii)     A Power-of-Attorney and a Custody Agreement have
               been duly executed and delivered by such Selling Stockholder and
               constitute valid and binding agreements of such Selling
               Stockholder, enforceable in accordance with their respective
               terms;

                    (iv)      Immediately prior to the Second Delivery Date,
               such Selling Stockholder had full right, power and authority to
               sell, assign, transfer and deliver such shares to be sold by such
               Selling Stockholder hereunder; and

                    (v)       Good and valid title to the shares of Stock to be
               sold by such Selling Stockholder under this Agreement, free and
               clear of all liens, encumbrances, equities or claims, has been
               transferred to each of the several U.S. Underwriters.

               In rendering such opinion, such counsel may (i) state that its
          opinion is limited to matters governed by the Federal laws of the
          United States of America, the laws of the State of Texas and the
          General Corporation Law of the State of Delaware and that such counsel
          is not admitted in the State of New York and (ii) in rendering the
          opinion in Section 14(g)(iv) above, rely upon a certificate of such
          Selling Stockholder in respect of matters of fact as to ownership of
          and liens, encumbrances, equities or claims on the shares of Stock
          sold by such Selling Stockholder, provided that such counsel shall
          furnish copies thereof to the 

                                       31

 
          Representatives and state that they believe that both the U.S.
          Underwriters and they are justified in relying upon such certificate.

               (g)  The counsel for each Sponsor Selling Stockholder shall have
          furnished to the Representatives its written opinion, as counsel to
          such Sponsor Selling Stockholder, addressed to the U.S. Underwriters
          and dated the Second Delivery Date, in form and substance reasonably
          satisfactory to the Representatives, to the effect that:

                    (i)       This Agreement has each been duly executed and
               delivered by or on behalf of such Sponsor Selling Stockholder;

                    (ii)      A Power-of-Attorney and a Custody Agreement have
               been duly executed and delivered by such Sponsor Selling
               Stockholder and constitute valid and binding agreements of such
               Sponsor Selling Stockholder, enforceable in accordance with their
               respective terms; and

                    (iii)     The delivery by each Sponsor Selling Stockholder
               to the several U.S. Underwriters of certificates for the shares
               of Common Stock being sold under this Agreement, with due
               endorsement for transfer by such Sponsor Selling Stockholder,
               against payment therefor in accordance with this Agreement, has
               transferred valid title to such shares of Stock, free and clear
               of all adverse claims, to each of the several U.S. Underwriters,
               assuming that the U.S. Underwriters are without actual notice of
               any adverse claim.

               In rendering such opinion, such counsel may (i) state that its
          opinion is limited to matters governed by the Federal laws of the
          United States of America, the laws of the Commonwealth of
          Massachusetts and the General Corporation Law of the State of Delaware
          and that such counsel is not admitted in the State of New York.


               (i)  The Representatives shall have received an opinion, dated
          the First Delivery Date, of Norton Rose, English counsel for Castle
          Transmission Services (Holdings) Ltd., substantially in the form of
          Exhibit B hereto.

               (j)  The Representatives shall have received from Latham &
          Watkins, counsel for the U.S. Underwriters, such opinion or opinions,
          dated such Delivery Date, with respect to the issuance and sale of the
          Stock, the Registration Statement, the Prospectus and other related
          matters as the Representatives may reasonably require, and the Company
          shall have furnished to such counsel such documents as they reasonably
          request for the purpose of enabling them to pass upon such matters.

                                       32

 
               (k)  At the time of execution of this Agreement, the
          Representatives shall have received from KPMG Peat Marwick LLP a
          letter, in form and substance satisfactory to the Representatives,
          addressed to the U.S. Underwriters and dated the date hereof (i)
          confirming that they are independent public accountants within the
          meaning of the Securities Act and are in compliance with the
          applicable requirements relating to the qualification of accountants
          under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as
          of the date hereof (or, with respect to matters involving changes or
          developments since the respective dates as of which specified
          financial information is given in the Prospectus, as of a date not
          more than five days prior to the date hereof), the conclusions and
          findings of such firm with respect to the financial information and
          other matters ordinarily covered by accountants' "comfort letters" to
          U.S. Underwriters in connection with registered public offerings.

               (l)  With respect to the letter of KPMG Peat Marwick LLP referred
          to in the preceding paragraph and delivered to the Representatives
          concurrently with the execution of this Agreement (the "initial
          letter"), the Company shall have furnished to the Representatives a
          letter (the "bring-down letter") of such accountants, addressed to the
          U.S. Underwriters and dated such Delivery Date (i) confirming that
          they are independent public accountants within the meaning of the
          Securities Act and are in compliance with the applicable requirements
          relating to the qualification of accountants under Rule 2-01 of
          Regulation S-X of the Commission, (ii) stating, as of the date of the
          bring-down letter (or, with respect to matters involving changes or
          developments since the respective dates as of which specified
          financial information is given in the Prospectus, as of a date not
          more than five days prior to the date of the bring-down letter), the
          conclusions and findings of such firm with respect to the financial
          information and other matters covered by the initial letter and (iii)
          confirming in all material respects the conclusions and findings set
          forth in the initial letter.

               (m)  The Company shall have furnished to the Representatives a
          certificate, dated such Delivery Date, of its Chief Executive Officer
          or President and its Chief Financial Officer stating that:

                    (i)  The representations, warranties and agreements of the
               Company in Section 1 are true and correct as of such Delivery
               Date; the Company has complied with all its agreements contained
               herein; none of the events described in clause (i) or (ii) of
               Section 14(q) have occurred or identifying all such events as
               have occurred; and the conditions set forth in Sections 14(a) and
               14(t) have been fulfilled; and

                    (ii) They have carefully examined the Registration Statement
               and the Prospectus and, in their opinion (A) as of the Effective
               Date, the Registration Statement and Prospectus did not include
               any untrue 

                                       33

 
               statement of a material fact and did not omit to state a material
               fact required to be stated therein or necessary to make the
               statements therein not misleading, and (B) since the Effective
               Date no event has occurred which should have been set forth in a
               supplement or amendment to the Registration Statement or the
               Prospectus.

               (n) Each of the Crown Selling Stockholders (or the Custodian or
          one or more attorneys-in-fact on behalf of each of the Crown Selling
          Stockholders) shall have furnished to the Representatives on the First
          Delivery Date a certificate, dated the First Delivery Date, signed by,
          or on behalf of, each of the Crown Selling Stockholders (or the
          Custodian or one or more attorneys-in-fact) stating that the
          representations, warranties and agreements of each of the Crown
          Selling Stockholders contained herein are true and correct as of the
          First Delivery Date and that each of the Crown Selling Stockholders
          has complied with all agreements contained herein to be performed by
          each of the Crown Selling Stockholders at or prior to the First
          Delivery Date.

               (o) Each Option Selling Stockholder (or one or more attorneys-in-
          fact on behalf of such Selling Stockholder), shall have furnished to
          the Representatives on the Second Delivery Date a certificate, dated
          the Second Delivery Date, signed by, or on behalf of, such Selling
          Stockholder (or the Custodian or one or more attorneys-in-fact)
          stating that the representations, warranties and agreements of such
          Selling Stockholder contained herein are true and correct as of the
          Second Delivery Date and that such Selling Stockholder has complied
          with all agreements contained herein to be performed by such Selling
          Stockholder at or prior to the Second Delivery Date.

               (p) The Company shall have furnished to the Representatives a
          certificate, substantially in the Form of Exhibit C hereto, dated the
          First Delivery Date, of its Chief Financial Officer with respect to
          certain data of the Company set forth in the Prospectus.

               (q) (i)  Neither the Company nor any of its subsidiaries shall
          have sustained since the date of the latest audited financial
          statements included in the Prospectus any loss or interference with
          its business from fire, explosion, flood or other calamity, whether or
          not covered by insurance, or from any labor dispute or court or
          governmental action, order or decree, otherwise than as set forth or
          contemplated in the Prospectus or (ii) since such date there shall not
          have been any change in the capital stock or long-term debt of the
          Company or any of its subsidiaries or any change, or any development
          involving a prospective change, in or affecting the general affairs,
          management, financial position, stockholders' equity or results of
          operations, business or prospects of the Company and its subsidiaries,
          otherwise than as set forth or contemplated in the Prospectus, the
          effect of which, in any such case described in clause (i) or (ii), is,
          in the judgment

                                       34

 
          of the Representatives, so material and adverse as to make it
          impracticable or inadvisable to proceed with the public offering or
          the delivery of the Stock being delivered on such Delivery Date on the
          terms and in the manner contemplated in the Prospectus.

               (r) Subsequent to the execution and delivery of this Agreement
          (i) no downgrading shall have occurred in the rating accorded any of
          the Company's securities by any "nationally recognized statistical
          rating organization", as that term is defined by the Commission for
          purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no
          such organization shall have publicly announced that it has under
          surveillance or review, with possible negative implications, its
          rating of any of the Company's securities.

               (s) Subsequent to the execution and delivery of this Agreement
          there shall not have occurred any of the following: (i) trading in
          securities generally on the New York Stock Exchange or the American
          Stock Exchange or in the over-the-counter market, or trading in any
          securities of the Company on any exchange or in the over-the-counter
          market, shall have been suspended or minimum prices shall have been
          established on any such exchange or such market by the Commission, by
          such exchange or by any other regulatory body or governmental
          authority having jurisdiction, (ii) a banking moratorium shall have
          been declared by Federal or state authorities, (iii) the United States
          shall have become engaged in hostilities, there shall have been an
          escalation in hostilities involving the United States or there shall
          have been a declaration of a national emergency or war by the United
          States or (iv) there shall have occurred such a material adverse
          change in general economic, political or financial conditions (or the
          effect of international conditions on the financial markets in the
          United States shall be such) as to make it, in the judgment of a
          majority in interest of the several U.S. Underwriters, impracticable
          or inadvisable to proceed with the public offering or delivery of the
          Stock being delivered on such Delivery Date on the terms and in the
          manner contemplated in the Prospectus.

               (t) The NASDAQ National Market System shall have approved the
          Stock for inclusion, subject only to official notice of issuance and
          evidence of satisfactory distribution.

               (u) CTI and CTSH shall have received from Credit Suisse First
          Boston, as arranger and agent, and J.P. Morgan Securities Ltd., as co-
          arranger, and from each lender under the Loan Amendment Agreement
          dated May 21, 1997, an irrevocable consent and waiver to certain
          changes of control provisions of such agreement as applicable to the
          Roll-Up, and the Company shall provide a copy of such consent and
          waiver to the Representatives.

                                       35

 
               (v)  The Company shall have concluded the Stock Split and the
          Conversions and shall have reclassified all shares of Class B Common
          Stock as Common Stock (each as defined in the Prospectus).

               (w)  The Company shall have delivered to the Representatives
          copies of the Governance Agreement, the Stockholders Agreement, the
          CTSH Shareholders' Agreement and the CTI Services Agreement (each as
          defined in the Prospectus) executed and delivered by all parties
          thereto.

               (x)  The Company shall have delivered to the Representatives
          copies of written documentation evidencing (i) the ruling of the FCC
          under Section 310(b)(4) of the Communications Act of 1934, as amended,
          permitting up to 49.9% foreign ownership of the Company, at least 25%
          of which will be from World Trade Organization member nations.

               (y)  The Representatives shall have received from each
          stockholder of the Company an executed letter in the form of Exhibit A
          pursuant to Section 8(i) hereto.

               (z)  The Representatives shall have received a copy of the
          executed Custody Agreement and Power of Attorney from each Selling
          Stockholder.

               (aa) The closing under the International Underwriting Agreement
          shall have occurred concurrently with the closing hereunder on the
          First Delivery Date.

          All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance  reasonably
satisfactory to counsel for the U.S. Underwriters.

          15.  Indemnification and Contribution.

               (a)  The Company, the Crown Selling Stockholders and the
          Executive Selling Stockholders, jointly and severally, shall indemnify
          and hold harmless each U.S. Underwriter, its officers and employees
          and each person, if any, who controls any U.S. Underwriter within the
          meaning of the Securities Act, from and against any loss, claim,
          damage or liability, joint or several, or any action in respect
          thereof (including, but not limited to, any loss, claim, damage,
          liability or action relating to purchases and sales of Stock), to
          which that U.S. Underwriter, officer, employee or controlling person
          may become subject, under the Securities Act or otherwise, insofar as
          such loss, claim, damage, liability or action arises out of, or is
          based upon, (i) any breach of the representations and warranties of
          such Crown Selling Stockholder or Executive Selling Stockholder, as
          the case may be, contained herein, (ii) any untrue statement or
          alleged untrue statement of a material fact contained in any
          Preliminary Prospectus, the Registration Statement or the Prospectus
          or in any amendment or supplement thereto, (iii) the omission or

                                       36

 
          alleged omission to state in any Preliminary Prospectus, the
          Registration Statement or the Prospectus, or in any amendment or
          supplement thereto, any material fact required to be stated therein or
          necessary to make the statements therein not misleading or (iv) any
          act or failure to act or any alleged act or failure to act by any U.S.
          Underwriter in connection with, or relating in any manner to, the
          Stock or the offering contemplated hereby, and which is included as
          part of or referred to in any loss, claim, damage, liability or action
          arising out of or based upon matters covered by clause (ii) or (iii)
          above (provided that the Company, the Crown Selling Stockholders and
          the Executive Selling Stockholders shall not be liable under this
          clause (iv) to the extent that it is determined in a final judgment by
          a court of competent jurisdiction that such loss, claim, damage,
          liability or action resulted directly from any such acts or failures
          to act undertaken or omitted to be taken by such U.S. Underwriter
          through its gross negligence or willful misconduct), and shall
          reimburse each U.S. Underwriter and each such officer, employee or
          controlling person promptly upon demand for any legal or other
          expenses reasonably incurred by that U.S. Underwriter, officer,
          employee or controlling person in connection with investigating or
          defending or preparing to defend against any such loss, claim, damage,
          liability or action as such expenses are incurred; provided, however,
          that the Company, the Crown Selling Stockholders and the Executive
          Selling Stockholders shall not be liable in any such case to the
          extent that any such loss, claim, damage, liability or action arises
          out of, or is based upon, any untrue statement or alleged untrue
          statement or omission or alleged omission made in any Preliminary
          Prospectus, the Registration Statement or the Prospectus, or in any
          such amendment or supplement, in reliance upon and in conformity with
          written information concerning such U.S. Underwriter furnished to the
          Company through the Representatives by or on behalf of any U.S.
          Underwriter specifically for inclusion therein; provided further that
          neither the Company nor any Crown Selling Stockholder or Executive
          Selling Stockholder shall be liable to any U.S. Underwriter under the
          indemnity agreement in this paragraph 15(a) with respect to any
          Preliminary Prospectus to the extent that any such loss, claim, damage
          or liability of such U.S. Underwriters results from the fact that such
          U.S. Underwriter sold shares of Common Stock to a person as to whom
          there was not sent or given, at or prior to written confirmation of
          such sale, a copy of the Prospectus as then amended or supplemented if
          the Company had previously furnished copies thereof in the quantity
          requested and in a timely manner in accordance with Section 8(c)
          hereof to such U.S. Underwriter and the loss, claim, damage or
          liability of such U.S. Underwriter results from an untrue statement or
          omission of a material fact contained in the Preliminary Prospectus
          and corrected in the Prospectus as amended or supplemented.
          Notwithstanding the foregoing provisions, the indemnity and
          contribution obligations of the Crown Selling Stockholders and the
          Executive Selling Stockholders shall be subject to the following
          additional limitations: (i) the U.S. Underwriters shall pursue and
          satisfy any and all claims arising under this Agreement or otherwise
          (collectively,

                                       37

 
          "Claims") by seeking recovery from the Company prior to pursuing any
          Claim against the Crown Selling Stockholders or the Executive Selling
          Stockholders, and the U.S. Underwriters shall thereafter be entitled
          to pursue any remaining unsatisfied Claims by seeking recovery from
          the Crown Selling Stockholders and the Executive Selling Stockholders
          only following the Company's failure to satisfy in full the Claims as
          a result of the Company's insolvency, bankruptcy or liquidation; (ii)
          the aggregate amount of any Selling Stockholder's indemnity and
          contribution obligations under this paragraph 15(a) shall not exceed
          the net cash proceeds received by such Selling Stockholder from its
          sale of Stock in the offering after reduction for (A) taxes, (B)
          underwriting commissions and discounts, (C) other fees and expenses
          incurred by such Selling Stockholder relating to the offering,
          including legal and financial advisory fees, and (D) the aggregate
          amount of any and all direct and indirect costs or expenses incurred
          by such Selling Stockholder in defense or settlement of any other
          claim against it relating or attributable to the offering or the sale
          of shares of Stock by such Selling Stockholder thereunder, including
          without limitation claims under the Act; and (iii) the Crown Selling
          Stockholders and the Executive Selling Stockholders shall be liable
          under this paragraph 15(a) solely with respect to any untrue statement
          of material fact contained in the Registration Statement and the
          Prospectus which was actually known by such Selling Stockholder as of
          the date of the Registration Statement or Prospectus (or such
          amendment or supplement thereto) to be untrue, or any omission to
          state a material fact which was actually known by such Selling
          Stockholder as of the date of the Registration Statement or Prospectus
          (or such amendment or supplement thereto) to be necessary to make the
          statements contained in the Registration Statement or Prospectus (or
          such amendment or supplement thereto) in the light of the
          circumstances under which they were made, not misleading as of the
          date of the Registration Statement or Prospectus (or such amendment or
          supplement thereto). The provisions of this Section 15 shall
          constitute the sole and exclusive remedy available to the U.S.
          Underwriters with respect to any claims against the Crown Selling
          Stockholders and the Executive Selling Stockholders relating to the
          offering or sale of shares by such Selling Stockholders hereunder.

               (b) Each Employee Selling Stockholder and each Sponsor Selling
          Stockholder, severally and not jointly, shall indemnify and hold
          harmless each U.S. Underwriter, its officers and employees, and each
          person, if any, who controls any U.S. Underwriter within the meaning
          of the Securities Act, from and against any loss, claim, damage or
          liability, or any action in respect thereof (including, but not
          limited to, any loss, claim, damage, liability or action relating to
          purchases and sales of Stock), to which that U.S. Underwriter,
          officer, employee or controlling person may become subject, under the
          Securities Act or otherwise, insofar as such loss, claim, damage,
          liability or action arises out of, or is based upon, (i) any
          breach of the representations and warranties of such Employee Selling
          Stockholder or Sponsor Selling Stockholder, as the case may 

                                       38

 
          be, contained herein, (ii) any untrue statement or alleged untrue
          statement of a material fact contained in any Preliminary Prospectus,
          the Registration Statement or the Prospectus or in any amendment or
          supplement thereto or (iii) the omission or alleged omission to state
          in any Preliminary Prospectus, Registration Statement or the
          Prospectus, or in any amendment or supplement thereto, any material
          fact required to be stated therein or necessary to make the statements
          therein not misleading, in each case to the extent, but only to the
          extent, that such untrue statement or alleged untrue statement or
          omission or alleged omission relates to information provided to the
          Company or the Representatives in writing by such Selling Stockholder
          specifically for use in the Registration Statement, the Preliminary
          Prospectus or the Prospectus or to any breach of the representations
          and warranties made by such Employee Selling Stockholder or such
          Sponsor Selling Stockholder in Section 4 of this Agreement; and shall
          reimburse each U.S. Underwriter, its officers and employees and each
          such controlling person for any legal or other expenses reasonably
          incurred by that U.S. Underwriter, its officers and employees or
          controlling person in connection with investigating or defending or
          preparing to defend against any such loss, claim, damage, liability or
          action as such expenses are incurred; provided, however, that such
          Employee Selling Stockholder or such Sponsor Selling Stockholder shall
          not be liable in any such case to the extent that any such loss,
          claim, damage, liability or action arises out of, or is based upon,
          any untrue statement or alleged untrue statement or omission or
          alleged omission made in any Preliminary Prospectus, the Registration
          Statement or the Prospectus or in any such amendment or supplement in
          reliance upon and in conformity with written information concerning
          such U.S. Underwriter furnished to the Company through the
          Representatives by or on behalf of any U.S. Underwriter specifically
          for inclusion therein.; provided further that no Employee Selling
          Stockholder or Sponsor Selling Stockholder shall be liable to any U.S.
          Underwriter under the indemnity agreement in this paragraph 15(a) with
          respect to any Preliminary Prospectus to the extent that any such
          loss, claim, damage or liability of such U.S. Underwriters results
          from the fact that such U.S. Underwriter sold shares of Common Stock
          to a person as to whom there was not sent or given, at or prior to
          written confirmation of such sale, a copy of the Prospectus as then
          amended or supplemented if the Company had previously furnished copies
          thereof in the quantity requested and in a timely manner in accordance
          with Section 8(c) hereof to such U.S. Underwriter and the loss, claim,
          damage or liability of such U.S. Underwriter results from an untrue
          statement or omission of a material fact contained in the Preliminary
          Prospectus and corrected in the Prospectus as amended or supplemented.
          The foregoing indemnity agreement constitutes the sole and exclusive
          remedy available to the U.S. Underwriters with respect to any claims
          against the Employee Selling Stockholders and the Sponsor Selling
          Stockholders relating to the offering or sale of Shares by such
          Selling Stockholders hereunder.

                                       39

 
               (c)  Each U.S. Underwriter, severally and not jointly, shall
          indemnify and hold harmless the Company, its officers who sign the
          Registration Statement, each of its directors (including any person
          who, with his or her consent, is named in the Registration Statement
          as about to become a director of the Company), and each person, if
          any, who controls the Company within the meaning of the Securities
          Act, from and against any loss, claim, damage or liability, joint or
          several, or any action in respect thereof, to which the Company or any
          such director, officer or controlling person may become subject, under
          the Securities Act or otherwise, insofar as such loss, claim, damage,
          liability or action arises out of, or is based upon, (i) any untrue
          statement or alleged untrue statement of a material fact contained in
          any Preliminary Prospectus, the Registration Statement or the
          Prospectus or in any amendment or supplement thereto or (ii) the
          omission or alleged omission to state in any Preliminary Prospectus,
          the Registration Statement or the Prospectus, or in any amendment or
          supplement thereto, any material fact required to be stated therein or
          necessary to make the statements therein not misleading, but in each
          case only to the extent that the untrue statement or alleged untrue
          statement or omission or alleged omission was made in reliance upon
          and in conformity with written information concerning such U.S.
          Underwriter furnished to the Company through the Representatives by or
          on behalf of that U.S. Underwriter specifically for inclusion therein,
          and shall reimburse the Company and any such director, officer or
          controlling person for any legal or other expenses reasonably incurred
          by the Company or any such director, officer or controlling person in
          connection with investigating or defending or preparing to defend
          against any such loss, claim, damage, liability or action as such
          expenses are incurred.  The foregoing indemnity agreement is in
          addition to any liability which any U.S. Underwriter may otherwise
          have to the Company or any such director, officer, employee or
          controlling person.

               (d)  Promptly after receipt by an indemnified party under this
          Section 15 of notice of any claim or the commencement of any action,
          the indemnified party shall, if a claim in respect thereof is to be
          made against the indemnifying party under this Section 15, notify the
          indemnifying party in writing of the claim or the commencement of that
          action; provided, however, that the failure to notify the indemnifying
          party shall not relieve it from any liability which it may have under
          this Section 15 except to the extent it has been materially prejudiced
          by such failure and, provided further, that the failure to notify the
          indemnifying party shall not relieve it from any liability which it
          may have to an indemnified party otherwise than under this Section 15.
          If any such claim or action shall be brought against an indemnified
          party, and it shall notify the indemnifying party thereof, the
          indemnifying party shall be entitled to participate therein and, to
          the extent that it wishes, jointly with any other similarly notified
          indemnifying party, to assume the defense thereof with counsel
          reasonably satisfactory to the indemnified party.  After notice from
          the indemnifying party to the indemnified party of its election to
          assume the defense of such claim or action, the 

                                       40

 
          indemnifying party shall not be liable to the indemnified party under
          this Section 15 for any legal or other expenses subsequently incurred
          by the indemnified party in connection with the defense thereof;
          provided, however, that if the defendants in any such action include
          both the indemnified party and the indemnifying party and the
          indemnified party shall have in good faith reasonably concluded that
          there may be defenses available to it which are different from or
          additional to those available to the indemnifying party or if the
          interests of the indemnified party may be deemed to conflict with the
          interests of the indemnifying party, the indemnified party shall have
          the right to select a separate counsel in the defense of such action,
          with the expenses and fees of such separate counsel and other expenses
          related to such participation to be reimbursed by the indemnifying
          party as incurred, provided further that in no event shall the
          foregoing proviso require the indemnifying party to bear the fees and
          expenses of more than one separate counsel to represent jointly each
          of (i) the Representatives and those other U.S. Underwriters and their
          respective officers, employees and controlling persons who may be
          subject to liability arising out of any claim in respect of which
          indemnity may be sought under this Section 15, (ii) the Company and
          its Subsidiaries, (iii) the Crown Selling Stockholders, (iv) the
          Executive Selling Stockholders, (v) the Employee Selling Stockholders
          and (vi) the Sponsor Selling Stockholders. No indemnifying party shall
          (i) without the prior written consent of the indemnified parties
          (which consent shall not be unreasonably withheld), settle or
          compromise or consent to the entry of any judgment with respect to any
          pending or threatened claim, action, suit or proceeding in respect of
          which indemnification or contribution may be sought hereunder (whether
          or not the indemnified parties are actual or potential parties to such
          claim or action) unless such settlement, compromise or consent
          includes an unconditional release of each indemnified party from all
          liability arising out of such claim, action, suit or proceeding, or
          (ii) be liable for any settlement of any such action effected without
          its written consent (which consent shall not be unreasonably
          withheld), but if settled with the consent of the indemnifying party
          or if there be a final judgment of the plaintiff in any such action,
          the indemnifying party agrees to indemnify and hold harmless any
          indemnified party from and against any loss or liability by reason of
          such settlement or judgment to the extent provided in this Section 15.

               (e)  If the indemnification provided for in this Section 15 shall
          for any reason be unavailable to or insufficient (other than by reason
          of the exceptions provided therein) to hold harmless an indemnified
          party under Section 15(a), 15(b) or 15(c) in respect of any loss,
          claim, damage or liability, or any action in respect thereof, referred
          to therein, then each indemnifying party shall, in lieu of
          indemnifying such indemnified party, contribute to the amount paid or
          payable by such indemnified party as a result of such loss, claim,
          damage or liability, or action in respect thereof, (i) in such
          proportion as shall be appropriate to reflect the relative benefits
          received by the Company, the Crown Selling Stockholders, the Executive
          Selling Stockholders, the Employee Selling Stockholders and the

                                       41

 
          Sponsor Selling Stockholders on the one hand and the U.S. Underwriters
          on the other from the offering of the Stock or (ii) if the allocation
          provided by clause (i) above is not permitted by applicable law, in
          such proportion as is appropriate to reflect not only the relative
          benefits referred to in clause (i) above but also the relative fault
          of the Company, the Crown Selling Stockholders, the Executive Selling
          Stockholders, the Employee Selling Stockholders and the Sponsor
          Selling Stockholders on the one hand and the U.S. Underwriters on the
          other with respect to the statements or omissions which resulted in
          such loss, claim, damage or liability, or action in respect thereof,
          as well as any other relevant equitable considerations. The relative
          benefits received by the Company, the Crown Selling Stockholders, the
          Executive Selling Stockholders, the Employee Selling Stockholders or
          the Sponsor Selling Stockholders, on the one hand and the U.S.
          Underwriters on the other with respect to such offering shall be
          deemed to be in the same proportion as the total net proceeds from the
          offering of the Stock purchased under this Agreement (before deducting
          expenses) received by the Company, the Crown Selling Stockholders, the
          Executive Selling Stockholders, the Employee Selling Stockholders or
          the Sponsor Selling Stockholders, on the one hand, and the total
          underwriting discounts and commissions received by the U.S.
          Underwriters with respect to the shares of the Stock purchased under
          this Agreement, on the other hand, bear to the total gross proceeds
          from the offering of the shares of the Stock under this Agreement, in
          each case as set forth in the table on the cover page of the
          Prospectus. The relative fault shall be determined by reference to
          whether the untrue or alleged untrue statement of a material fact or
          omission or alleged omission to state a material fact relates to
          information supplied by the Company, the Crown Selling Stockholders,
          the Executive Selling Stockholders, the Employee Selling Stockholders,
          the Sponsor Selling Stockholders or the U.S. Underwriters, the intent
          of the parties and their relative knowledge, access to information and
          opportunity to correct or prevent such statement or omission. The
          Company, the Crown Selling Stockholders, the Executive Selling
          Stockholders, the Employee Selling Stockholders, the Sponsor Selling
          Stockholders and the U.S. Underwriters agree that it would not be just
          and equitable if contributions pursuant to this Section 15 were to be
          determined by pro rata allocation (even if the U.S. Underwriters were
          treated as one entity for such purpose) or by any other method of
          allocation which does not take into account the equitable
          considerations referred to herein. The amount paid or payable by an
          indemnified party as a result of the loss, claim, damage or liability,
          or action in respect thereof, referred to above in this Section 15
          shall be deemed to include, for purposes of this Section 15(e), any
          legal or other expenses reasonably incurred by such indemnified party
          in connection with investigating or defending any such action or
          claim. Notwithstanding the provisions of this Section 15(e), no U.S.
          Underwriter shall be required to contribute any amount in excess of
          the amount by which the total price at which the Stock underwritten by
          it and distributed to the public was offered to the public exceeds the
          amount of any damages which such U.S. Underwriter has otherwise paid
          or become liable to pay by reason of any 

                                       42

 
          untrue or alleged untrue statement or omission or alleged omission. No
          Selling Stockholder will be required to contribute any amount in
          excess of the proceeds received by such person in respect of all
          shares of Stock offered and sold by it pursuant to the Registration
          Statement and no person guilty of fraudulent misrepresentation (within
          the meaning of Section 11(f) of the Securities Act) shall be entitled
          to contribution from any person who was not guilty of such fraudulent
          misrepresentation. The U.S. Underwriters' obligations to contribute as
          provided in this Section 15(e) are several in proportion to their
          respective underwriting obligations and not joint.

               (f)  The U.S. Underwriters severally confirm and the Company
          acknowledges that (i) the last paragraph on the cover page of the
          Prospectus, (ii) the stabilization legend at the top of page i of the
          Prospectus and (iii) the fourth, ninth, tenth, eleventh, and twenty-
          second paragraphs and the first sentence of the thirteenth paragraph
          under the caption "Underwriting" in the Prospectus constitute the only
          information concerning such U.S. Underwriters furnished in writing to
          the Company by or on behalf of the U.S. Underwriters specifically for
          inclusion in the Registration Statement and the Prospectus.

               (g)  As used herein, the phrase "actual knowledge" means, with
          respect to any natural person, the knowledge of such person and, with
          respect to any other person, the knowledge of any natural person
          exercising control (whether by ownership or management) over such
          person, and shall not imply any duty to investigate or be deemed to
          include any knowledge that might have become actually known following
          investigation. The phrase "actually known" shall have a correlative
          meaning.

          16.  Defaulting U.S. Underwriters.

          If, on either Delivery Date, any U.S. Underwriter defaults in the
performance of its obligations under this Agreement, the remaining non-
defaulting U.S. Underwriters shall be obligated to purchase the Firm Stock which
the defaulting U.S. Underwriter agreed but failed to purchase on such Delivery
Date in the respective proportions which the number of shares of the Firm Stock
set opposite the name of each remaining non-defaulting U.S. Underwriter in
Schedules 1 and 2 hereto bears to the total number of shares of the Firm Stock
set opposite the names of all the remaining non-defaulting U.S. Underwriters in
Schedules 1 and 2 hereto; provided, however, that the remaining non-defaulting
U.S. Underwriters shall not be obligated to purchase any of the Stock on such
Delivery Date if the total number of shares of the Stock which the defaulting
U.S. Underwriter or U.S. Underwriters agreed but failed to purchase on such date
exceeds 9.9% of the total number of shares of the Stock to be purchased on such
Delivery Date, and any remaining non-defaulting U.S. Underwriter shall not be
obligated to purchase more than 110% of the number of shares of the Stock which
it agreed to purchase on such Delivery Date pursuant to the terms of Section 7.
If the foregoing maximums are exceeded, the remaining non-defaulting U.S.
Underwriters, or those other U.S. Underwriters satisfactory to the

                                       43

 
Representatives who so agree, shall have the right, but shall not be obligated,
to purchase, in such proportion as may be agreed upon among them, all the Stock
to be purchased on such Delivery Date. If the remaining U.S. Underwriters or
other underwriters satisfactory to the Representatives do not elect to purchase
the shares which the defaulting U.S. Underwriter or U.S. Underwriters agreed but
failed to purchase on such Delivery Date, this Agreement (or, with respect to
the Second Delivery Date, the obligation of the U.S. Underwriters to purchase,
and of the Executive Selling Stockholders, the Employee Selling Stockholders and
the Sponsor Selling Stockholders to sell, the Option Stock) shall terminate
without liability on the part of any non-defaulting U.S. Underwriter or the
Company or the Selling Stockholders, except that the Company will continue to be
liable for the payment of expenses to the extent set forth in Sections 13 and
18. As used in this Agreement, the term "U.S. Underwriter" includes, for all
purposes of this Agreement unless the context requires otherwise, any party not
listed in Schedules 1 and 2 hereto who, pursuant to this Section 16, purchases
Firm Stock which a defaulting U.S. Underwriter agreed but failed to purchase.

          Nothing contained herein shall relieve a defaulting U.S. Underwriter
of any liability it may have to the Company and the Selling Stockholders for
damages caused by its default.  If other U.S. Underwriters are obligated or
agree to purchase the Stock of a defaulting or withdrawing U.S. Underwriter,
either the Representatives or the Company may postpone the Delivery Date for up
to seven full business days in order to effect any changes that, in the opinion
of counsel for the Company or counsel for the U.S. Underwriters, may be
necessary in the Registration Statement, the Prospectus or in any other document
or arrangement.

          17.  Termination.  The obligations of the U.S. Underwriters hereunder
may be terminated by the Representatives by notice given to and received by the
Company and the Selling Stockholders prior to delivery of and payment for Firm
Stock if, prior to that time, any of the events described in Sections 14(q),
14(r) or 14(s) shall have occurred or if the U.S. Underwriters shall decline to
purchase the Stock for any reason permitted under this Agreement.

          18.  Reimbursement of U.S. Underwriters' Expenses.  If the Company or
any of the Selling Stockholders shall fail to tender the Stock for delivery to
the U.S. Underwriters by reason of any failure, refusal or inability on the part
of the Company or any Selling Stockholder to perform any agreement on its part
to be performed, or because any other condition of the U.S. Underwriters'
obligations hereunder required to be fulfilled by the Company or the Selling
Stockholders is not fulfilled, the Company or any such defaulting Selling
Stockholder(s), as the case may be, will severally and not jointly, in
proportion to the shares of Stock to be sold by the Company or such defaulting
Selling Stockholder(s) hereunder, reimburse the U.S. Underwriters for all
reasonable out-of-pocket expenses (including fees and disbursements of counsel)
incurred by the U.S. Underwriters in connection with this Agreement and the
proposed purchase of the Stock, and upon demand the Company or such defaulting
Selling Stockholder(s), as the case may be,  shall pay the full amount thereof
to the Representatives.  Neither the Company nor any Selling Stockholder shall
have the liability to any of the U.S. Underwriters for damages on account of
loss of anticipated profits from the proposed sale by them of the Stock.

                                       44

 
          19.  Notices, etc.  All statements, requests, notices and agreements
hereunder shall be in writing, and:

               (a)  if to the U.S. Underwriters, shall be delivered or sent by
          mail, telex or facsimile transmission to Lehman Brothers Inc., Three
          World Financial Center, New York, New York 10285, Attention: Syndicate
          Department (Fax: 212-526-6588), with a copy, in the case of any notice
          pursuant to Section 15(d), to the Director of Litigation, Office of
          the General Counsel, Lehman Brothers Inc., Three World Financial
          Center, 10th Floor, New York, NY 10285;

               (b)  if to the Company, shall be delivered or sent by mail, telex
          or facsimile transmission to the address of the Company set forth in
          the Registration Statement, Attention: Charles C. Green, III, (Fax:
          (713) 570-3150), with a copy to Cravath, Swaine & Moore, Worldwide
          Plaza, 825 Eighth Avenue, New York, New York 10019, Attention: Stephen
          L. Burns (Fax: (212) 474-3700);

               (c)  if to any Selling Stockholder, shall be delivered or sent by
          mail, telex or facsimile transmission to such Selling Stockholder at
          the address set forth in the Custody Agreement executed by such
          Selling Shareholder, with a copy (a) in the case of any Crown Selling
          Stockholder, to Kirkpatrick & Lockhart, 1500 Oliver Building,
          Pittsburgh, Pennsylvania 15222, Attention: Jerry Owens (Fax: (412)
          355-6501), (b) in the case of any Executive Selling Stockholder or
          Employee Selling Stockholder, to Brown, Parker & Leahy, L.L.P., 3600
          Two Allen Center, 1200 Smith Street, Houston, Texas 77002, Attention:
          E. Blake Hawk (Fax: (713) 654-1871) or (c) in the case of any Sponsor
          Selling Stockholder, to Hutchins, Wheeler & Dittmar, 101 Federal
          Street, Boston, Massachusetts 02110, Attention: Harry A. Hanson, III
          (Fax: (617) 951-1295);

provided, however, that any notice to an U.S. Underwriter pursuant to Section
15(d) shall be delivered or sent by mail, telex or facsimile transmission to
such U.S. Underwriter at its address set forth in its acceptance telex to the
Representatives, which address will be supplied to any other party hereto by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company and the
Selling Stockholders shall be entitled to act and rely upon any request,
consent, notice or agreement given or made on behalf of the U.S. Underwriters by
Lehman Brothers Inc., Credit Suisse First Boston Corporation, Goldman, Sachs &
Co., and Smith Barney Inc. and the Company and the U.S. Underwriters shall be
entitled to act and rely upon any request, consent, notice or agreement given or
made on behalf of the Selling Stockholders by their respective Custodians.

          20.  Persons Entitled to Benefit of Agreement.  This Agreement shall
inure to the benefit of and be binding upon the U.S. Underwriters, the Company
and the Selling Stockholders and their respective personal representatives and
successors. This Agreement and the terms and provisions hereof are for the sole
benefit of only those persons, except that (A) the representations, warranties,
indemnities and agreements of the Company and the Selling Stockholders contained
in this Agreement shall also be deemed to be for the benefit of the person 

                                       45

 
or persons, if any, who control any U.S. Underwriter within the meaning of
Section 17 of the Securities Act and for the benefit of each International
Manager (and controlling persons thereof) who offers or sells any shares of
Common Stock in accordance with the terms of the Agreement Between U.S.
Underwriters and International Managers and (B) the indemnity agreement of the
U.S. Underwriters contained in Section 15(c) of this Agreement shall be deemed
to be for the benefit of directors of the Company, officers of the Company who
have signed the Registration Statement and any person controlling the Company
within the meaning of Section 17 of the Securities Act. Nothing in this
Agreement is intended or shall be construed to give any person, other than the
persons referred to in this Section 20, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.

          21.  Survival.  The respective indemnities, representations,
warranties and agreements of the Company, the Selling Stockholders and the U.S.
Underwriters contained in this Agreement or made by or on behalf on them,
respectively, pursuant to this Agreement, shall survive the delivery of and
payment for the Stock and shall remain in full force and effect, regardless of
any investigation made by or on behalf of any of them or any person controlling
any of them.

          22.  Definition of the Terms "Business Day" and "Subsidiary".  For
purposes of this Agreement, (a) "business day" means any day on which the New
York Stock Exchange, Inc. is open for trading and (b) "subsidiary" has the
meaning set forth in Rule 405 of the Rules and Regulations.

          23.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS
RELATING TO CONFLICTS OF LAW.

          24.  Counterparts.  This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

          25.  Headings.  The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

                                       46

 
          If the foregoing correctly sets forth the agreement among the Company,
the Crown Selling Stockholders, the Executive Selling Stockholders, the Employee
Selling Stockholders, the Sponsor Selling Stockholders and the U.S.
Underwriters, please indicate your acceptance in the space provided for that
purpose below.


                              Very truly yours,

                              Crown Castle International Corp.

                              By:_________________________________
                                 Name:____________________________
                                 Title:

                              Robert A. Crown

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact

                              Barbara A. Crown

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact

                              Robert A. Crown and PNC Bank, Delaware, as
                              trustees for the Robert A. Crown Grantor Retained
                              Annuity Trust

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact

                                       47

 
                              Barbara A. Crown and PNC Bank, Delaware, as
                              trustees for the Barbara A. Crown Grantor Retained
                              Annuity Trust

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Ted B. Miller, Jr.

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              David L. Ivy

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact

                              
                              Charles C. Green, III

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              John L. Gwyn

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Edward C. Hutcheson, Jr.

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact

                                       48

 
                              J. Landis Martin

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Robert F. McKenzie

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Tod Bettenhausen

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Kathy Broussard

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Bill Cordell

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Wesley D. Cunningham

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Angela Dennehy

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact

                                       49

 
                              Allyn Easter

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Martin Ellen

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Alan Rees

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              George Reese

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Michael Schueppert

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Jimmy Taylor

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact


                              Nigel Turner

                              By:_________________________________
                                 Name: ___________________________
                                 Attorney-In-Fact

                                       50

 
                              Mark Uminski

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Ed Wallander

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              John Ward

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Terry Wing

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Centennial Fund IV, L.P.

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Centennial Fund V, L.P.

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Centennial Entrepreneurs Fund V, L.P.

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact

                                       51

 
                              Nassau Capital Partners II, L.P.

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              NAS Partners I, L.L.C.

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              American Home Assurance Company

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Harvard Private Capital Holding Inc.

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Fay, Richwhite Communications Limited

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              New York Life Insurance Company

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact

                                       52

 
                              The Northwestern Mutual Life Insurance 
                                  Company

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              PNC Venture Corp.

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Prime VIII, L.P.

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Win J. Neuger

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              David B. Pinkerton

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact


                              Peter F. Smith

                              By: ________________________________
                                  Name: __________________________
                                  Attorney-In-Fact

                                       53

 
Accepted:

Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Smith Barney Inc.

For themselves and as Representatives
of the several U.S. Underwriters named
in Schedule 1 hereto

     By Lehman Brothers Inc.

     By: __________________________
         Name:
         Title:

                                       54

 
                                  SCHEDULE 1

                                                                  Number of  
U.S. Underwriters                                                   Shares   
- -----------------                                                 ---------  
                                                                             
Lehman Brothers Inc. ..........................................              
Credit Suisse First Boston Corporation.........................              
Goldman, Sachs & Co. ..........................................              
Smith Barney Inc. .............................................              
                                                                             
                                                                  __________ 
                                                                             
     Total.....................................................   25,000,000 
                                                                  ==========  

                                       55

 
                                  SCHEDULE 2

 
 
                                                                                       NUMBER OF
CROWN SELLING STOCKHOLDERS                                                               SHARES  
- --------------------------                                                             --------- 
                                                                                    
Robert A. Crown.................................................................       1,744,875
Barbara A. Crown................................................................       1,744,875
Robert A. Crown and PNC Bank, Delaware as Trustees of the Robert A. Crown
 Grantor Retained Annuity Trust.................................................         130,125
Barbara A. Crown and PNC Bank, Delaware, as Trustees of the Barbara A. Crown
 Grantor Retained Annuity Trust.................................................         130,125
                                                                                       --------- 
  Total.........................................................................       3,750,000
                                                                                       =========

EXECUTIVE SELLING STOCKHOLDERS
- ------------------------------

Ted B. Miller, Jr...............................................................         480,535
David L. Ivy....................................................................         174,600
Charles C. Green, III...........................................................         142,800
John L. Gwyn....................................................................          57,300
Edward C. Hutcheson, Jr.........................................................          78,000
J. Landis Martin................................................................         101,285
Robert F. McKenzie..............................................................          23,700
                                                                                       ---------
  Total.........................................................................       1,058,220
                                                                                       =========

EMPLOYEE SELLING STOCKHOLDERS
- -----------------------------

Tod Bettenhausen................................................................          27,000
Kathy Broussard.................................................................          16,800
Bill Cordell....................................................................          22,000
Wesley D. Cunningham............................................................          17,395
Angela Dennehy..................................................................          25,245
Allyn Easter....................................................................          21,000
Martin Ellen....................................................................          25,245
Alan Rees.......................................................................          69,215
George Reese....................................................................         110,400
Michael Schueppert..............................................................          22,730
Jimmy Taylor....................................................................          15,000
Nigel Turner....................................................................          25,245
Mark Uminski....................................................................          15,000
Ed Wallander....................................................................          18,000
John Ward.......................................................................          25,245
Terry Wing......................................................................          24,430
                                                                                         -------
  Total.........................................................................         479,950
                                                                                         =======


                                       56

 
 
Sponsor Selling Stockholders
- ----------------------------
                                                                                    
Centennial Fund IV, L.P.........................................................         476,183
Centennial Fund V, L.P..........................................................         297,849
Centennial Entrepreneurs Fund V, L.P............................................           9,213
Nassau Capital Partners II, L.P.................................................         401,985
NAS Partners I, L.L.C...........................................................           2,500
American Home Assurance Company.................................................         220,875
Harvard Private Capital Holding Inc.............................................         172,360
Fay, Richwhite Communications Limited...........................................         222,465
New York Life Insurance Company.................................................          84,415
The Northwestern Mutual Life Insurance Company..................................         132,955
PNC Venture Corp................................................................         159,465
Prime VIII, L.P.................................................................          65,590
Win J. Neuger...................................................................             670
David B. Pinkerton..............................................................             270
Peter F. Smith..................................................................             400
                                                                                       ---------
  Total.........................................................................       2,247,195
                                                                                       =========


                                       57

 
                                                                       Exhibit A
                                                                       ---------

                               Lock-up Agreement

                                August __, 1998

Crown Castle International Corp.
 510 Bering Drive
 Suite 500
 Houston, Texas 77057

Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Smith Barney Inc.
 As Representatives of the
 several U.S. Underwriters
  c/o Lehman Brothers Inc.
  Three World Financial Center
  New York, New York 10285

Lehman Brothers International (Europe)
Credit Suisse First Boston (Europe) Limited
Goldman, Sachs International
Smith Barney Inc.
 As Representatives of the several
 International Managers
  c/o Lehman Brothers Inc.
  Three World Financial Center
  New York, New York 10285

Ladies and Gentlemen:

          The undersigned understands that Lehman Brothers Inc., Credit Suisse
First Boston Corporation, Goldman, Sachs & Co., and Smith Barney Inc., as the
U.S. representatives of the several U.S. underwriters and Lehman Brothers
International (Europe), Credit Suisse First Boston (Europe) Limited, Goldman
Sachs International and Smith Barney Inc., as the lead managers (together with
the U.S. representatives, the "Representatives") of the several International
Managers (together with the U.S. underwriters, the "Underwriters"), propose to
enter into a U.S. underwriting agreement (the "U.S. Underwriting Agreement") and
an international underwriting agreement (the "International Underwriting
Agreement"), respectively, with Crown Castle International Corp. (the "Company")
and the other Selling Stockholders named therein, providing for the public
offering by the Underwriters, including the Representatives, of Common Stock,
par value $.01 per share (the "Common Stock"), of the 

                                       1

 
Company (the "Public Offering"). Capitalized terms not defined herein shall have
the meaning given them in the U.S. Underwriting Agreement.

          In consideration of the Underwriters' agreement to purchase and
undertake the Public Offering of the Common Stock of the Company and the Crown
Selling Stockholders and for other good and valuable consideration, receipt of
which is hereby acknowledged, the undersigned agrees that, without the prior
written consent of Lehman Brothers Inc., he, she or it will not, during the
period commencing on the date hereof and ending 180 days after the date of the
Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of the Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or any right to acquire Common
Stock, or (ii) enter into any swap or similar agreement that transfers, in whole
or in part, the economic risk of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise.  The foregoing
provisions shall not apply to:  (a) the exercise of options or warrants, (b) the
sale of shares of Common Stock to the Underwriters in connection with the Public
Offering pursuant to the provisions of the U.S. Underwriting Agreement and the
International Underwriting Agreement, as applicable, (c) if the undersigned is
an individual and is an employee of the Company as of the date of the Prospectus
(other than any Crown Selling Stockholder or Executive Selling Stockholder), the
sale of up to 12% of the shares of Common Stock in the aggregate beneficially
owned by the undersigned as of the date of the Prospectus in compliance with the
registration requirements of the Securities Act pursuant to a valid exemption
therefrom; provided that if the undersigned relies on the exception in clause
(b) above, then the aggregate number of shares that may be sold pursuant to this
clause (c) shall be reduced by the number of shares sold pursuant to clause (b)
above, or (d) transfers, without consideration, of the Common Stock or any
securities convertible into, or exercisable or exchangeable for, Common Stock
(1) if the undersigned is a natural person, to family members of the
undersigned, to one or more trusts established for the benefit of one or more
family members of the undersigned or to trusts established by the undersigned
for charitable purposes or (2) if the undersigned is not a natural person, to
affiliates, members, partners, shareholders or beneficiaries of the undersigned,
provided in each case that each transferee executes and delivers to Lehman
Brothers Inc. an agreement whereby such transferee agrees to be bound by all of
the foregoing terms and provisions.

          In addition, the undersigned agrees that the Company may (i) with
respect to any shares of Common Stock for which the undersigned is the record
holder, cause the transfer agent for the Company to note stop-transfer
instructions with respect to such shares of Common Stock consistent with the
foregoing paragraph on the transfer books and records of the Company and (ii)
with respect to any shares of Common Stock for which the undersigned is the
beneficial holder but not the record holder, cause the record holder of such
shares of Common Stock to cause the transfer agent for the Company to note stop-
transfer instructions with respect to such shares of Common Stock consistent
with the foregoing paragraph on the transfer books and records of the Company.

                                       2

 
          The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors, and assigns of the undersigned.

                                    Very truly yours,

                                    __________________________

__________________________
(Name - Please Type)

__________________________
__________________________
__________________________
(Address)

__________________________
(Social Security or Taxpayer Identification No.)

                                       3

 
                                                                       Exhibit B
                                                                       ---------


                  FORM OF OPINION FOR ENGLISH COUNSEL FOR CTI

 
                                                                       Exhibit C
                                                                       ---------


                    CERTIFICATE OF CHIEF FINANCIAL OFFICER

          The undersigned, Charles C. Green, III, Chief Financial Officer of
Crown Castle International Corp., a Delaware corporation (the "Company"),
pursuant to Section 14(p) of that certain U.S. Underwriting Agreement, dated
August __, 1998 by and among the Company, the Crown Selling Stockholders named
therein, the Executive Selling Stockholders named therein, the Employee Selling
Stockholders named therein, the Sponsor Selling Stockholders named therein,
Lehman Brothers Inc., Credit Suisse First Boston Corporation, Goldman, Sachs &
Co. and Smith Barney Inc., and pursuant to Section 7(j) of that certain
International Underwriting Agreement, dated August __, 1998, by and among the
Company, Lehman Brothers International (Europe), Credit Suisse First Boston
(Europe) Limited, Goldman Sachs International and Smith Barney Inc., does hereby
certify on behalf of the Company with respect to the registration statement on
Form S-1 (File No. 333-57283) relating to the initial public offering of shares
of the Company's common stock, and the Prospectus contained therein dated as of
August __, 1998 and as filed with the U.S. Securities and Exchange Commission
pursuant to Rule 424(b) (the "Prospectus"), that:

          1.   All data for numbers of tower, rooftop and communication sites
(collectively, "Towers") owned, leased, managed, licensed, marketed, shared
pursuant to contract, or otherwise utilized by or under the management of the
Company and each of its subsidiaries (collectively, "CCIC") or Castle
Transmission Services (Holdings) Ltd and its subsidiaries (collectively, "CTSH"
and, together with CCIC, the "Businesses"), as presented in the Prospectus,
including but not limited to such data presented under the captions identified
on Schedule I hereto (such data, whether presented in tabular or text format,
the "Tower Data"), have been prepared by officers of the Businesses, including
the Chief Financial Officer of the Company (such officers, the "Responsible
Officers").

          2.   All data for numbers of transmitters owned, leased, managed,
licensed, marketed, shared pursuant to contract, or otherwise utilized by or
under the management of the Businesses, as presented in the Prospectus,
including but not limited to such data presented under the captions identified
on Schedule I hereto (such statements, the "Transmitter Data"), have been
prepared by the Responsible Officers.

          3.   All financial data for the revenue derived from or related to
Tower Data and Transmitter Data, as presented in the Prospectus, including but
not limited to such data presented under the captions identified on Schedule I
hereto (such statements, the "Tower Revenue Statements") have been prepared by
the Responsible Officers.

          4.   The statements regarding percentage of population coverage of
analog television transmitters owned and managed by the Company, as presented in
the Prospectus under the captions identified on Schedule I hereto (such
statements, the "Population Coverage Statements") have been prepared by the
Responsible Officers.

          5.   In collecting and preparing the Tower Data and the Transmitter
Data, the undersigned (i) participated in meetings and conversations with the
Responsible Officers and 

                                       1

 
such officers of subsidiaries of the Company and CTSH responsible for the
management and evaluation of the areas of the Company's operations described in
the Prospectus (the "Subsidiary Officers") and (ii) examined the books and
records of the Company (including its subsidiaries), together with such
schedules prepared by the Responsible Officers and the Subsidiary Officers.

          6.   The Tower Data and Transmitter Data is compiled by the Subsidiary
Officers and Responsible Officers in a database managed by computer software
sufficiently capable of maintaining and manipulating such data.

          7.   The Tower Data and Transmitter Data is collected in the database
pursuant to established procedures for tracking the number of Towers owned,
leased, managed, licensed, marketed, shared pursuant to contract, or otherwise
utilized by or under the management of the Company, indicating (i) which
corporate entity of the Businesses exercises control over such Tower or
installed transmitter, (ii) the geographic location of such Tower or installed
transmitter and (iii) in the case of communications sites, the number of towers
located at such site and the status of such site (e.g., site identification,
acquisition, development, construction, commissioning or operational), and such
procedures include:

               (a)  in the case of Tower ownership, (1) each tower constructed
     by the Businesses is entered into the database at the time of commissioning
     of such tower and (2) each tower acquired by the Businesses, whether
     individually or in connection with the acquisition of a business that owns
     such tower, is entered into the database at the time of acquisition, and if
     any owned tower is sold to a third party not part of the Businesses, such
     tower is removed from the database at the time of such sale;

               (b)  in the case of Tower leasing or licensing, each tower,
     rooftop or communications site leased or licensed to the Businesses is
     entered into the database at the time the lease is executed or the license
     is granted, and removed from the database at the time the lease is
     terminated or license is revoked or terminated; and

               (c)  in the case of Tower management, marketing, sharing pursuant
     to contract or other utilization, each Tower managed, marketed, shared or
     utilized by the Businesses is entered into the database at the time the
     contract relating to such tower is executed and is removed from the
     database at the time the contract is terminated.

          8.   In preparing the Tower Revenue Statements, the undersigned (i)
participated in meetings and conversations with the Responsible Officers and the
Subsidiary Officers and (ii) examined the books and records of the Company
(including its subsidiaries), together with such schedules prepared by the
Responsible Officers and the Subsidiary Officers.

          9.   The Tower Revenue Statements were prepared by the Subsidiary
Officers and Responsible Officers based on the Tower Data and the Transmitter
Data and the Company's consolidated financial statements and the financial
statements of the subsidiaries of the Company.  The preparation of the Tower
Revenue Statements included:

                                       2

 
               (a)  in the case of owned towers, each Tower Revenue Statement
     states the actual gross revenue paid to the Company by all tenants and
     users of the relevant tower, rooftop or communication site during the
     period indicated (and unless specifically indicated otherwise in the
     Prospectus, all such Tower Revenue Statements measure actual gross revenue
     paid to the Company on a monthly basis); and

               (b)  in the case of tower leasing, licensing, management or
     marketing, each Tower Revenue Statement states the actual net income to the
     Company paid by all tenants and users of the relevant tower, rooftop or
     communication site during the period indicated (and unless specifically
     indicated otherwise in the Prospectus, all such Tower Revenue Statements
     measure actual net income paid to the Company on a monthly basis).

          10.  The Businesses are implementing procedures that will enable the
Company's independent auditors to verify the Tower Data, the Transmitter Data
and the Tower Revenue Statements.

          11.  The Population Coverage Statements are based on propagation
characteristics of the geographic area surrounding the broadcast transmission
sites and the range capability of the typical transmitters installed by the
Businesses at such sites; and to the knowledge of the undersigned after
reasonable inquiry with the Responsible Officers and the Subsidiary Officers,
such Population Coverage Statements or comparable coverage data have not been
contradicted by the Director General of the U.K. Office of Telecommunications or
any other relevant regulatory agency.

          12.  The undersigned hereby represents and warrants that the Tower
Data, Transmission Data, the Tower Revenue Statements and the Population
Coverage Statements presented in the Prospectus are true and accurate.  The
undersigned hereby further represents and warrants that the procedures outlined
above were undertaken by the Responsible Officers and the Subsidiary Officers
and that the compilation of the data that comprise the Tower Data, Transmission
Data, the Tower Revenue Statements and the Population Coverage Statements was
performed by the Responsible Officers and Subsidiary Officers in good faith and
using such judgment and is typically used by them in the management and
evaluation of the Company's operations.

          IN WITNESS WHEREOF, the undersigned has hereunto signed his name on
behalf of the Company this __ day of  August, 1998.

                                             By:________________________________
                                             Name:  Charles C. Green, III
                                             Title:  Chief Financial Officer

                                       3

 
                                  SCHEDULE I

          The Tower Data, Transmitter Data, Tower Revenue Statements and
Population Coverage Statements are principally located under the following
captions in the Prospectus:

 .    "Prospectus Summary--The Company"
 .    "Prospectus Summary--Background"
 .    "Prospectus Summary--Summary Unaudited Pro Forma Financial and Other Data"
     and the notes thereto
 .    "Prospectus Summary--Summary Financial and Other Data of CCIC" and the
     notes thereto
 .    "Prospectus Summary--Summary Financial and Other Data of CTI" and the notes
     thereto
 .    "Risk Factors--Risks Associated with Construction and Acquisition of
     Towers"
 .    "Risk Factors--Reliance on Significant Agreements"
 .    "Selected Financial and Other Data of CCIC" and the notes thereto
 .    "Selected Financial and Other Data of Crown"
 .    "Selected Financial and Other Data of CTI"
 .    "Management's Discussion and Analysis of Financial Condition and Results of
     Operations--Results of Operations"
 .    "Management's Discussion and Analysis of Financial Condition and Results of
     Operations--Liquidity and Capital Resources"
 .    "Industry Background--Trends in the Wireless Communications and
     Broadcasting Industries"
 .    "Business"
 .    "Business--Background"
 .    "Business--U.S. Operations"
 .    "Business--U.K. Operations"


 
                                                                     EXHIBIT 1.2

                               6,250,000 SHARES

                       CROWN CASTLE INTERNATIONAL CORP.

                                 COMMON STOCK

                     INTERNATIONAL UNDERWRITING AGREEMENT
                     ------------------------------------

                                                                 August __, 1998

Lehman Brothers International (Europe)
Credit Suisse First Boston (Europe) Limited
Goldman Sachs International
Smith Barney Inc.
As Lead Managers of the several
 International Managers named in Schedule 1,
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285

Dear Sirs:

          Crown Castle International Corp., a Delaware corporation (the
"Company") proposes to sell an aggregate of 6,250,000 shares (the "International
Stock") of the Company's Common Stock, par value $.01 per share (the "Common
Stock").  This is to confirm the agreement concerning the purchase of the
International Stock from the Company by the International Managers.

          It is understood by all parties that the Company, Robert A. Crown,
Barbara A. Crown, Robert A. Crown and PNC Bank, Delaware, Trustees of the Robert
A. Crown Grantor Retained Annuity Trust and Barbara A. Crown and PNC Bank,
Delaware, Trustees of the Barbara A. Crown Grantor Retained Annuity Trust
(collectively, the "Crown Selling Stockholders"), the Executive Selling
Stockholders, the Employee Selling Stockholders and the Sponsor Selling
Stockholders (each as defined in the U.S. Underwriting Agreement) are
concurrently entering into an agreement dated the date hereof (the "U.S.
Underwriting Agreement") providing for the sale by the Company and the Crown
Selling Stockholders of an aggregate of 25,000,000 shares of Common Stock (the
"Firm Stock") through arrangements with certain underwriters inside the United
States and Canada (the "U.S. Underwriters"), for whom Lehman Brothers Inc.,
Credit Suisse First Boston Corporation, Goldman, Sachs & Co. and Smith Barney,
Inc. are acting as Representatives.  In addition, the Executive Selling
Stockholders, the Employee Selling Stockholders and the Sponsor Selling
Stockholders propose to grant to the U.S. Underwriters an option under the U.S.
Underwriting Agreement to purchase up to an additional 4,687,500 shares of
Common Stock (the "Option Stock" and, together with the Firm Stock, the "U.S.
Stock") on the terms and for the purposes set forth in Section 4 of the U.S.
Underwriting Agreement.  The International Managers and the U.S. Underwriters
simultaneously are entering into an agreement between the U.S. and international
underwriting syndicates (the 

 
"Agreement Between U.S. Underwriters and International Managers") which provides
for, among other things, the transfer of shares of Common Stock between the two
syndicates. Two forms of prospectus are to be used in connection with the
offering and sale of shares of Common Stock contemplated by the foregoing, one
relating to the U.S. Stock and the other relating to the International Stock.
The latter form of prospectus will be identical to the former except for certain
substitute pages as included in the registration statement and amendments
thereto referred to below. Except as used in Sections 2, 3, 4, 9, 10 and 11
herein, and except as the context may otherwise require, references herein to
the Stock shall include all the shares of Common Stock which may be sold
pursuant to either this Agreement or the U.S. Underwriting Agreement, and
references herein to any prospectus, whether in preliminary or final form, and
whether as amended or supplemented, shall include both the international and the
U.S. versions thereof.

          1.   Representations, Warranties And Agreements Of The Company.  The
Company represents, warrants and agrees that:

               (a)  A registration statement on Form S-1 and any amendments
          thereto with respect the Stock has (i) been prepared by the Company in
          conformity with the requirements of the United States Securities Act
          of 1933 (the "Securities Act") and the rules and regulations (the
          "Rules and Regulations") of the United States Securities and Exchange
          Commission (the "Commission") thereunder, (ii) been filed with the
          Commission under the Securities Act and (iii) become effective under
          the Securities Act.  Copies of such registration statement and the
          amendments thereto have been delivered by the Company to you as the
          lead managers (the "Lead Managers") of the International Managers.  As
          used in this Agreement, "Effective Time" means the date and the time
          as of which such registration statement, or the most recent post-
          effective amendment thereto, if any, was declared effective by the
          Commission; "Effective Date" means the date of the Effective Time;
          "Preliminary Prospectus" means each prospectus included in such
          registration statement, or amendments thereto, before it became
          effective under the Securities Act and any prospectus filed with the
          Commission by the Company with the consent of the Lead Managers
          pursuant to Rule 424(a) of the Rules and Regulations; "Registration
          Statement" means such registration statement, as amended at the
          Effective Time, including all information contained in the final
          prospectus filed with the Commission pursuant to Rule 424(b) of the
          Rules and Regulations in accordance with Section 5 hereof and deemed
          to be a part of the registration statement as of the Effective Time
          pursuant to paragraph (b) of Rule 430A of the Rules and Regulations
          and including any registration statement registering additional shares
          of Common Stock filed with the Commission pursuant to Rule 462(b) of
          the Rules and Regulations; and "Prospectus" means such final
          prospectus, as first filed with the Commission pursuant to paragraph
          (1) or (4) of Rule 424(b) of the Rules and Regulations.  The
          Commission has not issued any order preventing or suspending the use
          of any Preliminary Prospectus.

                                       2

 
               (b)  The Registration Statement conforms, and the Prospectus and
          any further amendments or supplements to the Registration Statement or
          the Prospectus will, when they become effective or are filed with the
          Commission, as the case may be, conform in all respects to the
          requirements of the Securities Act and the Rules and Regulations and
          do not and will not, as of the applicable effective date (as to the
          Registration Statement and any amendment thereto) and as of the
          applicable filing date (as to the Prospectus and any amendment or
          supplement thereto) contain an untrue statement of a material fact or
          omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading; provided that
          no representation or warranty is made as to information contained in
          or omitted from the Registration Statement or the Prospectus in
          reliance upon and in conformity with written information furnished to
          the Company through the Lead Managers by or on behalf of any
          International Manager specifically for inclusion therein.

               (c)  The industry-related and tower-related data and estimates
          included in the Prospectus are based on or derived from sources which
          the Company believes to be reliable and accurate.

               (d)  The Company is a corporation duly incorporated and validly
          existing and in good standing under the laws of Delaware with all
          requisite corporate power and authority to own, lease and operate its
          properties and to conduct its business as described in the Prospectus,
          and is duly registered and qualified to conduct its business and is in
          good standing in each jurisdiction or place where the nature of its
          properties or the conduct of its business requires such registration
          or qualification, except where the failure so to register or qualify
          or to be in good standing would not have a material adverse effect on
          the condition (financial or other), business, prospects, properties or
          results of operations of the Company, Crown Communication, Inc.
          ("CCI"), Crown Network Systems, Inc. ("Network"), Crown Mobile
          Systems, Inc. ("Mobile"), TEA Group Incorporated ("TEA"), Spectrum
          Site Management Corporation ("Spectrum"), TeleStructures, Inc.
          ("TeleStructures"), Crown Castle International Corp. de Puerto Rico
          ("CCIC (PR)"), Crown Communication New York, Inc. ("CCNY") and Castle
          Transmission Services (Holdings) Ltd. ("CTSH"), Castle Transmission
          International, Ltd. ("CTI") and Castle Transmission (Finance) Plc
          ("CTF" and, together with CCI, Network, Mobile, TEA, Spectrum,
          TeleStructures, CCIC (PR), CCNY, CTSH, CTI and CTF, the
          "Subsidiaries") taken as a whole (a "Material Adverse Effect").

               (e)  None of the subsidiaries of the Company (other than CCI and,
          following the consummation of the transactions contemplated hereby,
          CTI (collectively, the "Significant Subsidiaries")) is a "significant
          subsidiary," as such term is defined in Rule 405 of the Rules and
          Regulations.

                                       3

 
               (f)  CTI is a corporation duly incorporated and validly existing
          under the laws of the jurisdiction of its incorporation with all
          requisite corporate power and authority to own, lease and operate its
          properties and to conduct its business as described in the Prospectus,
          and is duly registered and qualified to conduct its business in each
          jurisdiction or place where the nature of its properties or the
          conduct of its business requires such registration or qualification,
          except where the failure so to register or qualify or to be in good
          standing would not have a Material Adverse Effect.

               (g)  As of the Delivery Date (as defined), the Company will have
          an authorized capitalization as set forth in the Prospectus, and all
          of the issued shares of capital stock of the Company have been duly
          and validly authorized and issued, are fully paid and non-assessable
          and conform to the description thereof contained in the Prospectus;
          and all of the issued shares of capital stock of each subsidiary of
          the Company have been duly and validly authorized and issued and are
          fully paid and non-assessable and (except for directors' qualifying
          shares and except as set forth in the Registration Statement
          (including the exhibits thereto) with respect to shares subject to
          liens under the Company's Senior Credit Facility) are owned directly
          or indirectly by the Company, free and clear of all liens,
          encumbrances, equities or claims.

               (h)  The unissued shares of the Stock to be issued and sold by
          the Company to the International Managers hereunder and to the U.S.
          Underwriters under the U.S. Underwriting Agreement have been duly and
          validly authorized and, when issued and delivered against payment
          therefor as provided herein, will be duly and validly issued, fully
          paid and non-assessable; and the Stock will conform to the description
          thereof contained in the Prospectus.

               (i)  The Company has all requisite corporate power and authority
          to execute, deliver and perform its obligations under this Agreement.

               (j)  The application for the inclusion of the Stock on the NASDAQ
          National Market System has been approved, subject only to official
          notice of issuance and evidence of satisfactory distribution.

               (k)  This Agreement has been duly authorized, executed and
          delivered by the Company and, assuming due authorization, execution
          and delivery by the International Managers, constitutes the valid and
          binding agreement of the Company, enforceable against the Company in
          accordance with its terms (subject to applicable bankruptcy,
          insolvency, reorganization, moratorium, fraudulent transfer and other
          similar laws affecting creditors' rights generally from time to time
          in effect and to general principles of equity, including, without
          limitation, concepts of materiality, reasonableness, good faith and
          fair dealing, regardless of whether in a proceeding in equity or at
          law).

                                       4

 
               (l)  The execution, delivery and performance of this Agreement
          and the U.S. Underwriting Agreement by the Company and the
          consummation of the transactions contemplated hereby, and the
          transactions described in the Prospectus under the caption "The Roll-
          Up" (such transactions are herein collectively called the "Roll-Up")
          will not conflict with or result in a breach or violation of any of
          the terms or provisions of, or (with the giving of notice or the lapse
          of time or both) constitute a default under, (i) any indenture,
          mortgage, deed of trust, loan agreement or other agreement or
          instrument to which the Company or any of the Subsidiaries is a party
          or by which the Company or any of the Subsidiaries is bound or to
          which any of the properties or assets of the Company or any of the
          Subsidiaries is subject, (ii) the provisions of the charter, by-laws
          or other constitutive documents of the Company or any of the
          Subsidiaries or (iii) any statute or any order, rule or regulation of
          any court or governmental agency or body having jurisdiction over the
          Company or any of the Subsidiaries or any of their properties or
          assets, except in the cases of clause (i) or (iii), such breaches,
          violations or defaults that in the aggregate would not have a Material
          Adverse Effect; and except for (A) the registration of the Stock under
          the Securities Act and (B) such consents, approvals, authorizations,
          registrations or qualifications (1) as may be required under the
          Exchange Act and applicable state or foreign securities laws in
          connection with the purchase and distribution of the Stock by the
          International Managers and the U.S. Underwriters, (2) as may have
          already been obtained or made and (3) the failure to obtain or make
          would not, individually or in the aggregate, have a Material Adverse
          Effect, no consent, approval, authorization or order of, or filing or
          registration with, any court or governmental agency or body is
          required for the execution, delivery and performance of this Agreement
          or the U.S. Underwriting Agreement by the Company and the consummation
          of the transactions contemplated hereby and in the Roll-Up.

               (m)  Except as described in the Prospectus, there are no
          contracts, agreements or understandings between the Company or any of
          the Subsidiaries and any person granting such person the right to
          require the Company or any of the Subsidiaries to file a registration
          statement under the Securities Act with respect to any securities of
          the Company and the Subsidiaries owned or to be owned by such person
          or to require the Company or any of the Subsidiaries to include such
          securities in the securities registered pursuant to the Registration
          Statement or in any securities being registered pursuant to any other
          registration statement filed by the Company or any of the Subsidiaries
          under the Securities Act.

               (n)  Except as described in the Prospectus, the Company has not
          sold or issued any shares of Common Stock during the six-month period
          preceding the date of the Prospectus, including any sales pursuant to
          Rule 144A under, or Regulation D or Regulation S of, the Securities
          Act other than shares issued 

                                       5

 
          pursuant to employee benefit plans or other employee compensation
          plans or pursuant to outstanding options, rights or warrants.

               (o)  Neither the Company nor any of its subsidiaries has
          sustained, since the date of the latest audited financial statements
          included in the Prospectus, any material loss or interference with its
          business from fire, explosion, flood or other calamity, whether or not
          covered by insurance, or from any labor dispute or court or
          governmental action, order or decree, otherwise than as set forth or
          contemplated in the Prospectus; and, since such date, except as
          described or contemplated in the Prospectus, there has not been any
          change in the capital stock or long-term debt of the Company or any of
          its subsidiaries or any material adverse change, or any development
          involving a prospective adverse change, which individually or in the
          aggregate has had or would have a Material Adverse Effect.

               (p)  The consolidated historical and pro forma financial
          statements, together with the related notes thereto filed as part of
          the Registration Statement or included in the Prospectus comply as to
          form in all material respects with the requirements of Regulation S-X
          under the Act applicable to registration statements on Form S-1 under
          the Act.  Such historical financial statements fairly present the
          financial position of the Company at the respective dates indicated
          and the results of operations and cash flows for the respective
          periods indicated, in each case in accordance with generally accepted
          accounting principles ("GAAP") consistently applied throughout such
          periods.  Such pro forma financial statements have been prepared on a
          basis consistent with such historical statements, except for the pro
          forma adjustments specified therein, and give effect to assumptions
          made on a reasonable basis and in good faith and present fairly the
          pro forma position, results of operations and the other information
          purported to be shown therein at the respective dates or the
          respective periods therein specified.  The other financial and
          statistical information and data filed as part of the Registration
          Statement or included in the Prospectus, historical and pro forma,
          are, in all material respects, fairly presented and prepared on a
          basis consistent with such financial statements and the books and
          records of the Company.

               (q)  KPMG Peat Marwick LLP, who have certified certain financial
          statements of the Company, whose report appears in the Prospectus and
          who have delivered the initial letter referred to in Section 7(h)
          hereof, are independent public accountants as required by the
          Securities Act and the Rules and Regulations during the periods
          covered by the financial statements on which they reported contained
          in the Prospectus.

               (r)  The Company and each of the Subsidiaries has good and
          indefeasible title to all property (real and personal) described in
          the Prospectus as being owned by it, free and clear of all liens,
          claims, security interests or other encumbrances 

                                       6

 
          except such as are described in the Prospectus, and all the material
          property described in the Prospectus as being held under lease by the
          Company and any such Subsidiary is held by it under valid, subsisting
          and enforceable leases, with only such exceptions as would not in the
          aggregate have a Material Adverse Effect. In addition, except as
          described in the Prospectus, the consummation of the transactions
          contemplated by this Agreement and the Roll-Up will not give rise to
          any third party rights of first refusal under any agreement as to
          which the Company and any of the Subsidiaries or any of their property
          or assets may be subject.

               (s)  The Company and each of the Significant Subsidiaries carry,
          or are covered by, insurance in such amounts and covering such risks
          as is adequate for the conduct of its businesses and the value of its
          properties and as is customary for companies engaged in similar
          businesses in similar industries.

               (t)  The Company and each of the Significant Subsidiaries has
          such permits, licenses, franchises, certificates of need and other
          approvals or authorizations of any governmental or regulatory
          authority ("Permits"), including, without limitation, any permits
          required by the Federal Communications Commission ("FCC"), the Federal
          Aviation Administration ("FAA") or the Office of Telecommunications
          ("OFTEL"), as are necessary under applicable law to own their
          respective properties and to conduct their respective businesses in
          the manner described in the Prospectus, except to the extent that the
          failure to have such Permits would not have a Material Adverse Effect.
          The Company and the Significant Subsidiaries have fulfilled and
          performed in all material respects, all their respective obligations
          with respect to the Permits, and no event has occurred which allows,
          or after notice or lapse of time would allow, revocation or
          termination thereof or results in any other material impairment of the
          rights of the holder of any such Permit, subject in each case to such
          qualification as may be set forth in the Prospectus and except to the
          extent that any such revocation or termination would not have a
          Material Adverse Effect. Except as described in the Prospectus, none
          of the Permits contains any restriction that has not previously been
          satisfied and that is materially burdensome to the Company or any of
          the Significant Subsidiaries.

               (u)  For each existing tower of the Company not yet registered
          with the FCC where registration will be required, the FCC's grant of
          an application for registration of such tower will not have a
          significant environmental effect as defined under Section 1.1307(a) of
          the FCC's rules.

               (v) The consummation of the transactions contemplated by this
          Agreement shall not cause any third party to have any rights of first
          refusal with respect to the acquisition of towers under any Material
          Agreement that has not 

                                       7

 
          already been described in the Prospectus as to which the Company and
          any of the Significant Subsidiaries or any of their property or assets
          may be subject.
              
               (w)  The Company and each of the Significant Subsidiaries owns or
          possesses all patents, trademarks, trademark registration, service
          marks, service mark registrations, trade names, copyrights, licenses,
          inventions, trade secrets and rights described in the Prospectus as
          being owned by any of them or necessary for the conduct of their
          respective businesses, and neither the Company nor any of the
          Significant Subsidiaries is aware of any claim to the contrary or any
          challenge by any other person to the rights of the Company or any of
          the Significant Subsidiaries with respect to such rights that, if
          determined adversely to the Company or any such Significant
          Subsidiary, would in the aggregate have a Material Adverse Effect. 
                   
               (x)  There are no legal or governmental proceedings pending or,
          to the knowledge of the Company, threatened, against the Company or
          any Subsidiary or to which any of their respective properties is
          subject, that are not disclosed in the Prospectus and which are
          reasonably likely to have a Material Adverse Effect. The descriptions
          in the Prospectus of all agreements, contracts, indentures, leases or
          other instruments are accurate in all material respects and fairly
          present the information purported to be described therein.      
               
               (y)  Neither the Company nor any of the Subsidiaries is involved
          in any strike, job action or labor dispute with any group of
          employees, and, to the knowledge of the Company and the Subsidiaries,
          no such action or dispute is threatened.      

               (z)  The Company and each of the Subsidiaries are in compliance
          in all material respects with all presently applicable provisions of
          the Employee Retirement Income Security Act of 1974, as amended,
          including the regulations and published interpretations thereunder
          ("ERISA"); no "reportable event" (as defined in ERISA) has occurred
          with respect to any "pension plan" (as defined in ERISA) for which the
          Company would have any liability; the Company has not incurred and
          does not expect to incur liability under (i) Title IV of ERISA with
          respect to termination of, or withdrawal from, any "pension plan" or
          (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as
          amended, including the regulations and published interpretations
          thereunder (the "Code"); and each "pension plan" for which the Company
          would have any liability that is intended to be qualified under
          Section 401(a) of the Code is so qualified in all material respects
          and nothing has occurred, whether by action or by failure to act,
          which would cause the loss of such qualification.

               (aa) The Company and each of the Subsidiaries have filed all
          federal, state and local income and franchise tax returns required to
          be filed through the date hereof and have paid all taxes due thereon,
          and no tax deficiency has been 

                                       8

 
          determined adversely to the Company or any of the Subsidiaries nor
          does the Company or any of the Subsidiaries have any knowledge of any
          tax deficiency which, if determined adversely to the Company or any of
          the Subsidiaries, would have a Material Adverse Effect.

               (bb) Since the date as of which information is given in the
          Prospectus through the date hereof, and except as may otherwise be
          disclosed in the Prospectus, the Company has not (i) issued or granted
          any securities, (ii) incurred any liability or obligation, direct or
          contingent, or entered into any transaction, in each case not in the
          ordinary course of business which is material to the Company and its
          Subsidiaries taken as a whole or (iii) declared or paid any dividend
          on its capital stock (excluding payment in lieu of fractional shares
          upon conversion of certain senior preferred convertible stock of the
          Company).

               (cc) The Company (i) makes and keeps accurate books and records
          and (ii) maintains a system of internal accounting controls sufficient
          to provide reasonable assurance that (A) transactions are executed in
          accordance with management's authorization, (B) transactions are
          recorded as necessary to permit preparation of its financial
          statements in conformity with GAAP and to maintain accountability for
          its assets, (C) access to its assets is permitted only in accordance
          with management's general or specific authorization and (D) the
          reported accountability for its assets is compared with existing
          assets at reasonable intervals and appropriate action is taken with
          respect to any differences.

               (dd) Neither the Company nor any of the Subsidiaries (i) is in
          violation of its charter or by-laws, (ii) is in default in any
          material respect, and no event has occurred which, with notice or
          lapse of time or both, would constitute such a default, in the due
          performance or observance of any term, covenant or condition contained
          in any material indenture, mortgage, deed of trust, loan agreement or
          other agreement or instrument to which it is a party or by which it is
          bound or to which any of its properties or assets is subject or (iii)
          is in violation in any material respect of any law, ordinance,
          governmental rule, regulation or court decree to which it or its
          property or assets may be subject or has failed to obtain any material
          license, permit, certificate, franchise or other governmental
          authorization or permit necessary to the ownership of its property or
          to the conduct of its business.

               (ee) Neither the Company nor any of the Subsidiaries, nor any
          director, officer, agent, employee or other person associated with or
          acting on behalf of the Company or any of the Subsidiaries, has used
          any corporate funds for any unlawful contribution, gift, entertainment
          or other unlawful expense relating to political activity; made any
          direct or indirect unlawful payment to any foreign or domestic
          government official or employee from corporate funds; violated or is
          in 

                                       9

 
          violation of any provision of the Foreign Corrupt Practices Act of
          1977; or made any bribe, rebate, payoff, influence payment, kickback
          or other unlawful payment.

               (ff) There has been no storage, disposal, generation,
          manufacture, refinement, transportation, handling or treatment of
          toxic wastes, medical wastes, hazardous wastes or hazardous substances
          by the Company or any of the Subsidiaries (or, to the knowledge of the
          Company, any of their predecessors in interest) at, upon or from any
          of the property now or previously owned or leased by the Company or
          any of the Subsidiaries in violation of any applicable law, ordinance,
          rule, regulation, order, judgment, decree or permit or which would
          require remedial action under any applicable law, ordinance, rule,
          regulation, order, judgment, decree or permit, except for any
          violation or remedial action which would not have, or could not be
          reasonably likely to have, singularly or in the aggregate, a Material
          Adverse Effect; there has been no material spill, discharge, leak,
          emission, injection, escape, dumping or release of any kind onto such
          property or into the environment surrounding such property of any
          toxic wastes, medical wastes, solid wastes, hazardous wastes or
          hazardous substances due to or caused by the Company or any of the
          Subsidiaries or with respect to which the Company or any of the
          Subsidiaries has knowledge, except for any such spill, discharge,
          leak, emission, injection, escape, dumping or release which would not
          have or would not be reasonably likely to have, singularly or in the
          aggregate, a Material Adverse Effect; and the terms "hazardous
          wastes," "toxic wastes," "hazardous substances" and "medical wastes"
          shall have the meanings specified in any applicable local, state,
          federal and foreign laws or regulations with respect to environmental
          protection.

               (gg) Neither the Company nor any Subsidiary is an "investment
          company" within the meaning of such term under the United States
          Investment Company Act of 1940, as amended, and the rules and
          regulations of the Commission promulgated thereunder.

               (hh) The Company has complied with all provisions of Section
          517.075, Florida Statutes relating to doing business with the
          Government of Cuba or with any person or affiliate located in Cuba.

          (2)  Purchase of the Stock by the International Managers. On the basis
of the representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Company agrees to sell 6,250,000 shares of
the International Stock to the several International Managers and each
International Manager, severally and not jointly, agrees to purchase the
respective number of shares of the International Stock set opposite that
International Manager's name in Schedule 1 hereto at U.S. $__________ a share.
Each International Manager shall be obligated to purchase from the Company that
number of shares of the International Stock which represents the same proportion
of the number of shares of the International Stock to be sold by the Company as
the number of shares of the International Stock set forth opposite the

                                       10

 
name of such International Manager in Schedule 1 represents of the total number
of shares of the International Stock to be purchased by all of the International
Managers pursuant to this Agreement. The respective purchase obligations of the
International Managers with respect to the International Stock shall be rounded
among the International Managers to avoid fractional shares, as the Lead
Managers may determine.

          The Company shall not be obligated to deliver any of the Stock to be
delivered on the Delivery Date (as hereinafter defined), as the case may be,
except upon payment for all the Stock to be purchased on the Delivery Date as
provided herein.

          3.   Offering of Stock by the International Managers.

          Upon authorization by the Lead Managers of the release of the
International Stock, the several International Managers propose to offer the
International Stock for sale upon the terms and conditions set forth in the
Prospectus. The International Stock is to be offered to the public initially at
U.S. $________ a share.

          Each International Manager agrees that, except to the extent permitted
by the Agreement Between U.S. Underwriters and International Managers, it will
not offer or sell any of the Stock in the United States or Canada.

          4.   Delivery of and Payment for the Stock. Delivery of and payment
for the International Stock shall be made at the office of Cravath, Swaine &
Moore, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York City time,
on the third full business day following the date of this Agreement or at such
other date or place as shall be determined by agreement between the Lead
Managers and the Company. This date and time are sometimes referred to as the
"Delivery Date." On the Delivery Date, the Company shall deliver or cause to be
delivered certificates representing the International Stock to the Lead Managers
for the account of each International Manager against payment to or upon the
order of the Company of the purchase price in immediately available funds. Time
shall be of the essence, and delivery at the time and place specified pursuant
to this Agreement is a further condition of the obligation of each International
Manager hereunder. Upon delivery, the International Stock shall be registered in
such names and in such denominations as the Lead Managers shall request in
writing not less than two full business days prior to the Delivery Date. For the
purpose of expediting the checking and packaging of the certificates for the
International Stock, the Company shall make the certificates representing the
International Stock available for inspection by the Lead Managers in New York,
New York, not later than 2:00 P.M., New York City time, on the business day
prior to the Delivery Date.

          5.   Further Agreements of the Company.  The Company agrees:

               (a)  To prepare the Prospectus in a form approved by the Lead
          Managers and to file such Prospectus pursuant to Rule 424(b) under the
          Securities Act not later than Commission's close of business on the
          second business day following the execution and delivery of this
          Agreement or, if applicable, such earlier time as 

                                       11

 
          may be required by Rule 430A(a)(3) under the Securities Act; to make
          no further amendment or any supplement to the Registration Statement
          or to the Prospectus except as permitted herein; to advise the Lead
          Managers, promptly after it receives notice thereof, of the time when
          any amendment to the Registration Statement has been filed or becomes
          effective or any supplement to the Prospectus or any amended
          Prospectus has been filed and to furnish the Lead Managers with copies
          thereof; to advise the Lead Managers, promptly after it receives
          notice thereof, of the issuance by the Commission of any stop order or
          of any order preventing or suspending the use of any Preliminary
          Prospectus or the Prospectus, of the suspension of the qualification
          of the Stock for offering or sale in any jurisdiction, of the
          initiation or threatening of any proceeding for any such purpose, or
          of any request by the Commission for the amending or supplementing of
          the Registration Statement or the Prospectus or for additional
          information; and, in the event of the issuance of any stop order or of
          any order preventing or suspending the use of any Preliminary
          Prospectus or the Prospectus or suspending any such qualification, to
          use promptly its best efforts to obtain its withdrawal;

               (b)  To furnish promptly to each of the Lead Managers and to
          counsel for the International Managers a signed copy of the
          Registration Statement as originally filed with the Commission, and
          each amendment thereto filed with the Commission, including all
          consents and exhibits filed therewith;

               (c)  To deliver promptly to the Lead Managers such number of the
          following documents as the Lead Managers shall reasonably request:
          (i) conformed copies of the Registration Statement as originally filed
          with the Commission and each amendment thereto (in each case excluding
          exhibits other than this Agreement and the computation of earnings per
          share) and (ii) each Preliminary Prospectus, the Prospectus and any
          amended or supplemented Prospectus and, if the delivery of a
          prospectus is required at any time after the Effective Time in
          connection with the offering or sale of the Stock or any other
          securities relating thereto and if at such time any events shall have
          occurred as a result of which the Prospectus as then amended or
          supplemented would include an untrue statement of a material fact or
          omit to state any material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading, or, if for any other reason it shall be
          necessary to amend or supplement the Prospectus in order to comply
          with the Securities Act, to notify the Lead Managers and, upon their
          request, to prepare and furnish without charge to each International
          Manager and to any dealer in securities as many copies as the Lead
          Managers may from time to time reasonably request of an amended or
          supplemented Prospectus which will correct such statement or omission
          or effect such compliance;

               (d)  To file promptly with the Commission any amendment to the
          Registration Statement or the Prospectus or any supplement to the
          Prospectus that 

                                       12

 
          may, in the judgment of the Company or the Lead Managers, be required
          by the Securities Act or requested by the Commission;

               (e)  Prior to filing with the Commission any amendment to the
          Registration Statement or supplement to the Prospectus or any
          Prospectus pursuant to Rule 424 of the Rules and Regulations, to
          furnish a copy thereof to the Lead Managers and counsel for the
          International Managers and obtain the consent of the Lead Managers to
          the filing;

               (f)  As soon as practicable after the Effective Date (it being
          understood that the Company shall have until at least 410 days after
          the end of the Company's current fiscal quarter), to make generally
          available to the Company's security holders and to deliver to the Lead
          Managers an earnings statement of the Company and its subsidiaries
          (which need not be audited) complying with Section 11(a) of the
          Securities Act and the Rules and Regulations (including, at the option
          of the Company, Rule 158);

               (g)  For a period of three years following the Effective Date, to
          furnish to the Lead Managers copies of all materials furnished by the
          Company to its shareholders and all public reports and all reports and
          financial statements furnished by the Company to the principal
          national securities exchange upon which the Common Stock may be listed
          pursuant to requirements of or agreements with such exchange or to the
          Commission pursuant to the Exchange Act or any rule or regulation of
          the Commission thereunder;

               (h)  Promptly from time to time to take such action as the Lead
          Managers may reasonably request to qualify the Stock for offering and
          sale under the securities laws of such jurisdictions as the Lead
          Managers may request and to comply with such laws so as to permit the
          continuance of sales and dealings therein in such jurisdictions for as
          long as may be necessary to complete the distribution of the Stock;
          provided that in connection therewith the Company shall not be
          required to qualify as a foreign corporation or to file a general
          consent to service of process in any jurisdiction;

               (i)  For a period of 180 days from the date of the Prospectus,
          not to, directly or indirectly, offer for sale, sell or otherwise
          dispose of (or enter into any transaction or device which is designed
          to, or could be expected to, result in the disposition by any person
          at any time in the future of) any shares of Common Stock (other than
          the International Stock, the U.S. Stock and shares issued pursuant to
          employee benefit plans or other employee compensation plans existing
          on the date hereof or pursuant to currently outstanding options,
          warrants or rights), or sell or grant options, rights or warrants with
          respect to any shares of Common Stock (other than the grant of options
          pursuant to option plans existing on the date hereof), without the
          prior written consent of Lehman Brothers Inc.; to cause each person
          that, as of the date of this Agreement (i) is a recordholder of

                                       13

 
          Common Stock or (ii) has the right to acquire shares of Common Stock
          upon conversion, reclassification, exchange or exercise of another
          security, which right will occur or may be fully vested and
          exercisable within 180 days of this Agreement (excluding the right to
          acquire shares of Common Stock pursuant to the CTSH All Employee Plan
          and the CTSH Bonus Share Plan, each as defined in the Prospectus) to
          furnish to the Lead Managers, prior to the Delivery Date, a letter or
          letters, in form and substance substantially similar to Exhibit A
          attached hereto (which is substantially identical to Exhibit A to the
          U.S. Underwriting Agreement);

               (j)  Prior to filing with the Commission any reports on Form SR
          pursuant to Rule 463 of the Rules and Regulations, to furnish a copy
          thereof to the counsel for the International Managers and receive and
          consider its comments thereon, and to deliver promptly to the Lead
          Managers a signed copy of each report on Form SR filed by it with the
          Commission; and

               (k)  To take such steps as shall be necessary to ensure that
          neither the Company nor any subsidiary shall become an "investment
          company" within the meaning of such term under the U.S. Investment
          Company Act of 1940, as amended, and the rules and regulations of the
          Commission promulgated thereunder.

          6.   Expenses. The Company agrees to pay (a) the costs incident to the
authorization, issuance, sale and delivery of the Stock and any taxes payable in
connection therewith; (b) the costs incident to the preparation, printing and
filing under the Securities Act of the Registration Statement and any
amendments, supplements and exhibits thereto; (c) the costs of distributing the
Registration Statement as originally filed and each amendment thereto and any
post-effective amendments thereof (including, in each case, exhibits), any
Preliminary Prospectus, the Prospectus and any amendment or supplement to the
Prospectus, all as provided in this Agreement; (d) the filing fees incident to
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of sale of the Stock; (e) any applicable listing or other
fees; (f) the fees and expenses (not in excess, in the aggregate, of
$__________) of qualifying the Stock under the securities laws of the several
jurisdictions as provided in Section 5(h) and of preparing, printing and
distributing a Blue Sky Memorandum (including related fees and expenses of
counsel to the International Managers); (g) all fees and expenses of an
independent underwriter; (h) all costs and expenses of the International
Managers, including the fees and disbursements of counsel for the International
Managers, incident to the offer and sale of shares of the Stock by the
International Managers to employees and persons having business relationships
with the Company and its subsidiaries; and (i) all other costs and expenses
incident to the performance of the obligations of the Company under this
Agreement; provided that, except as provided in this Section 6 and in Section
11, the International Managers shall pay their own costs and expenses, including
the costs and expenses of their counsel, any transfer taxes on the Stock which
they may sell and the expenses of advertising any offering of the Stock made by
the International Managers.

                                       14

 
          7.   Conditions of International Managers' Obligations. The respective
obligations of the International Managers hereunder are subject to the accuracy,
when made and on the Delivery Date, of the representations and warranties of the
Company contained herein, to the performance by the Company of their obligations
hereunder, and to each of the following additional terms and conditions:

               (a)  The Prospectus shall have been timely filed with the
          Commission in accordance with Section 5(a); no stop order suspending
          the effectiveness of the Registration Statement or any part thereof
          shall have been issued and no proceeding for that purpose shall have
          been initiated or threatened by the Commission; and any request of the
          Commission for inclusion of additional information in the Registration
          Statement or the Prospectus or otherwise shall have been complied
          with.


               (b)  No International Manager or U.S. Underwriter shall have
          discovered and disclosed to the Company on or prior to the Delivery
          Date that the Registration Statement or the Prospectus or any
          amendment or supplement thereto contains an untrue statement of a fact
          which, in the opinion of Latham & Watkins, counsel for the
          International Managers, is material or omits to state a fact which, in
          the opinion of such counsel, is material and is required to be stated
          therein or is necessary to make the statements therein not misleading.

               (c)  All corporate proceedings and other legal matters incident
          to the authorization, form, validity, execution and delivery of this
          Agreement, the U.S. Underwriting Agreement, the International Stock,
          the Registration Statement and the Prospectus, and all other legal
          matters relating to this Agreement and the transactions contemplated
          hereby shall be reasonably satisfactory in all material respects to
          counsel for the International Managers, and the Company shall have
          furnished to such counsel all documents and information that they may
          reasonably request to enable them to pass upon such matters.

               (d)  Cravath, Swaine & Moore shall have furnished to the Lead
          Managers its written opinion, as counsel to the Company, addressed to
          the International Managers and dated the Delivery Date, in form and
          substance reasonably satisfactory to the Lead Managers, to the effect
          that:

                    (i)  Each of the Company and CCI is a corporation validly
               existing and in good standing under the laws of the state of its
               incorporation (which opinion may be based solely on a certificate
               of the Secretary of State of such state), and the Company has all
               requisite corporate power and authority to own, lease and operate
               its properties and to conduct its business as described in the
               Prospectus. Each of the Company and CCI is duly registered and
               qualified to conduct its business and is in good standing (which
               opinion may be based solely on a certificate of the Secretary of
               State of such state), in each jurisdiction or

                                       15

 
               place where, based on a certificate of an officer of the Company,
               the nature of its properties or the conduct of its business
               requires such registration or qualification, except where the
               failure so to register or qualify or to be in good standing would
               not have a Material Adverse Effect;

                    (ii)   The Company has an authorized capitalization as set
               forth in the Prospectus, and all of the issued shares of capital
               stock of the Company (including the shares of Stock being
               delivered on the Delivery Date) have been duly and validly
               authorized and issued, are fully paid and non-assessable and
               conform to the description thereof contained in the Prospectus;

                    (iii)  Except as described in the Prospectus, there are no
               preemptive or other rights to subscribe for or to purchase, nor
               any restriction upon the voting or transfer of, any shares of the
               Stock pursuant to the Company's charter or by-laws or any
               agreement or other instrument known to such counsel;

                    (iv)   To the knowledge of such counsel, there are no legal
               or governmental proceedings pending or threatened against the
               Company or any of the Significant Subsidiaries, or to which any
               of their respective properties is subject, that are not disclosed
               in the Prospectus and which are reasonably likely to have a
               Material Adverse Effect or to materially affect the issuance of
               the shares of capital stock or the consummation of the
               transactions contemplated by this Agreement and the Roll-Up. To
               the knowledge of such counsel, there are no agreements,
               contracts, indentures, leases or other instruments to which the
               Company or any of the Significant Subsidiaries is a party or to
               which any of their respective properties or assets is subject
               that are required to be described in, or filed as exhibits to,
               the Registration Statement and the Prospectus that have not been
               so described or filed;

                    (v)    The Registration Statement was declared effective
               under the Securities Act as of the date and time specified in
               such opinion, the Prospectus was filed with the Commission
               pursuant to the subparagraph of Rule 424(b) of the Rules and
               Regulations specified in such opinion on the date specified
               therein and no stop order suspending the effectiveness of the
               Registration Statement has been issued and, to the knowledge of
               such counsel, no proceeding for that purpose is pending or
               threatened by the Commission;

                    (vi)   The Registration Statement and the Prospectus and any
               further amendments or supplements thereto made by the Company
               prior to the Delivery Date (other than the financial statements
               and related

                                       16

 
               schedules therein, as to which such counsel need express no
               opinion) comply as to form in all material respects with the
               requirements of the Securities Act and the Rules and Regulations;

                    (vii)  The statements contained (A) in the Prospectus under
               the captions "Description of Capital Stock", "Shares Eligible for
               Future Sale", "Certain United States Federal Tax Consequences to
               Non-United States Holders" and paragraphs 1, 2, 3, 4, 5, 6, 10,
               11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 under the caption
               "Underwriting" and (B) in the Registration Statement in Items 14
               and 15, in each case insofar as they are descriptions of
               contracts, agreements or other legal documents, or refer to
               statements of law or legal conclusions, are accurate in all
               material respects and present fairly the information purported to
               be described therein;

                    (viii) This Agreement and the U.S. Underwriting Agreement
               have each been duly and validly authorized, executed and
               delivered by the Company;
                    
                    (ix) None of the issuance, offer or sale of the shares of
               Common Stock, the execution, delivery or performance by the
               Company of this Agreement and the International Underwriting
               Agreement, compliance by the Company with the provisions hereof
               nor consummation by the Company of the transactions contemplated
               hereby and in the Roll-Up (i) requires any consent, approval,
               authorization or other order of, or registration or filing with,
               any court, regulatory body, administrative agency or other
               governmental body, agency or official, or conflicts or will
               conflict with or constitutes or will constitute a breach of, or a
               default under, the certificate of incorporation or by-laws, or
               other organizational documents, of the Company or (ii) conflicts
               or will conflict with or constitutes or will constitute a breach
               of, or a default under, any agreement filed as an exhibit to, or
               incorporated by reference in, the Registration Statement (the
               "Material Agreements"), or violates or will violate any law, rule
               or regulation of the United States, or the State of New York or
               the General Corporation Law of the State of Delaware, or, to such
               counsel's knowledge, any order or decree of any court or
               government agency or instrumentality or will result in the
               creation or imposition of any Lien upon any property or assets of
               the Company or CCI pursuant to the terms of any agreement or
               instrument to which any of them is a party or by which any of
               them may be bound or under any to which any of their respective
               property or assets is subject, except in each case such breaches,
               conflicts or defaults that, individually or in the aggregate,
               would not have a Material Adverse Effect. For purposes of the
               foregoing opinion, such counsel may assume that any agreements
               referred to in clause (ii) above that are governed by laws other
               than the laws of the State of New York,      

                                       17

 
               are governed by and would be interpreted in accordance with the
               laws of the State of New York; and

                   (x)   The Company is not and, upon sale of the shares of
               Common Stock to be issued and sold thereby in accordance herewith
               and the application of the net proceeds to the Company of such
               sale as described in the Prospectus under the caption "Use of
               Proceeds," will not be an "investment company" within the meaning
               of the Investment Company Act of 1940, as amended.

               In addition, such counsel shall also state that such counsel has
          participated in conferences with officers of the Company and with the
          independent public accountants for the Company, concerning the
          preparation of the Registration Statement and the Prospectus, and,
          although such counsel has made certain inquiries and investigations in
          connection with the preparation of the Registration Statement and the
          Prospectus, it is not passing upon and does not assume any
          responsibility for the accuracy or completeness of the statements
          contained in the Registration Statement and the Prospectus, and has
          not made any independent check or verification thereof, except insofar
          as such statements relate to such counsel and to clause (xii) above,
          and on the basis of the foregoing such counsel's work in connection
          with this matter did not disclose any information that gave such
          counsel reason to believe that the Registration Statement and the
          Prospectus, as of its date or as of the Closing Date, included or
          includes an untrue statement of a material fact or omitted or omits to
          state a material fact necessary to make the statements therein, in the
          light of the circumstances under which they were made, not misleading
          (it being understood that such counsel need express no belief or
          opinion with respect to the financial statements and other financial
          data included therein).

               The opinion of such counsel may be limited to the laws of the
          state of New York, the General Corporation Law of the state of
          Delaware and the Federal laws of the United States.

               (e) Brown, Parker & Leahy, L.L.P. shall have furnished to the
          Lead Managers its written opinion, as counsel to the Company,
          addressed to the International Managers and dated the Delivery Date,
          in form and substance reasonably satisfactory to the Lead Managers, to
          the effect that:

                    (i)  All of the issued shares of capital stock of each
               Subsidiary of the Company have been duly and validly authorized
               and issued and are fully paid, non-assessable and (except for
               directors' qualifying shares and as described in the Prospectus
               with respect to CTI) are owned directly or indirectly by the
               Company, free and clear of all liens, encumbrances, equities or
               claims;

                                       18

 
                    (ii)   To knowledge of such counsel, there are no legal or
               governmental proceedings pending or threatened against the
               Company or any of the Significant Subsidiaries, or to which any
               of their respective properties is subject, that are not disclosed
               in the Prospectus and which are reasonably likely to have a
               Material Adverse Effect or to materially affect the issuance of
               the shares of capital stock or the consummation of the
               transactions contemplated by this Agreement and the Roll-Up;

                    (iii)  To the knowledge of such counsel, except as described
               in the Prospectus there are no contracts, agreements or
               understandings between the Company or any of the Significant
               Subsidiaries and any person granting such person the right to
               require the Company or any of the Significant Subsidiaries to
               file a registration statement under the Securities Act with
               respect to any securities of the Company owned or to be owned by
               such person or to require the Company or any of the Significant
               Subsidiaries to include such securities in the securities
               registered pursuant to the Registration Statement or in any
               securities being registered pursuant to any other registration
               statement filed by the Company or any of the Significant
               Subsidiaries under the Securities Act; and

                    (iv)   The Senior Credit Facility has been duly and validly
               authorized, executed and delivered by CCI and CCIC (PR) and
               assuming due authorization, execution and delivery by the other
               parties thereto, constitutes the valid and binding agreement of
               CCI and CCIC (PR), enforceable against CCI and CCIC (PR) in
               accordance with its terms (subject to applicable bankruptcy,
               insolvency, reorganization, moratorium, fraudulent transfer and
               other similar laws affecting creditors' rights generally from
               time to time in effect and to general principles of equity,
               including, without limitation, concepts of materiality,
               reasonableness, good faith and fair dealing, regardless of
               whether in a proceeding in equity or at law).

          The opinion of such counsel may be limited to the laws of the state of
          Texas, the state of New York, the General Corporation Law of the state
          of Delaware and the Federal laws of the United States.

               (f)  The Lead Managers shall have received an opinion, dated the
          Delivery Date, of Norton Rose, English counsel for Castle Transmission
          Services (Holdings) Ltd., substantially in the form of Exhibit B
          hereto.

               (g)  The Lead Managers shall have received from Latham & Watkins,
          counsel for the International Managers, such opinion or opinions,
          dated the Delivery Date, with respect to the issuance and sale of the
          Stock, the Registration Statement, the Prospectus and other related
          matters as the Lead Managers may reasonably require, and the Company
          shall have furnished to such counsel such 

                                       19

 
          documents as they reasonably request for the purpose of enabling them
          to pass upon such matters.

               (h)  At the time of execution of this Agreement, the Lead
          Managers shall have received from KPMG Peat Marwick LLP a letter, in
          form and substance satisfactory to the Lead Managers, addressed to the
          International Managers and dated the date hereof (i) confirming that
          they are independent public accountants within the meaning of the
          Securities Act and are in compliance with the applicable requirements
          relating to the qualification of accountants under Rule 2-01 of
          Regulation S-X of the Commission, (ii) stating, as of the date hereof
          (or, with respect to matters involving changes or developments since
          the respective dates as of which specified financial information is
          given in the Prospectus, as of a date not more than five days prior to
          the date hereof), the conclusions and findings of such firm with
          respect to the financial information and other matters ordinarily
          covered by accountants' "comfort letters" to International Managers in
          connection with registered public offerings.

               (i)  With respect to the letter of KPMG Peat Marwick LLP referred
          to in the preceding paragraph and delivered to the Lead Managers
          concurrently with the execution of this Agreement (the "initial
          letter"), the Company shall have furnished to the Lead Managers a
          letter (the "bring-down letter") of such accountants, addressed to the
          International Managers and dated the Delivery Date (i) confirming that
          they are independent public accountants within the meaning of the
          Securities Act and are in compliance with the applicable requirements
          relating to the qualification of accountants under Rule 2-01 of
          Regulation S-X of the Commission, (ii) stating, as of the date of the
          bring-down letter (or, with respect to matters involving changes or
          developments since the respective dates as of which specified
          financial information is given in the Prospectus, as of a date not
          more than five days prior to the date of the bring-down letter), the
          conclusions and findings of such firm with respect to the financial
          information and other matters covered by the initial letter and (iii)
          confirming in all material respects the conclusions and findings set
          forth in the initial letter.

               (j)  The Company shall have furnished to the Lead Managers a
          certificate, dated the Delivery Date, of its Chief Executive Officer
          or President and its Chief Financial Officer stating that:

                    (i)  The representations, warranties and agreements of the
               Company in Section 1 are true and correct as of the Delivery
               Date; the Company has complied with all its agreements contained
               herein; none of the events described in clause (i) or (ii) of
               Section 7(l) have occurred or identifying all such events as have
               occurred; and the conditions set forth in Sections 7(a) and 7(o)
               have been fulfilled; and

                                       20

 
                    (ii)   They have carefully examined the Registration
               Statement and the Prospectus and, in their opinion (A) as of the
               Effective Date, the Registration Statement and Prospectus did not
               include any untrue statement of a material fact and did not omit
               to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading, and (B)
               since the Effective Date no event has occurred which should have
               been set forth in a supplement or amendment to the Registration
               Statement or the Prospectus.

               (k)  The Company shall have furnished to the Lead Managers a
          certificate, substantially in the form of Exhibit C hereto, dated the
          Delivery Date, of its Chief Financial Officer with respect to certain
          data of the Company set forth in the Prospectus.

               (l)  (i)  Neither the Company nor any of its subsidiaries shall
          have sustained since the date of the latest audited financial
          statements included in the Prospectus any loss or interference with
          its business from fire, explosion, flood or other calamity, whether or
          not covered by insurance, or from any labor dispute or court or
          governmental action, order or decree, otherwise than as set forth or
          contemplated in the Prospectus or (ii) since such date there shall not
          have been any change in the capital stock or long-term debt of the
          Company or any of its subsidiaries or any change, or any development
          involving a prospective change, in or affecting the general affairs,
          management, financial position, stockholders' equity or results of
          operations, business or prospects of the Company and its subsidiaries,
          otherwise than as set forth or contemplated in the Prospectus, the
          effect of which, in any such case described in clause (i) or (ii), is,
          in the judgment of the Lead Managers, so material and adverse as to
          make it impracticable or inadvisable to proceed with the public
          offering or the delivery of the Stock being delivered on the Delivery
          Date on the terms and in the manner contemplated in the Prospectus.

               (m)  Subsequent to the execution and delivery of this Agreement
          (i) no downgrading shall have occurred in the rating accorded any of
          the Company's securities by any "nationally recognized statistical
          rating organization", as that term is defined by the Commission for
          purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no
          such organization shall have publicly announced that it has under
          surveillance or review, with possible negative implications, its
          rating of any of the Company's securities.

               (n)  Subsequent to the execution and delivery of this Agreement
          there shall not have occurred any of the following: (i) trading in
          securities generally on the New York Stock Exchange or the American
          Stock Exchange or in the over-the-counter market, or trading in any
          securities of the Company on any exchange or in the over-the-counter
          market, shall have been suspended or minimum prices 

                                       21

 
          shall have been established on any such exchange or such market by the
          Commission, by such exchange or by any other regulatory body or
          governmental authority having jurisdiction, (ii) a banking moratorium
          shall have been declared by Federal or state authorities, (iii) the
          United States shall have become engaged in hostilities, there shall
          have been an escalation in hostilities involving the United States or
          there shall have been a declaration of a national emergency or war by
          the United States or (iv) there shall have occurred such a material
          adverse change in general economic, political or financial conditions
          (or the effect of international conditions on the financial markets in
          the United States shall be such) as to make it, in the judgment of a
          majority in interest of the several International Managers,
          impracticable or inadvisable to proceed with the public offering or
          delivery of the Stock being delivered on the Delivery Date on the
          terms and in the manner contemplated in the Prospectus.

               (o)  The NASDAQ National Market System shall have approved the
          Stock for inclusion, subject only to official notice of issuance and
          evidence of satisfactory distribution.

               (p)  CTI and CTSH shall have received from Credit Suisse First
          Boston, as arranger and agent, and J.P. Morgan Securities Ltd., as co-
          arranger, and from each lender under the Loan Amendment Agreement
          dated May 21, 1997, an irrevocable consent and waiver to certain
          change of control provisions of such agreement as applicable to the
          Roll-Up, and the Company shall provide a copy of such consent and
          waiver to the Lead Managers.

               (q)  The Company shall have concluded the Stock Split and the
          Conversions and shall have reclassified all shares of Class B Common
          Stock as Common Stock (each as defined in the Prospectus).

               (r)  The Company shall have delivered to the Lead Managers copies
          of the Governance Agreement, the Stockholders Agreement, the CTSH
          Shareholders' Agreement and the CTI Services Agreement (each as
          defined in the Prospectus) executed and delivered by all parties
          thereto.

               (s)  The Company shall have delivered to the Lead Managers copies
          of written documentation evidencing (i) the final ruling of the FCC
          under Section 310(b)(4) of the Communications Act of 1934, as amended,
          permitting up to 49.9% foreign ownership of the Company, at least 25%
          of which will be from World Trade Organization member nations.

               (t)  The Lead Managers shall have received from each stockholder
          of the Company an executed letter in the form of Exhibit A pursuant to
          Section 5(i) hereto.

                                       22

 
               (u)  The closing under the U.S. Underwriting Agreement shall have
          occurred concurrently with the closing hereunder on the Delivery Date.

          All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance  reasonably
satisfactory to counsel for the International Managers.

          8.  Indemnification and Contribution.

          (a)  The Company and its Significant Subsidiaries, jointly and
severally, shall indemnify and hold harmless each International Manager, its
officers and employees and each person, if any, who controls any International
Manager within the meaning of the Securities Act, from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases and sales of Stock), to which that International Manager,
officer, employee or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus or in any amendment or supplement
thereto, (ii) the omission or alleged omission to state in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or in any amendment or
supplement thereto, any material fact required to be stated therein or necessary
to make the statements therein not misleading or (iii) any act or failure to act
or any alleged act or failure to act by any International Manager in connection
with, or relating in any manner to, the Stock or the offering contemplated
hereby, and which is included as part of or referred to in any loss, claim,
damage, liability or action arising out of or based upon matters covered by
clause (i) or (ii) above (provided that the Company shall not be liable under
this clause (iii) to the extent that it is determined in a final judgment by a
court of competent jurisdiction that such loss, claim, damage, liability or
action resulted directly from any such acts or failures to act undertaken or
omitted to be taken by such International Manager through its gross negligence
or willful misconduct), and shall reimburse each International Manager and each
such officer, employee or controlling person promptly upon demand for any legal
or other expenses reasonably incurred by that International Manager, officer,
employee or controlling person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or in any such
amendment or supplement, in reliance upon and in conformity with written
information concerning such International Manager furnished to the Company
through the Lead Managers by or on behalf of any International Manager
specifically for inclusion therein; provided further that the Company shall not
be liable to any International Manager under the indemnity agreement in this
paragraph 8(a) with respect to any Preliminary Prospectus to the extent that any
such loss, claim, damage or liability of such International Manager results from
the fact that such International Manager sold shares of Common Stock to a 

                                       23

 
person as to whom there was not sent or given, at or prior to written
confirmation of such sale, a copy of the Prospectus as then amended or
supplemented if the Company had previously furnished copies thereof in the
quantity requested and in a timely manner in accordance with Section 5(c) hereof
to such International Manager and the loss, claim, damage or liability of such
International Manager results from an untrue statement or omission of a material
fact contained in the Preliminary Prospectus and corrected in the Prospectus as
amended or supplemented. 

          (b)  Each International Manager, severally and not jointly, shall
indemnify and hold harmless the Company, its officers who sign the Registration
Statement, each of its directors (including any person who, with his or her
consent, is named in the Registration Statement as about to become a director of
the Company), and each person, if any, who controls the Company within the
meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Company or any such director, officer or controlling person may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or in any
amendment or supplement thereto, or in any Blue Sky Application any material
fact required to be stated therein or necessary to make the statements therein
not misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning such International
Manager furnished to the Company through the Lead Managers by or on behalf of
that International Manager specifically for inclusion therein, and shall
reimburse the Company and any such director, officer or controlling person for
any legal or other expenses reasonably incurred by the Company or any such
director, officer or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. The foregoing indemnity agreement is in
addition to any liability which any International Manager may otherwise have to
the Company or any such director, officer, employee or controlling person.

          (c)  Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified 

                                       24

 
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof; provided, however, that the Lead Managers shall have
the right to employ counsel to represent jointly the Lead Managers and those
other International Managers and their respective officers, employees and
controlling persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the International Managers against
the Company under this Section 8 if, in the reasonable judgment of the Lead
Managers, it is advisable for the Lead Managers and those International
Managers, officers, employees and controlling persons to be jointly represented
by separate counsel, and in that event the fees and expenses of such separate
counsel shall be paid by the Company. No indemnifying party shall (i) without
the prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the consent of
the indemnifying party or if there be a final judgment of the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment to the extent provided in this Section 8.

          (d)  If the indemnification provided for in this Section 8 shall for
any reason be unavailable to or insufficient (other than by reason of the
exceptions provided therein) to hold harmless an indemnified party under Section
8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action
in respect thereof, referred to therein, then each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company on the one
hand and the International Managers on the other from the offering of the Stock
or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the International Managers on the other with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the International Managers on the other with respect to such
offering shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Stock purchased under this Agreement (before deducting
expenses) received by the Company, on the one hand, and the total underwriting
discounts and commissions received by the International Managers with respect to
the shares of the Stock purchased under this Agreement, on the other hand, bear
to the total gross proceeds from the offering of the shares of the Stock under
this Agreement, in each case as set 

                                       25

 
forth in the table on the cover page of the Prospectus. The relative fault shall
be determined by reference to whether the untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the International Managers, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the International Managers agree that it would not be just and equitable if
contributions pursuant to this Section 8 were to be determined by pro rata
allocation (even if the International Managers were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section 8
shall be deemed to include, for purposes of this Section 8(d), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8(d), no International Manager shall be required to
contribute any amount in excess of the amount by which the total price at which
the Stock underwritten by it and distributed to the public was offered to the
public exceeds the amount of any damages which such International Manager has
otherwise paid or become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The International Managers' obligations to
contribute as provided in this Section 8(d) are several in proportion to their
respective underwriting obligations and not joint.

          (e)  The International Managers severally confirm and the Company
acknowledges that  (i) the last paragraph on the cover page of the Prospectus,
(ii) the stabilization legend at the top of page i of the Prospectus and (iii)
the fourth, ninth, tenth, eleventh, and twenty-second paragraphs and the first
sentence of the thirteenth paragraph under the caption "Underwriting" in the
Prospectus constitute the only information concerning such International
Managers furnished in writing to the Company by or on behalf of the
International Managers specifically for inclusion in the Registration Statement
and the Prospectus.

          9.  Defaulting International Managers.

          If, on the Delivery Date, any International Manager defaults in the
performance of its obligations under this Agreement, the remaining non-
defaulting International Managers shall be obligated to purchase the
International Stock which the defaulting International Manager agreed but failed
to purchase on the Delivery Date in the respective proportions which the number
of shares of International Stock set opposite the name of each remaining non-
defaulting International Manager in Schedule 1 hereto bears to the total number
of shares of the International Stock set opposite the names of all the remaining
non-defaulting International Managers in Schedule 1 hereto; provided, however,
that the remaining non-defaulting International Managers shall not be obligated
to purchase any of the Stock on the Delivery Date if the total number of shares
of the Stock which the defaulting International Manager or International
Managers agreed but failed to purchase on such date exceeds 9.9% of the total

                                       26

 
number of shares of the Stock to be purchased on the Delivery Date, and any
remaining non-defaulting International Manager shall not be obligated to
purchase more than 110% of the number of shares of the Stock which it agreed to
purchase on the Delivery Date pursuant to the terms of Section 2.  If the
foregoing maximums are exceeded, the remaining non-defaulting International
Managers, or those other underwriters satisfactory to the Lead Managers who so
agree, shall have the right, but shall not be obligated, to purchase, in such
proportion as may be agreed upon among them, all the Stock to be purchased on
the Delivery Date.  If the remaining International Managers or other
underwriters satisfactory to the Lead Managers do not elect to purchase the
shares which the defaulting International Manager or International Managers
agreed but failed to purchase on the Delivery Date, this Agreement shall
terminate without liability on the part of any non-defaulting International
Manager or the Company, except that the Company will continue to be liable for
the payment of expenses to the extent set forth in Sections 6 and 11.  As used
in this Agreement, the term "International Manager" includes, for all purposes
of this Agreement unless the context requires otherwise, any party not listed in
Schedule 1 hereto who, pursuant to this Section 9, purchases International Stock
which a defaulting International Manager agreed but failed to purchase.

          Nothing contained herein shall relieve a defaulting International
Manager of any liability it may have to the Company for damages caused by its
default.  If other International Managers are obligated or agree to purchase the
Stock of a defaulting or withdrawing International Manager, either the Lead
Managers or the Company may postpone the Delivery Date for up to seven full
business days in order to effect any changes that, in the opinion of
counsel for the Company or counsel for the International Managers, may be
necessary in the Registration Statement, the Prospectus or in any other document
or arrangement.

          10.  Termination.  The obligations of the International Managers
hereunder may be terminated by the Lead Managers by notice given to and received
by the Company prior to delivery of and payment for International Stock if,
prior to that time, any of the events described in Sections 7(l), 7(m) or 7(n)
shall have occurred or if the International Managers shall decline to purchase
the Stock for any reason permitted under this Agreement.

          11.  Reimbursement of International Managers' Expenses.  If the
Company shall fail to tender the Stock for delivery to the International
Managers by reason of any failure, refusal or inability on the part of the
Company to perform any agreement on its part to be performed, or because any
other condition of the International Managers' obligations hereunder required to
be fulfilled by the Company is not fulfilled, the Company will reimburse the
International Managers for all reasonable out-of-pocket expenses (including fees
and disbursements of counsel) incurred by the International Managers in
connection with this Agreement and the proposed purchase of the International
Stock, and upon demand the Company shall pay the full amount thereof to the Lead
Managers. The Company shall have no liability to any of the International
Mangers for damages on account of loss of anticipated profits form the proposed
sale by them of the International Stock.

                                       27

 
          12.  Notices, etc.  All statements, requests, notices and agreements
hereunder shall be in writing, and:

               (a)  if to the International Managers, shall be delivered or sent
          by mail, telex or facsimile transmission to Lehman Brothers
          International (Europe), c/o Lehman Brothers Inc., Three World
          Financial Center, New York, New York 10285, Attention:  Syndicate
          Department (Fax:  212-526-6588), with a copy, in the case of any
          notice pursuant to Section 8(c), to the Director of Litigation, Office
          of the General Counsel, Lehman Brothers International (Europe), c/o
          Lehman Brothers Inc., Three World Financial Center, 10th Floor, New
          York, NY 10285;

               (b)  if to the Company, shall be delivered or sent by mail, telex
          or facsimile transmission to the address of the Company set forth in
          the Registration Statement, Attention: Charles C. Green, III, (Fax:
          (713) 570-3150), with a copy to Cravath, Swaine & Moore, Worldwide
          Plaza, 825 Eighth Avenue, New York, New York 10019, Attention: Stephen
          L. Burns (Fax: (212) 474-3700);

provided, however, that any notice to an International Manager pursuant to
Section 8(c) shall be delivered or sent by mail, telex or facsimile transmission
to such International Manager at its address set forth in its acceptance telex
to the Lead Managers, which address will be supplied to any other party hereto
by the Lead Managers upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company shall
be entitled to act and rely upon any request, consent, notice or agreement given
or made on behalf of the International Managers by Lehman Brothers International
(Europe), Credit Suisse First Boston (Europe), Limited, Goldman Sachs
International and Smith Barney Inc.

          13.  Persons Entitled to Benefit of Agreement.  This Agreement shall
inure to the benefit of and be binding upon the International Managers and the
Company and their respective personal representatives and successors. This
Agreement and the terms and provisions hereof are for the sole benefit of only
those persons, except that (A) the representations, warranties, indemnities and
agreements of the Company contained in this Agreement shall also be deemed to be
for the benefit of the person or persons, if any, who control any International
Manager within the meaning of Section 15 of the Securities Act and for the
benefit of each International Manager (and controlling persons thereof) who
offers or sells any shares of Common Stock in accordance with the terms of the
Agreement Between U.S. Underwriters and International Managers and (B) the
indemnity agreement of the International Managers contained in Section 8(b) of
this Agreement shall be deemed to be for the benefit of directors of the
Company, officers of the Company who have signed the Registration Statement and
any person controlling the Company within the meaning of Section 15 of the
Securities Act. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 13, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision contained herein.

                                       28

 
          14.  Survival.  The respective indemnities, representations,
warranties and agreements of the Company and the International Managers
contained in this Agreement or made by or on behalf on them, respectively,
pursuant to this Agreement, shall survive the delivery of and payment for the
Stock and shall remain in full force and effect, regardless of any investigation
made by or on behalf of any of them or any person controlling any of them.

          15.  Definition of the Terms "Business Day" and "Subsidiary". For
purposes of this Agreement, (a) "business day" means any day on which the New
York Stock Exchange, Inc. is open for trading and (b) "subsidiary" has the
meaning set forth in Rule 405 of the Rules and Regulations.

          16.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS
RELATING TO CONFLICTS OF LAW.

          17.  Counterparts.  This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

          18.  Headings.  The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

          If the foregoing correctly sets forth the agreement among the Company,
the Significant Subsidiaries and the International Managers, please indicate
your acceptance in the space provided for that purpose below.

                                       29

 
                              Very truly yours,

                              Crown Castle International Corp.

                              By: ________________________________
                                  Name:
                                  Title:

                                       30

 
Lehman Brothers International (Europe)
Credit Suisse First Boston (Europe) Limited
Goldman Sachs International
Smith Barney Inc.

For themselves and as Lead Managers
of the several International Managers named
in Schedule 1 hereto


     By Lehman Brothers International (Europe)

     By: _________________________________
         Name:
         Title:

                                       31

 
                                  SCHEDULE 1

                                                                      Number of 
International Managers                                                 Shares   
- ----------------------                                              ------------

Lehman Brothers International (Europe).............................
Credit Suisse First Boston (Europe) Limited........................
Goldman Sachs International........................................
Smith Barney Inc...................................................
                                                                      ---------

  Total............................................................   6,250,000
                                                                      =========

                                       32

 
                                                            Exhibit A
                                                            ---------


                               LOCK-UP AGREEMENT

                                August __, 1998

Crown Castle International Corp.
510 Bering Drive
Suite 500
Houston, Texas  77057

Lehman Brothers Inc.
Credit Suisse First Boston Corporation
Goldman, Sachs & Co.
Smith Barney Inc.
 As Representatives of the
 several U.S. Underwriters
  c/o Lehman Brothers Inc.
  Three World Financial Center
  New York, New York  10285

Lehman Brothers International (Europe)
Credit Suisse First Boston (Europe) Limited
Goldman, Sachs International
Smith Barney Inc.
 As Representatives of the several
 International Managers
 c/o Lehman Brothers Inc.
 Three World Financial Center
 New York, New York  10285

Ladies and Gentlemen:

          The undersigned understands that Lehman Brothers Inc., Credit Suisse
First Boston Corporation, Goldman, Sachs & Co., and Smith Barney Inc., as the
U.S. representatives of the several U.S. underwriters and Lehman Brothers
International (Europe), Credit Suisse First Boston (Europe) Limited, Goldman
Sachs International and Smith Barney Inc., as the lead managers, (together with
the U.S. representatives, the "Representatives") of the several International
Managers (together with the U.S. underwriters, the "Underwriters"), propose to
enter into a U.S. underwriting agreement (the "U.S. Underwriting Agreement") and
an international underwriting agreement (the "International Underwriting
Agreement"), respectively, with Crown Castle International Corp. (the "Company")
and the other Selling Stockholders named therein, providing for the public
offering by the Underwriters, including the Representatives, of Common Stock,
par value $.01 per share (the "Common Stock"), of the 

                                       1

 
Company (the "Public Offering"). Capitalized terms not defined herein shall have
the meaning given them in the U.S. Underwriting Agreement.

          In consideration of the Underwriters' agreement to purchase and
undertake the Public Offering of the Common Stock of the Company and the Crown
Selling Stockholders and for other good and valuable consideration, receipt of
which is hereby acknowledged, the undersigned agrees that, without the prior
written consent of Lehman Brothers Inc., he, she or it will not, during the
period commencing on the date hereof and ending 180 days after the date of the
Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of the Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or any right to acquire Common
Stock, or (ii) enter into any swap or similar agreement that transfers, in whole
or in part, the economic risk of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise.  The foregoing
provisions shall not apply to:  (a) the exercise of options or warrants, (b) the
sale of shares of Common Stock to the Underwriters in connection with the Public
Offering pursuant to the provisions of the U.S. Underwriting Agreement and the
International Underwriting Agreement, as applicable, (c) if the undersigned is
an individual and is an employee of the Company as of the date of the Prospectus
(other than any Crown Selling Stockholder or Executive Selling Stockholder), the
sale of up to 12% of the shares of Common Stock in the aggregate beneficially
owned by the undersigned as of the date of the Prospectus in compliance with the
registration requirements of the Securities Act pursuant to a valid exemption
therefrom; provided that if the undersigned relies on the exception in clause
(b) above, then the aggregate number of shares that may be sold pursuant to this
clause (c) shall be reduced by the number of shares sold pursuant to clause (b)
above, or (d) transfers, without consideration, of the Common Stock or any
securities convertible into, or exercisable or exchangeable for, Common Stock
(1) if the undersigned is a natural person, to family members of the
undersigned, to one or more trusts established for the benefit of one or more
family members of the undersigned or to trusts established by the undersigned
for charitable purposes or (2) if the undersigned is not a natural person, to
affiliates, members, partners, shareholders or beneficiaries of the undersigned,
provided in each case that each transferee executes and delivers to Lehman
Brothers Inc. an agreement whereby such transferee agrees to be bound by all of
the foregoing terms and provisions.

          In addition, the undersigned agrees that the Company may (i) with
respect to any shares of Common Stock for which the undersigned is the record
holder, cause the transfer agent for the Company to note stop-transfer
instructions with respect to such shares of Common Stock consistent with the
foregoing paragraph on the transfer books and records of the Company and (ii)
with respect to any shares of Common Stock for which the undersigned is the
beneficial holder but not the record holder, cause the record holder of such
shares of Common Stock to cause the transfer agent for the Company to note stop-
transfer instructions with respect to such shares of Common Stock consistent
with the foregoing paragraph on the transfer books and records of the Company.

                                       2

 
          The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors, and assigns of the undersigned.

                                                  Very truly yours,

                                                  __________________________

__________________________
(Name - Please Type)

__________________________
__________________________
__________________________
(Address)

__________________________
(Social Security or Taxpayer Identification No.)


                                       3

 
                                                                       Exhibit B
                                                                       ---------

                  FORM OF OPINION FOR ENGLISH COUNSEL FOR CTI

                                       1

 
                                                                       Exhibit C
                                                                       ---------


                    CERTIFICATE OF CHIEF FINANCIAL OFFICER

          The undersigned, Charles C. Green, III, Chief Financial Officer of
Crown Castle International Corp., a Delaware corporation (the "Company"),
pursuant to Section 14(p) of that certain U.S. Underwriting Agreement, dated
August __, 1998 by and among the Company, the Crown Selling Stockholders named
therein, the Executive Selling Stockholders named therein, the Employee Selling
Stockholders named therein, the Sponsor Selling Stockholders named therein,
Lehman Brothers Inc., Credit Suisse First Boston Corporation, Goldman, Sachs &
Co. and Smith Barney Inc., and pursuant to Section 7(k) of that certain
International Underwriting Agreement, dated August __, 1998, by and among the
Company, Lehman Brothers International (Europe), Credit Suisse First Boston
(Europe) Limited, Goldman Sachs International and Smith Barney Inc., does hereby
certify on behalf of the Company with respect to the registration statement on
Form S-1 (File No. 333-57283) relating to the initial public offering of shares
of the Company's common stock, and the Prospectus contained therein dated as of
August __, 1998 and as filed with the U.S. Securities and Exchange Commission
pursuant to Rule 424(b) (the "Prospectus"), that:

          1.  All data for numbers of tower, rooftop and communication sites
(collectively, "Towers") owned, leased, managed, licensed, marketed, shared
pursuant to contract, or otherwise utilized by or under the management of the
Company and each of its subsidiaries (collectively, "CCIC") or Castle
Transmission Services (Holdings) Ltd and its subsidiaries (collectively, "CTSH"
and, together with CCIC, the "Businesses"), as presented in the Prospectus,
including but not limited to such data presented under the captions identified
on Schedule I hereto (such data, whether presented in tabular or text format,
the "Tower Data"), have been prepared by officers of the Businesses, including
the Chief Financial Officer of the Company (such officers, the "Responsible
Officers").

          2.  All data for numbers of transmitters owned, leased, managed,
licensed, marketed, shared pursuant to contract, or otherwise utilized by or
under the management of the Businesses, as presented in the Prospectus,
including but not limited to such data presented under the captions identified
on Schedule I hereto (such statements, the "Transmitter Data"), have been
prepared by the Responsible Officers.

          3.  All financial data for the revenue derived from or related to
Tower Data and Transmitter Data, as presented in the Prospectus, including but
not limited to such data presented under the captions identified on Schedule I
hereto (such statements, the "Tower Revenue Statements") have been prepared by
the Responsible Officers.

          4.  The statements regarding percentage of population coverage of
analog television transmitters owned and managed by the Company, as presented in
the Prospectus under the captions identified on Schedule I hereto (such
statements, the "Population Coverage Statements") have been prepared by the
Responsible Officers.

          5.  In collecting and preparing the Tower Data and the Transmitter
Data, the undersigned (i) participated in meetings and conversations with the
Responsible Officers and 

                                       1

 
such officers of subsidiaries of the Company and CTSH responsible for the
management and evaluation of the areas of the Company's operations described in
the Prospectus (the "Subsidiary Officers") and (ii) examined the books and
records of the Company (including its subsidiaries), together with such
schedules prepared by the Responsible Officers and the Subsidiary Officers.

          6.  The Tower Data and Transmitter Data is compiled by the Subsidiary
Officers and Responsible Officers in a database managed by computer software
sufficiently capable of maintaining and manipulating such data.

          7.  The Tower Data and Transmitter Data is collected in the database
pursuant to established procedures for tracking the number of Towers owned,
leased, managed, licensed, marketed, shared pursuant to contract, or otherwise
utilized by or under the management of the Company, indicating (i) which
corporate entity of the Businesses exercises control over such Tower or
installed transmitter, (ii) the geographic location of such Tower or installed
transmitter and (iii) in the case of communications sites, the number of towers
located at such site and the status of such site (e.g., site identification,
acquisition, development, construction, commissioning or operational), and such
procedures include:

              (a) in the case of Tower ownership, (1) each tower constructed by
     the Businesses is entered into the database at the time of commissioning of
     such tower and (2) each tower acquired by the Businesses, whether
     individually or in connection with the acquisition of a business that owns
     such tower, is entered into the database at the time of acquisition, and if
     any owned tower is sold to a third party not part of the Businesses, such
     tower is removed from the database at the time of such sale;

              (b) in the case of Tower leasing or licensing, each tower,
     rooftop or communications site leased or licensed to the Businesses is
     entered into the database at the time the lease is executed or the license
     is granted, and removed from the database at the time the lease is
     terminated or license is revoked or terminated; and

              (c) in the case of Tower management, marketing, sharing pursuant
     to contract or other utilization, each Tower managed, marketed, shared or
     utilized by the Businesses is entered into the database at the time the
     contract relating to such tower is executed and is removed from the
     database at the time the contract is terminated.

          8.  In preparing the Tower Revenue Statements, the undersigned (i)
participated in meetings and conversations with the Responsible Officers and the
Subsidiary Officers and (ii) examined the books and records of the Company
(including its subsidiaries), together with such schedules prepared by the
Responsible Officers and the Subsidiary Officers.

          9.  The Tower Revenue Statements were prepared by the Subsidiary
Officers and Responsible Officers based on the Tower Data and the Transmitter
Data and the Company's consolidated financial statements and the financial
statements of the subsidiaries of the Company.  The preparation of the Tower
Revenue Statements included:

                                       2

 
               (a) in the case of owned towers, each Tower Revenue Statement
     states the actual gross revenue paid to the Company by all tenants and
     users of the relevant tower, rooftop or communication site during the
     period indicated (and unless specifically indicated otherwise in the
     Prospectus, all such Tower Revenue Statements measure actual gross revenue
     paid to the Company on a monthly basis); and

               (b) in the case of tower leasing, licensing, management or
     marketing, each Tower Revenue Statement states the actual net income to the
     Company paid by all tenants and users of the relevant tower, rooftop or
     communication site during the period indicated (and unless specifically
     indicated otherwise in the Prospectus, all such Tower Revenue Statements
     measure actual net income paid to the Company on a monthly basis).

          10.  The Businesses are implementing procedures that will enable the
Company's independent auditors to verify the Tower Data, the Transmitter Data
and the Tower Revenue Statements.

          11.  The Population Coverage Statements are based on propagation
characteristics of the geographic area surrounding the broadcast transmission
sites and the range capability of the typical transmitters installed by the
Businesses at such sites; and to the knowledge of the undersigned after
reasonable inquiry with the Responsible Officers and the Subsidiary Officers,
such Population Coverage Statements or comparable coverage data have not been
contradicted by the Director General of the U.K. Office of Telecommunications or
any other relevant regulatory agency.

          12.  The undersigned hereby represents and warrants that the Tower
Data, Transmission Data, the Tower Revenue Statements and the Population
Coverage Statements presented in the Prospectus are true and accurate.  The
undersigned hereby further represents and warrants that the procedures outlined
above were undertaken by the Responsible Officers and the Subsidiary Officers
and that the compilation of the data that comprise the Tower Data, Transmission
Data, the Tower Revenue Statements and the Population Coverage Statements was
performed by the Responsible Officers and Subsidiary Officers in good faith and
using such judgment and is typically used by them in the management and
evaluation of the Company's operations.

          IN WITNESS WHEREOF, the undersigned has hereunto signed his name on
behalf of the Company this __ day of  August, 1998.

                                         By:    ________________________________
                                         Name:  Charles C. Green, III   
                                         Title: Chief Financial Officer 

                                       3

 
                                  SCHEDULE I

          The Tower Data, Transmitter Data, Tower Revenue Statements and
Population Coverage Statements are principally located under the following
captions in the Prospectus:

 .    "Prospectus Summary--The Company"
 .    "Prospectus Summary--Background"
 .    "Prospectus Summary--Summary Unaudited Pro Forma Financial and Other Data"
     and the notes thereto 
 .    "Prospectus Summary--Summary Financial and Other Data of CCIC" and the
     notes thereto
 .    "Prospectus Summary--Summary Financial and Other Data of CTI" and the notes
     thereto
 .    "Risk Factors--Risks Associated with Construction and Acquisition of
     Towers"
 .    "Risk Factors--Reliance on Significant Agreements"
 .    "Selected Financial and Other Data of CCIC" and the notes thereto
 .    "Selected Financial and Other Data of Crown"
 .    "Selected Financial and Other Data of CTI"
 .    "Management's Discussion and Analysis of Financial Condition and Results of
     Operations--Results of Operations". "Management's Discussion and Analysis
     of Financial Condition and Results of Operations--Liquidity and Capital
     Resources"
 .    "Industry Background--Trends in the
     Wireless Communications and Broadcasting Industries"
 .    "Business"
 .    "Business--Background"
 .    "Business--U.S. Operations"
 .    "Business--U.K. Operations"



                                                                     Exhibit 4.6

                            INCORPORATED UNDER THE 
                         LAWS OF THE STATE OF DELAWARE
                                    [LOGO]
                       CROWN CASTLE INTERNATIONAL CORP.


NUMBER___________                                             ___________ SHARES
COMMON STOCK                                                  PAR VALUE $0.01
THIS CERTIFICATE IS TRANSFERABLE                              CUSIP 228 227 104
IN NEW YORK, NEW YORK AND                   SEE REVERSE FOR CERTAIN INSTRUCTION
RIDGEFIELD PARK, NJ


This certifies that _________________________________________________ 

is the owner of _____________________________________________________ 

          FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF 

CROWN CASTLE INTERNATIONAL CORP. transferable on the books of the Corporation by
the holder hereof in person or by attorney upon surrender of this Certificate 
properly endorsed. This Certificate is not valid until countersigned and 
registered by the Transfer Agent and Registrar.

     WITNESS the facsimile seal of the Corporation and the facsimile signatures 
of its duly authorized officers.

Dated:____________________           COUNTERSIGNED AND REGISTERED
                                       Chase Mellon Shareholder Services,L.L.C
                                         TRANSFER AGENT

__________________________       ________________      BY______________________
CHIEF EXECUTIVE OFFICER             SECRETARY              AUTHORIZED SIGNATURE

                               [CORPORATE SEAL]


 
                                    [LOGO]
                       CROWN CASTLE INTERNATIONAL CORP.

     The Corporation will furnish to any stockholder, upon request and without 
charge, a full statement of the powers, designations, preferences and relative, 
participating, optional or other special rights of each class of stock or series
thereof which the Corporation is authorized to issue and the qualifications, 
limitations or restrictions of such preferences and/or rights of each class of 
stock or series thereof. Any such release should be made to the Secretary of the
Corporation at its principal place of business or to the Transfer Agent and 
Registrar.

     The following abbreviation, when used in the inscription on the face of 
this certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:

                                           
TEN COM - as tenants in common               UNIF GIFT MIN ACT - _______ Custodian _______
                                                                 (Cust)            (Minor)

TEN ENT - as tenants by the entireties                           Under Uniform Gift. Minors
                                                                 Act ______________________
                                                                             (State)

JT TEN - as joint tenants with right of
         survivorship and not as tenants
         in common
 
 

               Additional abbreviations may also be used though not in the above
list. 
 
                                  ASSIGNMENT

     For Value Received, ______________________ hereby sell, assign and transfer
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________
       PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP
                               CODE, OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint _____________________________________________
Attorney to register the transfer of the said shares of Common Stock on the 
books of the within named Corporation, with full power of substitution in the 
premises.

Dated __________________________

                NOTICE                         X  ______________________________
                                                           (SIGNATURE)
        THE SIGNATURE(S) TO THIS
        ASSIGNMENT MUST CORRESPOND WITH        X  ______________________________
        THE NAME(S) AS WRITTEN UPON THE                    (SIGNATURE)
        FACE OF THE CERTIFICATE WITHOUT
        ALTERATION OR ANY CHANGE WHATEVER      
                                               THE SIGNATURE(S) MUST BE 
                                               GUARANTEED BY AN ELIGIBLE 
                                               GUARANTOR INSTITUTION (BANKS,
                                               STOCKBROKERS, SAVINGS AND LOAN
                                               ASSOCIATIONS AND CREDIT UNIONS 
                                               WITH MEMBERSHIP IN AN APPROVED 
                                               SIGNATURE GUARANTEE PROGRAM 
                                               PURSUANT TO S.E.C. RULE 17Ad-15.
                                               ---------------------------------
                                               SIGNATURE(S) GUARANTEED BY:



                                                                       EXHIBIT 5
 
                                [Letterhead of]

                            CRAVATH, SWAINE & MOORE
                               [NEW YORK OFFICE]



                                (212) 474-1000


                                                                 AUGUST 11, 1998


                        Crown Castle International Corp.
                        -------------------------------
                      Registration Statement on Form S-1
                      ----------------------------------
                         (Registration No. 333-57283)
                         ----------------------------

Ladies and Gentlemen:

          We have acted as counsel to Crown Castle International Corp., a 
Delaware corporation (the "Company"), in connection with the preparation of the 
registration statement on Form S-1 (Registration No. 333-57283) and the 
amendments thereto (the "Registration Statement") initially filed with the 
Securities and Exchange Commission (the "Commission) on June 19, 1998 for the 
registration under the Securities Act of 1933, as amended (the "Act"), of up to 
an aggregate of 35,937,500 shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), to be sold in a proposed public offering (the 
"Offering") (such shares being referred to herein as the "Shares"), all as set 
forth in the Registration Statement.

          In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including the following: (a) the Restated Certificate of Incorporation
of the Company (the "Restated Certificate"), (b) the Amended and Restated Bylaws
of the Company, (c) resolutions adopted by the Board of Directors of the Company
on June 2, 1998 June 12 1998, July 10, 1998 July 15, 1998 and July 24, 1998 in
connection with the authorization and issuance of the Common Stock being sold by
the Company and the sale of the Shares by the Company and the selling
stockholders and (d) an officer's certificate of the Company with respect to its
issued and outstanding shares of capital stock.

          Based upon the foregoing and in reliance thereon, and subject to (i) 
compliance with applicable state securities laws, (ii) receipt from the 
Securities and Exchange Commission of an order declaring the Registration 
Statement effective and (iii) the filing with the Secretary of State of the 
State of Delaware of the Restated Certificate, it is our opinion that the 
Shares, when issued, delivered and paid for pursuant to and in accordance with 
the Registration Statement (and pertinent exhibits thereto), will be validly 
issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Validity of Common Stock" in the Prospectus forming a part of said
Registration Statement. We further consent to the incorporation of this opinion
by reference as an exhibit to any related Rule 462(b) Registration Statement. In
giving these consents, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission.
                                                         Very truly yours,
                                                                                

                                                         Cravath, Swaine & Moore

Crown Castle International Corp.
  510 Bering Drive
    Suite 500
      Houston, TX 77057


 
                                                                   EXHIBIT 10.29

                    SEVERANCE AGREEMENT, dated __________, 1998 by and between
               Crown Castle International Corporation (the "Company") and
               __________ (the "Executive").

          This Agreement sets forth the terms and conditions of contingent
severance arrangements between Crown Castle International Corporation and the
Executive and cancels and supersedes all other severance-related agreements
between the parties.  This Agreement shall be effective on, and not effective
until, an initial public offering of the stock of the Company.


I.   DEFINITIONS

          For all purposes hereof, the following defined terms have the meanings
set forth below:

     1.1  "Accrued Obligations" means all (i) accrued but unpaid Base Salary to
           -------------------                                                 
the Executive's Date of Termination, (ii) any earned but unpaid bonus, and (iii)
any benefits for which the Executive is eligible under the terms of any benefit
plan or arrangement of the Company or its subsidiaries.

     1.2  "Annual Bonus" means the highest annual bonus payable to the Executive
           ------------                                                         
for service during the Term, excluding any special or one-time bonus payments.

     1.3  "Base Salary" means the greater of (i) the Executive's annual base
           -----------                                                      
salary as of the date of his Qualifying Termination (without taking into account
any reductions that constitute Good Reason) or (ii) if applicable, the
Executive's annual base salary in effect on the date of a Change in Control.

     1.4  "Cause" means (i) the Executive's conviction of, or plea of guilty or
           -----                                                               
nolo contendere to, any criminal violation involving dishonesty, fraud or breach
- ---- ----------                                                                 
of trust, or any felony which materially adversely affects the Company or (ii)
willful engagement by the Executive in gross misconduct in the performance of
duties owed the Company that materially adversely affects the Company.

     1.5  "Change in Control" has the meaning set forth on Schedule 1 hereto.
           -----------------                                                 

     1.6  "Change in Control Period" means the period beginning on the date of a
           ------------------------                                             
Change in Control and ending on the second anniversary of that Change in
Control.

 
                                                                               2

     1.7  "Company" means Crown Castle International Corporation and any
           -------                                                      
successors thereto.
 
     1.8  "Date of Termination" means the effective date of the termination of
           --------------------                                               
the Executive's employment with the Company and its subsidiaries as set forth in
the Notice of Termination.

     1.9  "Disability" means the Executive's inability to perform the primary
           ----------                                                        
duties of his position for at least 180 consecutive days due to a physical or
mental impairment.

     1.10 "Good Reason" means (i) the assignment to the Executive of any duties
           -----------                                                         
materially inconsistent with the Executive's position, authority, duties or
responsibilities as of the date hereof or as of the date immediately preceding a
Change in Control, if applicable, or any other action by the Company that
results in a material diminution in such position, authority, duties or
responsibilities; (ii) a decrease in the Executive's Base Salary or annual or
long term bonus opportunity; (iii) a material reduction in any material benefits
or other compensation provided to the Executive; or (iv) the Company's requiring
the Executive to be based at any office or location outside the Houston
metropolitan area; (iv) the Company's material failure to comply with its
obligations under this Agreement; or (v) the Company giving Notice (as defined
in Section 2.1(i)).  For purposes of any determination regarding the existence
of Good Reason during the Change in Control Period, any good faith determination
by the Executive that Good Reason exists shall be presumed to be correct unless
the Company establishes by clear and convincing evidence that Good Reason does
not exist.

     1.11 "Non-Qualifying Termination" means any termination of the Executive's
           --------------------------                                          
employment with the Company and its subsidiaries other than a Qualifying
Termination.

     1.12 "Notice of Termination" means a written notice of the termination of
           ---------------------                                              
the Executive's employment that (i) indicates the specific termination provision
in this Agreement relied upon, (ii) sets forth in reasonable detail, if
applicable, the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the Date of Termination is other than the date of receipt of such
notice, specifies the termination date.  The failure by

 
                                                                               3

the Executive to set forth in the Notice of Termination any fact or circumstance
that contributes to a showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing the Executive's rights hereunder.

     1.13 "Qualifying Termination" means (i) the Company's termination of the
           ----------------------                                            
Executive's employment with the Company for any reason other than for Cause or
Disability or (ii) the Executive's termination of employment with the Company
within 60 days of the occurrence of an event that constitutes Good Reason.  A
transfer of the Executive to any subsidiary of the Company or the Executive's
death shall not be considered a termination of employment hereunder.


II.  TERM AND POSITION

     2.1  Term. This Agreement is effective as of August __, 1998 ("Commencement
          ----                                                                  
Date") and terminates on the fifth anniversary of the Commencement Date (the
"Term"); provided that, (i) beginning on the fifth anniversary of the
         -------- ----                                               
Commencement Date and each anniversary thereafter (each, an "Anniversary Date")
the term shall be extended by twelve months unless either party provides notice
(the "Notice") at least 60 days before any such Anniversary Date of their intent
to terminate this Agreement as of such Anniversary Date, (ii) except as provided
in (iii), below, the Term will automatically expire on the Executive's 65th
birthday without the necessity of any notice from the Executive or the Company
and (iii) notwithstanding (ii), above, if a Change in Control occurs during the
Term, this Agreement shall not expire until the later of (a) the expiration of
the Term or (b) the end of the Change in Control Period.

     2.2  Position.  During the Term, the Executive shall serve as the
          --------                                                    
______________.


III. TERMINATION OF EMPLOYMENT

     3.1  Termination by the Executive.
          ---------------------------- 

          (a) Termination for Good Reason.  The Executive may terminate his
              ---------------------------                                  
employment during the Term for Good Reason by delivering a Notice of Termination
to the Company in accordance with Section 5.6 within 60 days of the occurrence

 
                                                                               4

of the event purported to constitute "Good Reason" hereunder.  With respect to
any termination for Good Reason during the Change in Control Period, any good
faith determination of "Good Reason" made by the Executive shall be conclusive.

          (b) Termination Without Good Reason.  The Executive may terminate his
              -------------------------------                                  
employment during the Term without Good Reason by delivering a Notice of
Termination to the Company in accordance with Section 5.6 at least 15 days prior
to the effective date of such termination.

     3.2  Termination by the Company.
          -------------------------- 

          (a) Termination for Cause.  The Company may terminate the Executive's
              ---------------------                                            
employment during the Term for Cause by delivering to the Executive in
accordance with Section 5.6 a Notice of Termination and a copy of a resolution,
duly adopted by the affirmative vote of not less than a majority of the entire
membership of the Board of Directors of the Company (the "Board"), including at
least 66 2/3% of those members of the Board who are not employees of the Company
at a meeting of the Board called and held for the purpose (after reasonable
notice to the Executive and an opportunity for him, together with counsel, to be
heard before the Board), finding that in the good faith opinion of the Board,
the Executive was guilty of conduct specified in the definition of "Cause".

          (b) Termination Without Cause.   The Company may terminate the
              -------------------------                                 
Executive's employment during the Term without Cause by delivering a Notice of
Termination to the Executive in accordance with Section 5.5.

     3.3  Death or Disability.  The Executive's employment shall terminate
          -------------------                                             
automatically upon the Executive's death during the Term.  If the Company
determines in good faith that the Disability of the Executive has occurred
during the Terms, it may give to the Executive a Notice of Termination in
accordance with Section 5.5 of this Agreement.  In such event, the Executive's
employment shall terminate effective on the 30th day after receipt of such
notice, provided that within the 30 days after such receipt, the Executive shall
        -------- ----                                                           
not have returned to full-time performance of the Executive's duties.

 
                                                                               5

IV.  BENEFITS UPON TERMINATION

     4.1  Qualifying Termination Not Within the Change in Control Period.  If,
          --------------------------------------------------------------      
during the Term, the Executive's employment with the Company and its
subsidiaries is terminated in a Qualifying Termination and such termination does
not occur during a Change in Control Period:

          (a) the Company shall pay to the Executive in a cash lump sum within
30 days after the Date of Termination, the sum of (i) all Accrued Obligations
and (ii) the product of two and the sum of the Executive's Base Salary and
Annual Bonus;

          (b) for two years following the Date of Termination, or such longer
period as any plan, program, practice or policy may provide, the Company shall
continue medical, dental, vision, and death benefits to the Executive and/or the
Executive's family at a level at least equal to those that would have been
provided if the Executive's employment had not been terminated under the plans,
practices, programs or policies of the Company applicable to the Executive as of
his Date of Termination; and

          (c) all options to acquire stock of the Company and all restricted
stock awards held by the Executive shall become immediately vested and such
options shall become immediately exercisable and shall remain exercisable until
the earlier of (i) the date specified in the applicable option agreement between
the Executive and the Company or (ii) the normal expiration date of any such
option.

     4.2  Qualifying Termination During the Change in Control Period. If, during
          ----------------------------------------------------------            
the Term, the Executive's employment with the Company and its subsidiaries is
terminated in a Qualifying Termination and such termination occurs during a
Change in Control Period:

          (a) the Company shall pay to the Executive in a cash lump sum within
30 days after the Date of Termination, the sum of (i) all Accrued Obligations
and (ii) the product of three and the sum of the Executive's Base Salary and
Annual Bonus;

          (b) for three years following the Date of Termination, or such longer
period as any plan, program, practice or policy may provide, the Company shall
continue

 
                                                                               6

medical, dental, vision, and death benefits to the Executive and/or the
Executive's family at a level at least equal to those that would have been
provided if the Executive's employment had not been terminated under the plans,
practices, programs or policies of the Company applicable to the Executive as of
his Date of Termination; and

          (c) all options to acquire stock of the Company and all restricted
stock awards held by the Executive shall become immediately vested and such
options shall become immediately exercisable and shall remain exercisable until
the earlier of (i) the date specified in the applicable option agreement between
the Executive and the Company or (ii) the normal expiration date of any such
option.

          Any provision in this Agreement to the contrary notwithstanding, if a
Change in Control occurs and if the Executive's employment with the Company is
terminated prior to the date on which the Change in Control occurs, and if it is
reasonably demonstrated by the Executive that such termination of employment (x)
was at the request of a third party who had taken steps reasonably calculated to
effect the Change in Control or (y) otherwise arose in connection with or
anticipation of the Change in Control, then for all purposes of this Agreement
the termination of the Executive's employment shall be deemed to have occurred
during a Change in Control Period.

          4.3  Non-Qualifying Termination.  If the Executive's employment with
               --------------------------                                     
the Company and its subsidiaries is terminated in a Non-Qualifying Termination,
this Agreement shall terminate without further obligations to the Executive
other than the Accrued Obligations.

          4.4  Excise Tax Payments.
               ------------------- 

          (a) Notwithstanding anything in the Agreement to the contrary, in the
event of the determination (as hereinafter provided) that any required payment
by the Company to or for benefit of the Executive (whether paid or payable
pursuant to the terms of the Agreement or otherwise (individually and
collectively, "Payment")) would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any
successor provision thereto (the "Excise Tax"), the Executive shall be entitled
to receive an additional payment or payments (individually or collectively, "Tax
Assistance

 
                                                                               7

Payment"), which shall include an amount such that, after the Executive pays (1)
all taxes (including any interest or penalties imposed with respect to such
taxes) and (2) any Excise Tax (including interest and penalties with respect
thereto) imposed upon the Tax Assistance Payment, the Executive retains so much
of the Tax Assistance Payment as is equal to the Excise Tax (including interest
and penalties with respect thereto) imposed on the Payment.

          (b) Subject to the provisions hereinafter concerning the provision of
notice of a claim by the Internal Revenue Service, all determinations required
to be made under these provisions, including whether an Excise Tax is payable by
the Executive, the amount of such Excise Tax and whether the Company is required
to pay the Executive a Tax Assistance Payment and the amount of such Tax
Assistance Payment, if any, shall be made by the Company's independent
accountants or such other nationally recognized accounting firm retained by the
Company and reasonably acceptable to the Executive ("Accounting Firm").  The
Company shall direct the Accounting Firm to submit its determination and
detailed supporting calculations to both the Executive and the Company within
thirty (30) days after the payment or provision of any benefit that could give
rise to an Excise Tax and any such other time or times as the Executive or the
Company may request.  If the Accounting Firm determines that any Excise Tax is
payable by the Executive, the Company shall pay the required Tax Assistance
Payment to the Executive within ten (10) business days after the Company
receives such determination and calculations with respect to any Payment to the
Executive.

          (c) Any federal tax returns the Executive files shall be prepared and
filed on a basis consistent with the determination of the Accounting Firm with
respect to the Excise Tax payable by the Executive.  If the Accounting Firm
determines that the Executive is required to pay no Excise Tax, it shall (at the
same time it makes such determination) furnish the Executive and the Company an
opinion that the Executive has substantial authority not to report any Excise
Tax on the Executive's federal income tax return.  However, in view of the
uncertainty concerning application of Section 4999 of the Code (or any successor
provision thereto) at the time of any determination made hereunder by the
Accounting Firm, it is possible that a Tax Assistance Payment that should have
been made by the Company will not have been made ("Underpayment"), consistent
with the calculations required

 
                                                                               8

to be made hereunder.  In the event the Company exhausts or fails to pursue its
remedies pursuant to the provisions concerning notice of a claim by the Internal
Revenue Service, and the Executive thereafter is required to make a payment of
any Excise Tax, the Executive shall direct the Accounting Firm to determine the
amount of the Underpayment and to submit its determination and detailed
supporting calculations as promptly as possible both to the Executive and to the
Company, which shall pay the amount of such Underpayment to the Executive or for
the Executive's benefit within ten (10) business days following the Company's
receipt of such determination and calculations.

          (d) Each of the Executive and the Company shall provide the Accounting
Firm access to and copies of any books, records and documents in the Executive's
or its possession, as the case may be, reasonably requested by the Accounting
Firm, and shall otherwise cooperate with the Accounting Firm in connection with
the preparation and issuance of the determination and calculations required or
contemplated hereunder.

          (e) The Company shall bear the fees and expenses of the Accounting
Firm for services hereunder.  If, for any reason, the Executive initially pays
such fees and expenses, the Company shall reimburse the Executive the full
amount of the same within ten (10) business days following receipt from the
Executive of a statement and reasonable evidence of the Executive's payment
thereof.

          (f) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the Company to
pay a Tax Assistance Payment.  The Executive shall give such notification as
promptly as practicable, but in no event later than the tenth (10th) business
day next following the Executive's receipt of such claim, and the Executive
further shall apprise the Company of the nature of such claim and the date on
which it is required to be paid (in each case, to the extent known to the
Executive).  The Executive shall not pay or otherwise satisfy such claim prior
to the earlier of (a) the expiration of the thirty (30)-calendar-day period next
following the date on which the Executive gives notice to the Company or (b) the
date any payment of the amount with respect to such claim is due.  If the
Company notifies the Executive in writing prior to the expiration of such

 
                                                                               9

period that it desires to contest such claim, the Executive shall:

          (i)   provide the Company any written records or documents in the
Executive's possession relating to such claim and reasonably requested by the
Company;

          (ii)  take such action in connection with contesting such claim as the
Company reasonably shall request in writing from time to time, including without
limitation accepting legal representation with respect to such claim by an
attorney competent in respect of the subject matter and reasonably selected by
the Company;

          (iii) cooperate with the Company in good faith in order effectively to
contest such claim; and

          (iv)  permit the Company to participate in any proceedings relating to
such claim, provided, however, that the Company directly shall bear and pay all
costs and expenses (including without limitation, interest and penalties)
incurred in connection with such contest and shall indemnify the Executive and
hold the Executive harmless, on an after-tax basis, from and against any and all
Excise Tax or income tax (including without limitation, interest and penalties
with respect thereto), imposed as a result of such claim and payment of costs
and expenses. Without limiting the foregoing, the Company shall control all
proceedings taken in connection with the contest of any claim contemplated by
these provisions and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim (provided, however, that the Executive may
participate therein at the Executive's own cost and expense) and may, at its
option, either direct the Executive to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs the
Executive to pay the tax claimed and to sue for a refund, the Company shall
advance the amount of such payment to the Executive, and pay on a current basis
all costs of litigation, including without limitation attorneys' fees, on an
interest-free basis and shall agree to and shall indemnify the Executive and
hold the Executive

 
                                                                              10

harmless, on an after-tax basis, from any Excise Tax or income tax, including
without limitation, interest and penalties with respect thereto, imposed with
respect to such advance; and provided further, however, that any extension of
the statute of limitations relating to payment of taxes for the Executive's
taxable year with respect to which the contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company's control of
any such contested claim shall be limited to issues with respect to which a Tax
Assistance Payment would be payable hereunder, and the Executive shall be
entitled to settle or to contest, as the case may be, any other issue(s) raised
by the Internal Revenue Service or any other taxing authority.

          (g) If, after the Executive receives an amount advanced by the Company
pursuant to provisions of the last full paragraph, the Executive receives any
refund with respect to such claim, the Executive shall (subject to the Company's
complying with any applicable provisions of the same paragraph) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after any taxes applicable thereto).  If, after the Executive
receives such an amount advanced by the Company, a determination is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to expiration of thirty (30) calendar days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid, and the amount of such advance shall offset, to the
extent thereof, the amount of the Tax Assistance Payment the Company is required
to pay the Executive hereunder.
 
V.   MISCELLANEOUS PROVISIONS

     5.1  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or
          -------------------------                                             
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices, provided by the
Company or any of its affiliated companies and for which the Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as the
Executive may have under any other agreements with the Company or any of its
affiliated companies; provided that, by executing this Agreement, the Executive
                      -------- ----                                            
acknowledges his ineligibility for, and waives any other right he may have to
receive, any other severance or termination benefits provided by the Company or

 
                                                                              11

its subsidiaries.  Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan, policy, practice or program of the
Company or any of its affiliated companies (other than any severance plan or
program) at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program except as explicitly
modified by this Agreement.

     5.2  Other.  The Company's obligation to make the payments provided for in
          -----                                                                
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against the Executive or others.  In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement.  The Company agrees to pay, from time
to time promptly upon invoice, to the full extent permitted by law, all legal
fees and expenses which the Executive may reasonably incur as a result of any
contest or controversy (regardless of the outcome thereof and whether or not
litigation is involved) by the Company, the Executive or others of the validity
or enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof.
 
     5.3  Confidential Information.
          ------------------------ 

     (a) During the Term and thereafter, the Executive shall not, without the
written consent of the Chief Executive Officer of the Company, disclose to any
person, other than an employee of the Company or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance by the
Executive of his duties as an executive of the Company, any material
confidential information obtained by him while in the employ of the Company or
its subsidiaries with respect to any of the products, improvements, formulas,
designs or styles, processes, customers, methods of distribution or methods of
manufacture of the Company or its subsidiaries, the disclosure of which he knows
will be materially damaging to the Company; provided, however, that confidential
                                            --------  -------                   
information shall not include any information known generally to the public
(other than as a result of unauthorized disclosure by the Executive) or any
information of a type not otherwise considered confidential by persons

 
                                                                              12

engaged in the same business or a business similar to that conducted by the
Company.

     (b) Any and all inventions made, developed or created by the Executive
(whether at the request or suggestion of the Company or otherwise, whether alone
or in conjunction with others, and whether during regular hours of work or
otherwise) during the period of his employment by the Company or its
subsidiaries, which may be directly or indirectly useful in, or relate to, the
business of or tests being carried out by the Company or any of its subsidiaries
or affiliates, will be promptly and fully disclosed by the Executive to an
appropriate executive officer of the Company and shall be the Company's
exclusive property as against the Executive, and the Executive will promptly
deliver to an appropriate executive officer of the Company all papers, drawings,
models, data and other material relating to any invention made, developed or
created by him as aforesaid.

     (c) The Executive will, upon the Company's request and without any payment
therefor, execute any documents necessary or advisable in the opinion of the
Company's counsel to direct issuance of patents to the Company with respect to
such inventions as are to be the Company's exclusive property as against the
Executive under Section 5.3 (b) above or to vest in the Company title to such
inventions as against the Executive; provided, however, that the expense of
                                     --------  -------                     
securing any such patent will be borne by the Company.

     (d) The foregoing provisions of this Section 5.3 shall be binding upon the
Executive's heirs, successors and legal representatives.

     (e) In no event shall an asserted violation of the provisions of this
Section 5.3 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

     5.4 Successors.
         ---------- 

     (a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.

 
                                                                              13

     (b)  This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

     (c)  The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.

     5.5  Notices.  All notices and other communications hereunder shall be in
          -------                                                             
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

          If to the Executive:
          ------------------- 
 
          Home address as currently shown
          on Human Resources Department records
          of Executive's business unit.
 
          With a copy to:


          If to the Company:
          ----------------- 

 


          Attention:  Corporate Secretary

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

     5.6  The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

     5.7  The Company may withhold from any amount payable under this Agreement
such Federal, state or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.

 
                                                                              14

     5.8  The Executive's failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.

     5.9  This Agreement contains the entire understanding of the Company and
the Executive with respect to the subject matter hereof.

     5.10 The Executive and the Company acknowledge that the employment of the
Executive by the Company is "at will".

     5.11 Choice of Law.  This Agreement shall be governed by the law of Texas,
          -------------                                                        
without regard to its choice of law provisions.


     IN WITNESS WHEREOF, the Executive and the Company have entered into this
Agreement as of the date first written above.


                         CROWN CASTLE INTERNATIONAL CORP.


                         By____________________________
                                Title:

                           ____________________________

 

                                  SCHEDULE 1
                                  ----------

          (a)  the acquisition by any individual, entity or group (within the
meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 45% or more of
either (i) the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not constitute a Change
- --------  -------                                                               
of Control:  (i) any acquisition by the Company if no Person (excluding those
Persons described in this proviso) owns more than 45% or more of the outstanding
Company Common Stock or Company Stock Voting Securities after such acquisition,
(ii) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company, or
(iii) any acquisition by a corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of subsection (c), below,
are satisfied or (iv) any acquisition by any Person who beneficially owns (as
defined in Rule 13d-3 of the Exchange Act) 15% or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities as of the date
hereof to the extent such Person (after such acquisition) beneficially owns less
than 50% of the Outstanding Company Common Stock and Outstanding Company Voting
Securities;

          (b)  individuals who constitute the Board as of the date immediately
after an initial public offering of the Company's stock (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board; provided,
                                                                     -------- 
however, that any individual becoming a director subsequent to the date hereof
- -------                                                                       
whose election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are

 
                                                                               2

used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or

          (c) the occurrence of a reorganization, merger, or consolidation,
unless, following such reorganization, merger or consolidation, (i) more than
50% of, respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or consolidation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation in
substantially the same proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, 45% or more of
the Outstanding Company Common Stock or Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or indirectly, 45% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

          (d) the occurrence of: (i) a complete liquidation or dissolution of
the Company, (ii) the sale or other disposition of all or substantially all of
the assets of the Company, or (iii) a similar transaction or series of
transactions, other than to a corporation, with respect to

 
                                                                               3

which following such sale or other disposition, (A) more than 60% of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no Person (excluding the Company and
any employee benefit plan (or related trust) of the Company or such corporation
and any Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 45% or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 45% or more of, respectively, the
then outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors and (C) at least a
majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other disposition of
assets of the Company.


 
                                                                   EXHIBIT 10.45

                              Dated: 16 July 1998



                     The British Broadcasting Corporation

                                      and

                   Castle Transmission International Limited



                              AMENDING AGREEMENT



                              LINKLATERS & PAINES
                                One Silk Street
                                London EC2Y 8HQ

                            Tel: (+44) 171-456 2000


                                 Ref: RMBD/NA

 
     THIS AGREEMENT is made on 16 July 1998 BETWEEN:

     (1) THE BRITISH BROADCASTING CORPORATION, a corporation incorporated under
         Royal Charter, whose principal office is at Broadcasting House,
         Portland Place, London W1A 1AA ("BBC"); and

     (2) CASTLE TRANSMISSION INTERNATIONAL LIMITED (registered number 3196207)
         whose main place of business is Warwick Technology Park, Heathcote
         Lane, Warwick CV34 5DS ("TXCO").

     WHEREAS:

     (A) On 27th February 1997, the BBC and TxCo entered into a Transmission
         Agreement under which TxCo agreed to provide the BBC with transmission
         services for BBC's programmes and services.

     (B) Following a review of the operation of the Transmission Agreement, the
         parties wish to amend the Transmission Agreement as set out in this
         Agreement.

         IN CONSIDERATION OF THE MUTUAL PROMISES SET OUT IN THIS AGREEMENT IT IS
         AGREED as follows:


1 INTERPRETATION

  In this Agreement unless the context otherwise requires:

1.1  DEFINITIONS
     "DTT DATE" means the date on which the UK DTT industry formally launches
     digital terrestrial television broadcasts to the public in the United
     Kingdom, to be a date on or after 1 November 1998.

     "TRANSMISSION AGREEMENT" means the transmission agreement between the BBC
     and TxCo, dated 27 February 1997;

1.2  INTERPRETATION ACT 1978
     The Interpretation Act 1978 shall apply to this Agreement in the same way
     as it applies to an enactment.

1.3  RECITALS, CLAUSES ETC.
     References to this Agreement include its Schedules and references to
     Recitals, Clauses, sub-Clauses and Schedules are to Recitals, Clauses and
     sub-Clauses of, and Schedules to, this Agreement.

1.4  HEADINGS
     Headings shall be ignored in construing this Agreement.

1.5  TIME OF DAY
     References to times of day are to English time unless otherwise stated.

  2  AMENDMENTS TO TRANSMISSION AGREEMENT

2.1  TOC AMENDMENTS
     The BBC and TxCo agree that, as and from 1 August 1998 (or an earlier date,
     if possible), the Transmission Agreement shall be amended in accordance
     with the amendments set out in Schedule 1.

                                       1

 
2.2  DTT AMENDMENTS
     The BBC and TxCo agree that (except where stated), as and from the DTT
     Date, the Transmission Agreement shall be amended in accordance with the
     amendments set out in Schedule 2.

2.3  FEES AMENDMENT
     The BBC and TxCo agree that, as and from 1 April 1998, the Transmission
     Agreement shall be amended in accordance with the amendment set out in
     Schedule 3.

2.4  IMMEDIATE AMENDMENTS
     The BBC and TxCo agree that, as and from the date of this Agreement, the
     Transmission Agreement shall be amended in accordance with the amendment
     set out in Schedule 4.


  3  CONTINUATION OF TRANSMISSION AGREEMENT

     The parties acknowledge and agree that the terms of the Transmission
     Agreement, and each parties' accrued rights and obligations under the
     Transmission Agreement, shall continue in full force and effect, subject
     only to the terms of this Agreement. In the event of a conflict between the
     terms of this Agreement and the Transmission Agreement, this Agreement
     shall prevail.

  4  CONFIDENTIALITY

     The BBC acknowledges TxCo's right to disclose details of the terms of this
     Agreement to its bankers and the trustee of the Guaranteed Bonds issued by
     TxCo's subsidiary, Castle Transmission (Finance) plc.

  5  WHOLE AGREEMENT AND VARIATION

5.1  WHOLE AGREEMENT
     This Agreement and the Transmission Agreement contain the whole agreement
     between the parties relating to the amendments which are the subject matter
     of this Agreement at the date hereof to the exclusion of any terms implied
     by law which may be excluded by contract. Each party acknowledges that it
     has not been induced to enter into this Agreement by any representation,
     warranty or undertaking not expressly incorporated into it.

5.2  VARIATION
     No variation of this Agreement shall be effective unless made in accordance
     with the terms of clause 5.3 the Transmission Agreement.


  6  NOTICES

6.1  ADDRESSES
     Any notice, claim or demand in connection with this Agreement (each a
     "NOTICE") shall be sufficiently given if given in accordance with the terms
     of the Transmission Agreement.

                                       2

 
  7  GOVERNING LAW AND SUBMISSION TO JURISDICTION

7.1  GOVERNING LAW
     This Agreement shall be governed by and construed in accordance with
     English law.

Signed on behalf of the BRITISH    }
BROADCASTING CORPORATION           }
by:                                }


SIGNED ON BEHALF OF THE CASTLE     }
TRANSMISSION INTERNATIONAL         }
LIMITED BY:                        }

                                       3


 
                                                                   EXHIBIT 10.52


                                  MEMORANDUM

          Re:  Proposed Initial Public Offering of Equity Securities by Crown
               Castle International Corp. and Certain Transitional Changes
               Affecting Management of Crown Castle
               -----------------------------------------------------------------

          This memorandum is intended to summarize the terms and conditions
under which Robert A. Crown and Barbara A. Crown would agree to participate in
the proposed initial public offering of equity securities by Crown Castle
International Corp. ("Crown Castle") and in the implementation of certain
transitional changes affecting management of Crown Castle.

     A.   Background
          ----------

          1.   Robert A. Crown and Barbara A. Crown (together with certain
               trusts established by them, the "Crowns") currently own an
               aggregate of 1,465,000 shares of Class B Common Stock of Crown
               Castle. Crown Castle has granted options to Robert A. Crown to
               acquire 17,500 shares of Class B Common Stock at an exercise
               price of $37.54 per share.

          2.   Crown Castle has advised the Crowns of its intention to complete
               an initial public offering (the "Offering") of its Common Stock.
               The Offering is expected to be underwritten on a firm commitment
               basis by a syndicate led by Lehman Brothers, Credit Suisse First
               Boston, Goldman, Sachs & Co. and Salomon Smith Barney
               (collectively, the "Underwriters"). Crown Castle expects to file
               a registration statement with the Securities and Exchange
               Commission ("SEC") with respect to the proposed Offering on or
               before June 19, 1998 and, subject to market conditions, to
               complete the Offering by the first week of October, 1998.

 
                                                                               2

          3.   Crown Castle has advised the Crowns that the Offering will be
               completed contemporaneous with a Share Exchange Agreement dated
               April 20, 1998 (the "Exchange Agreement"), pursuant to which (i)
               all the shareholders of Castle Transmission Services (Holdings)
               Ltd. ("CTSH") (other than Crown Castle, Telediffusion de France
               International S.A. ("TDF") and an affiliate of TDF) will exchange
               their shares of capital stock of CTSH for newly issued shares of
               Common Stock of Crown Castle, (ii) the affiliate of TDF will
               exchange its shares of capital stock of CTSH for newly issued
               shares of Class A Common Stock of Crown Castle, and (iii) CTSH
               will become an 80% owned subsidiary of Crown Castle and TDF will
               own the remaining 20% of CTSH. These transactions are
               collectively referred to as the "Rollup." Contemporaneous with
               the Rollup, certain existing stockholders of Crown Castle will be
               requested to execute a Stockholders Agreement (the "New
               Stockholders Agreement"), which is intended to amend and restate
               the existing Amended and Restated Stockholders Agreement dated as
               of August 15, 1997, as amended (the "Existing Stockholders
               Agreement"). The Crowns have advised Crown Castle that they would
               be willing to become parties to the New Stockholders Agreement,
               subject to satisfactory completion of the matters set forth
               herein. Concurrently with the Rollup, Crown Castle will complete
               a recapitalization pursuant to which, among other things, the
               Crowns would exchange their shares of Class B Common Stock for
               1,465,000 shares of newly issued Common Stock of Crown Castle,
               and the outstanding options held by Mr. Crown will be modified so
               that they apply to 17,500 shares of Common Stock.

 
                                                                               3

          4.   The parties acknowledge that the implementation of certain of the
               arrangements set forth herein will require modification to
               certain provisions of the New Stockholders Agreement and such
               modification shall require, and be subject to, the approval of
               all parties to the New Stockholders Agreement. In addition to any
               approval required pursuant to the previous sentence, the parties
               acknowledge that this memorandum (or certain provisions hereof)
               may require the approval of TDF under the Exchange Agreement and
               this memorandum (or such provisions, as applicable) shall be
               subject to any such approval of TDF prior to the closing of the
               Offering. Crown Castle will use its best efforts to obtain, as
               soon as possible, all such approvals and any other consents or
               approvals as may be required to implement the provisions of this
               memorandum.

     B.   Sale of Crown Stock in the Offering
          -----------------------------------

          1.   The parties intend for the Offering to be structured in a manner
               that will allow the Crowns to sell (a) 50% (or such lesser
               percentage as the Crowns may determine) of their current holdings
               of shares of Crown Castle Common Stock and (b) any additional
               shares that the managing underwriter of the Offering shall be of
               the opinion would not adversely affect the marketing of the
               shares of Common Stock to be sold by Crown Castle in the
               Offering. Crown Castle will pay for all registration and filing
               fees, printing expenses, fees and disbursements of counsel for
               Crown Castle and the Crowns and independent public accountants
               for Crown Castle, fees and expenses (including counsel fees)
               incurred in connection with complying with state securities or
               "blue sky" laws, fees of the National Association of

 
                                                                               4

               Securities Dealers, Inc., transfer taxes and fees of transfer
               agents and registrars associated with such sale by the Crowns.
               If, after the marketing of the Common Stock has commenced, the
               managing underwriter is of the opinion that the number of shares
               to be offered in the Offering should be reduced, the number of
               shares offered by the Crowns and Crown Castle in the Offering
               shall be reduced pro rata in proportion to the aggregate number
               of shares offered by each of the Crowns and Crown Castle in the
               preliminary prospectus ("red herring") in connection with the
               Offering. The parties understand that there can be no assurance
               that the Offering will occur or that the Crowns will be able to
               sell 50% of their current holdings of shares of Crown Castle
               Common Stock in the Offering.

          2.   Upon the successful closing of the Offering (as defined in item
               D.8., below), Crown Castle will grant to Robert A. Crown
               additional options to purchase 125,000 shares of Common Stock at
               the initial public offering price (granted in lieu of options
               from the existing stock option pool, which is being terminated).
               The terms of such options will be consistent with those of
               options to be granted to other members of most senior executive
               level of management at the time of the Offering, but all options
               granted to Mr. Crown will vest no later than the termination, for
               any reason, of Mr. Crown's employment by Crown Castle.

          3.   Crown Castle will grant to Mr. Crown options to purchase 10,000
               shares of Common Stock at $37.54 per share, fully vested
               immediately (granted in lieu of 1997 performance bonus), whether
               or not the Offering is successful.

 
                                                                               5

          4.   Mr. Crown's existing options to purchase up to 17,500 shares of
               Crown Castle Common Stock shall be fully vested prior to the
               closing of the Offering.

          5.   Crown Castle will confirm that the options referred to in items
               B.2, B.3 and B.4, above, and in item C.3, below, have been
               granted under circumstances such that they are exempt from
               liability under Section 16 of the Securities Exchange Act of
               1934, as amended, pursuant to Rule 16b-3 thereunder.

          6.   At the closing of the Offering the Crowns will execute and
               deliver an appropriate and customary lock-up agreement in favor
               of the Underwriters, so long as (a) the lock-up period extends no
               more than six (6) months after the closing of the Offering; (b)
               the lock-up agreement identifies mutually agreeable categories of
               permitted transferees, such as trusts or other entities
               controlled by the Crowns, to which the Crowns may transfer shares
               within such six-month period without approval by any of the
               Underwriters; and (c) the terms of the lock-up agreement are at
               least as favorable to the Crowns as those applicable to any other
               stockholder or officer or director of Crown Castle. If the Crowns
               elect to participate in the Offering, the Crowns also will
               execute and deliver an appropriate and customary underwriting
               agreement in favor of the Underwriters simultaneously with Crown
               Castle's execution and delivery of the same underwriting
               agreement, so long as, it being understood that, insofar as Crown
               Castle is concerned, (i) the Crowns are not required to make any
               representations or warranties of any nature other than (w)
               ownership of and clear title to the shares to be sold, (x)
               authority and power to enter into the underwriting

 
                                                                               6

               agreement and to sell their shares in the Offering, (y) upon
               delivery of and payment for the shares to be sold the
               Underwriters will acquire valid and clear title to such shares,
               and (z) the completeness and accuracy of the descriptions in the
               registration statement and prospectus prepared in connection with
               the Offering relating to the Crowns and provided by the Crowns to
               Crown Castle and/or the Underwriters specifically for use
               therein; (ii) the Crowns are not required to indemnify the
               Underwriters and their affiliates other than for losses, claims,
               damages or liabilities arising in connection with an untrue
               statement or omission in the registration statement or prospectus
               relating to or arising from any breach of the representations and
               warranties in clause (i), above, and provided that the maximum
               amount of the Crowns' indemnification liability will not exceed
               the proceeds received by them from the sale of their shares in
               the Offering; (iii) the Crowns are not required to make any
               certifications or execute any additional documentation other than
               such certificates and agreements as are necessary and typical to
               transfer shares in transactions of this type, including but not
               limited to custody agreements, stock powers and proxies relating
               to the shares to be sold; and (iv) the terms of the underwriting
               agreement are at least as favorable to the Crowns as those
               applicable to any other selling stockholder. If the Crowns fail
               to execute an underwriting agreement which complies with the
               foregoing, their election to participate in the Offering will be
               null and void.

 
                                                                               7

     C.   Management Transition
          ---------------------

          1.   Robert A. Crown will retain his position as Chairman of the Board
               of Directors, President and Chief Executive Officer of CCI for a
               period of six (6) months after the closing of the Offering. This
               period will be used to implement a transition of management which
               is intended to develop and promote the existing management team
               of CCI and to reduce the dependence upon the Crowns for day-to-
               day management. During this transition period, Mr. Crown will
               continue to groom his successor, who will report to Mr. Crown
               during such period. Mr. Crown's successor shall, after
               consultation with, and giving due regard to the recommendation
               of, Mr. Crown, be selected by the CCI Board and shall be approved
               by each of the CCI and Crown Castle Boards of Directors, and such
               successor will assume the title of President and Chief Executive
               Officer of CCI at the end of such six-month transition period (or
               possibly earlier, if agreed by Mr. Crown and the CCI Board of
               Directors). Also during this transition period, Crown Castle and
               the Crowns will work together to address other management needs,
               including (a) recruitment of additional management personnel as
               needed; (b) clarification and communication of the organizational
               structure, functions and reporting obligations within Crown
               Castle and CCI; (c) expanding the sales and marketing department
               which is specifically responsible for lease-ups and third party
               revenues; and (d) developing and implementing improved financial
               reporting functions throughout Crown Castle.

          2.   At the completion of the six-month management transition period,
               Mr. Crown will retain his position as a director of Crown Castle
               and 

 
                                                                               8

               will remain Chairman of the Board of Directors of CCI, assuming
               satisfactory implementation of the foregoing transition, but will
               no longer serve as President and Chief Executive Officer of CCI.
               Prior to the printing of the preliminary prospectus relating to
               the Offering, Mr. Crown and Crown Castle will enter into a
               mutually satisfactory two-year agreement to take effect at the
               completion of the management transition period (or earlier, if
               agreed by Mr. Crown and the CCI Board of Directors) and which
               will address the following, as well as any additional points
               agreed upon by the parties:

                    .    Mr. Crown will provide such services to Crown Castle
                         and CCI as are reasonably requested by the Board of
                         Crown Castle in the context of Mr. Crown's schedule and
                         other responsibilities, and will report to the Board of
                         Directors of Crown Castle.

                    .    Continuation of cash compensation to Mr. Crown of
                         $300,000 annually for two years, which obligation will
                         continue notwithstanding termination, for any reason
                         other than termination for "cause," of the agreement.
                         In addition, Mr. Crown will receive a severance benefit
                         at the end of such two-year period, payable as cash
                         compensation of $300,000 for the year following such
                         two-year period unless terminated for "cause."
                         Additional compensation may be paid to Mr. Crown in
                         consideration of additional services and/or the
                         provision of value to Crown Castle and CCI at the
                         discretion of the Compensation

 
                                                                               9

                         Committee of the Crown Castle Board. As used herein,
                         "cause" shall mean conviction of or a plea of guilty or
                         nolo contendere to any criminal violation involving
                         dishonesty, fraud or breach of trust, or any felony
                         which materially adversely affects Crown Castle.

                    .    Administrative matters such as provision by CCI of Mr.
                         Crown's current office space so long as he serves as
                         Chairman of CCI and an administrative assistant of Mr.
                         Crown's choice to support him in his efforts.

                    .    Maintenance of a vehicle of Mr. Crown's choice to be
                         owned or leased and maintained by CCI for the benefit
                         of Mr. Crown at an annual cost to CCI not to exceed
                         $12,000 plus routine vehicle maintenance and operating
                         costs.

                    .    Maintenance by CCI of a golf membership at Southpointe
                         Golf Club for the benefit of Mr. Crown.

                    .    Maintenance by CCI of wireless services such as a
                         cellular phone and pager for use of Mr. Crown.

          3.   Maintenance by CCI of health insurance, hospitalization and other
               employee benefits comparable to other senior executives for Mr.
               and Mrs. Crown and their dependents

          4.   Reimbursement by CCI of reasonable travel expenses incurred by
               Mr. Crown in connection with CCI business, including reasonable
               charter fees for the use of private aircraft

 
                                                                              10

               Mr. Crown will not be obligated to enter into any noncompete or
               other similar agreement Whether or not the Offering is
               successful, Crown Castle will grant to Robert Coury options to
               purchase a total of 12,000 shares of Crown Castle Common Stock at
               an exercise price of $37.54 per share, which will be vested
               immediately and exercisable under the same terms and conditions
               of Mr. Coury's existing option agreement. Mr. Coury shall be
               permitted to transfer such shares in accordance with the
               Securities Act of 1933. Mr. Coury will be granted a "piggyback"
               registration right to participate in the registration statement
               contemplated by item D.4, below, or such shares will be
               registered separately by Crown Castle on Form S-8, if available.
               Mr. Coury's continued assistance has been requested by Mr. Crown,
               consequently Crown Castle and Mr. Coury agree that the current
               Consulting Agreement will remain in full force and effect at the
               rate of Twenty Thousand Dollars per month ($20,000) effective
               July 1, 1998 provided, however, that the parties will revise the
               scope of the engagement as follows:

                    "Consultee hereby engages Consultant and Consultant hereby
                    accepts such engagement to perform such specialized services
                    as Robert Crown as President and Chief Executive Officer may
                    from time to time reasonably request.  Services to be
                    rendered by Consultant pursuant to this agreement shall
                    include, without limitation, rendering recommendations to
                    Consultee and Consultee's affliates in investigating and
                    negotiating and consummating commercial business
                    transactions, and any and all other activities and services
                    incidental thereto.  Should Robert Crown not be 

 
                                                                              11

                    serving as President and Chief Executive Officer either
                    party may request renegotiation of this agreement. Until
                    such time as negotiations are completed Consultant shall
                    continue to take direction from Robert Crown and Consultee
                    shall continue to compensate Consultant in accordance with
                    the current Agreement."

               and provided further any notices of termination whether at the
               end of the initial term or termination with or without cause
               shall be modified to provide sixty (60) days written notice prior
               to termination being effective.

     D.   Board Representation and Certain Other Matters
          ----------------------------------------------

          1.   Mr. Crown will continue to serve as a member of the Crown Castle
               Board of Directors so long as the Crowns' ownership interest in
               Crown Castle has a market value of $10 million, in accordance
               with the New Stockholders Agreement.

          2.   Subject to the provisions of Section 3.10 of the New Stockholders
               Agreement, so long as the Crowns and their permitted transferees
               maintain ownership of a minimum of 1% of the outstanding Crown
               Castle Common Stock (a) Crown Castle shall retain the name "Crown
               Castle International Corp.," (b) Crown Castle's principal
               affiliate owning communications towers in the United States shall
               retain the name "Crown Communication Inc.," (c) all of Crown
               Castle's operations in the United States will be conducted by
               CCI, and any subsidiaries or affiliates of Crown Castle or CCI
               conducting such operations will include the name "Crown" first in
               their corporate name or will otherwise be conducted under the
               name "Crown"

 
                                                                              12

               consistent with the provisions of the Governance Memorandum (as
               defined below) relating to CCI, and (d) CCI and all of its United
               States subsidiaries will retain the current "Crown" logo.

          3.   Crown Castle will maintain the headquarters of its domestic
               operations in Pittsburgh, Pennsylvania or the surrounding area
               unless a majority of the independent members of the Crown Castle
               Board of Directors, in exercising their business judgment and
               fiduciary responsibilities, determines in good faith that
               relocating such headquarters will be in the best interests of
               Crown Castle and its stockholders.

          4.   The Crowns will be provided a separate demand registration right
               pursuant to the New Stockholders Agreement, which right may be
               exercised following the expiration of the six-month lockup period
               referred to above.

          5.   Effective upon the closing of the Offering, the CCI Board of
               Directors shall initially consist of the following five members:
               Robert A. Crown, Stuart Williams, Carl Ferenbach (or another
               member of the Crown Castle Board of Directors acceptable to Mr.
               Crown), David Ivy and Ted Miller.

          6.   Robert A. Crown will provide a list of operating issues which
               will require approval by the CCI Board of Directors, including
               such matters as insurance, internal policies and procedures,
               employee benefits, employee handbooks and consulting agreements.

          7.   So long as Mr. Crown is a director of CCI or Crown Castle, he
               shall have a continuing right to bring an advisor of his choice
               to all meetings of the Boards of Directors of CCI or Crown
               Castle, as applicable.

 
                                                                              13

          8.   Until the successful closing of the Offering, the provisions of
               each of the Existing Stockholders Agreement and the Memorandum of
               Understanding Regarding Management and Governance of Castle Tower
               Holding Corp. and Crown Communications, Inc., dated as of August
               15, 1997 (the "Governance Memorandum"), shall remain in full
               force and effect. For the avoidance of doubt, a "successful
               closing of the Offering" shall mean the closing of the IPO, as
               defined in the IPO Side Letter, which in turn is defined in the
               Exchange Agreement, as such IPO Side Letter may be amended,
               subject to the minimum price of $45 per share being satisfied.

          9.   Upon the successful closing of the Offering (as defined above),
               the New Stockholders Agreement will be in effect (and will be
               modified as necessary to reflect the terms of this memorandum).
               The Governance Memorandum shall remain in full force and effect
               (and will be modified as necessary to reflect the terms of this
               memorandum) until the earlier of (a) termination of the
               aforementioned six-month management transition period, and (b)
               such time as Mr. Crown resigns as President and Chief Executive
               Officer of CCI, in each case as contemplated in this memorandum.

     E.   Termination
          -----------

          1.   Unless extended by the parties hereto, the agreements reflected
               in this memorandum shall be terminated if the Offering shall not
               have been successfully closed by October 31, 1998, other than
               items B.3, C.3 and D.3 hereof which will survive such termination
               in full force and effect. Upon such termination, the Existing
               Stockholders Agreement and the Governance Memorandum will
               continue in full force and effect, except to the extent that

 
                                                                              14

               the Governance Memorandum is modified in accordance with item D.3
               hereof.

          Intending to be legally bound, the parties have executed this
          memorandum this 2nd day of July, 1998


 
                                        ___________________________________
                                        ROBERT A. CROWN



                                        ___________________________________
                                        BARBARA A. CROWN



                                        ___________________________________
                                        CROWN CASTLE INTERNATIONAL CORP.
                                        By:     Carl Ferenbach
                                        Title:  Chairman of the Board


 
                                                                   EXHIBIT 10.53

                              SERVICES AGREEMENT


          THIS AGREEMENT, made and entered into this 2nd day of July, 1998 by
and between Crown Castle International Corp., a Delaware corporation, having an
address at 510 Bering, Suite 310, Houston, Texas 77057 (the "COMPANY"), and
Robert A. Crown, an individual, having an address at 6500 Crown Place,
Nevillewood, Pennsylvania 15142 ("CROWN").


                              W I T N E S S E T H


          WHEREAS, Crown currently serves as Chairman of the Board, President
and Chief Executive Officer of Crown Communication Inc. ("CCI"), the Company's
principal domestic subsidiary;

          WHEREAS, Crown and the Company have agreed that Crown will retain such
position for a period of six (6) months after the closing of the Company's
expected initial public offering of equity securities (the "OFFERING"), which is
anticipated to occur on or before October 31, 1998, and to implement certain
transitional changes affecting management of the Company and CCI during such
six-month period, which would result in the selection of a successor to Crown as
President and Chief Executive Officer of CCI, with Crown continuing to serve as
a Director and Chairman of the Board of Directors of CCI;

          WHEREAS, the Company desires to retain Crown as a general adviser on
such executive, managerial, operational, technical or other matters as the
Company's Board of Directors ("BOARD") may reasonably request ("SERVICES"),
effective as of the completion of such six-month transition period; and
 
          WHEREAS, Crown is willing to provide such Services based on the terms
and conditions set forth herein.
 
          NOW, THEREFORE, in consideration of the mutual premises herein
contained, and intending to be legally bound hereby, the parties covenant and
agree as follows:


     SECTION 1.  Engagement.  Crown's engagement hereunder shall commence six
                 -----------                                                 
months after the closing by the Company of the Offering or on such date prior to
the closing of the Offering as Crown and the Board of Directors of CCI may agree
(the "EFFECTIVE DATE"), the Company shall engage 

 
                                                                               2


Crown, and Crown shall accept such engagement, to perform such Services as the
Board may from time to time reasonably request after giving due consideration to
Crown's schedule and other responsibilities. Crown hereby accepts such
appointment and engagement for the Term (hereinafter defined), upon the terms,
and with respect to the matters herein specified and for the compensation and
other benefits hereinafter set forth. Crown shall report directly to the Board.
Crown represents and warrants to the Company that he has all requisite authority
to provide Services to the Company as herein provided.

     SECTION 2.  Term and Termination.
                 ---------------------

     (a) Term.  Subject to an earlier termination of this Agreement pursuant to
         ----                                                                  
subsection (b) below, the term of this Agreement shall be for a period of two
(2) year(s) from the Effective Date hereof (the "TERM").

     (b) Termination For Cause.  The Board may terminate this Agreement for
         ---------------------                                             
"CAUSE" at any time after the Effective Date.  Any such termination for cause,
and the reasons for and effective date thereof, shall be communicated in advance
by the Board to Crown in writing.  Any purported termination of this Agreement
by the Board or the Company other than (i) for cause pursuant to this subsection
(b) or (ii) without cause pursuant to subsection (c) below, shall be void and of
no force or effect. As used herein, "CAUSE" shall mean conviction of or a plea
of guilty or nolo contendere to any criminal violation involving dishonesty,
fraud or breach of trust, or any felony which materially adversely affects the
Company; provided, however, that an act or omission shall not be deemed to
         --------  -------                                                
constitute cause if it is of such nature that all detriment otherwise resulting
to the Company or its subsidiaries and affiliates therefrom can be cured and, to
the reasonable satisfaction of the Board, is promptly cured by appropriate
action, and Crown causes such action to be taken within ten (10) days following
written notice from the Board with respect thereto.

     (c) Termination Without Cause.  The Board may terminate this Agreement
         --------------------------                                        
without cause at any time after the Effective Date, but only following due
deliberation with Crown regarding the Board's reason for proposing such
termination.  Any such termination must be made by a majority of the
nonmanagement directors of the Company, and such termination and the effective
date thereof shall be communicated to Crown in advance in writing.

     SECTION 3.  Personal Service.  Crown's Services to be provided pursuant to
                 -----------------                                             
this Agreement are personal in nature, 

 
                                                                               3

and no other person shall be engaged in the performance of such Services without
the prior written consent of the Company; provided, however, the foregoing shall
                                          --------  -------  
not apply to assistance rendered by accountants, attorneys, secretaries,
clerical personnel and other similar services required by Crown in the
performance of Services hereunder.

     SECTION 4.  Compensation and Other Benefits.
                 --------------------------------

     (a)  Base Compensation.  For the Services and recommendations rendered by
          ------------------                                                  
Crown as described in this Agreement, the Company shall pay to Crown Twenty Five
Thousand Dollars ($25,000) per month, without demand, payable on the first day
of each calendar month during the Term.

     (b)  Additional Compensation.  Additional compensation may be paid to Crown
          ------------------------                                              
in consideration of additional Services and/or the provision of value to the
Company and its subsidiaries and affiliates, at the discretion of the
Compensation Committee of the Board.

     (c)  Benefits. Throughout the Term, the Company shall provide Crown and his
          --------- 
spouse and their dependents with health insurance, hospitalization and other
employee benefits comparable to those provided to other senior executives of the
Company, as well as the following fringe benefits and services, each to be
provided on an uninterrupted and non-reimbursable basis:

          (i)    maintenance of a vehicle of Crown's choice to be owned or
                 leased and maintained by the Company for the benefit of Crown
                 at an annual cost to the Company not to exceed $12,000 plus
                 routine vehicle maintenance and operating costs; during the
                 period that such automobile is provided, Company shall include
                 the vehicle on the automobile insurance policy carried from
                 time to time by Company and shall designate Crown as the driver
                 of the automobile and as an additional named insured under the
                 policy;

          (ii)   maintenance of a golf membership at Southpointe Golf Club for
                 the benefit of Crown;

          (iii)  maintenance of wireless services such as a cellular phone and
                 pager for use by Crown;

 
                                                                               4

          (iv)   provision of an equipped and furnished office (to be the same
                 office space currently occupied by Crown in his capacity as
                 President and Chief Executive Officer of CCI), so long as Crown
                 serves as Chairman of CCI; and

          (v)    provision to Crown of an administrative assistant of his choice
                 to support him in his efforts hereunder.

     (d)  Reimbursement of Expenses. Company shall either pay directly or
          --------------------------                                     
reimburse Crown for all expenses incurred by him in connection with Services
provided during the Term (subject to his compliance with Company's normal
documentation requirements), including, without limitation, reasonable charter
fees for the use of private aircraft.

     (e)  Severance.  Commencing immediately upon the expiration of the Term,
          ----------                                                         
unless this Agreement is terminated for cause as provided in Section 2(b), the
Company shall pay to Crown a severance benefit of $300,000, without demand,
payable in twelve equal monthly installments.

     (f)  Termination by Crown.  In the event that this Agreement is terminated
          ---------------------                                                
by Crown for no reason whatsoever ("VOLUNTARY RESIGNATION") (as specified in
writing by Crown to the Board), all compensation and benefits hereunder shall
cease effective as of the date of resignation specified in his written notice to
the Board.  In the event this Agreement is terminated by Crown for any reason
other than Voluntary Resignation (as specified in writing by Crown to the
Board), Crown shall be entitled to (i) all compensation and severance benefits
in accordance with subsections (a), (b), and (e), above, (ii) health insurance
and hospitalization benefits for Crown and his spouse and their dependents
throughout the Term, and (iii) administrative assistance in accordance with
clause (v) of subsection (c), above, for a period of six months after such
termination, but the other benefits described in clauses (i) through (iv) of
subsection (c), above, shall cease effective upon such termination.  Crown's
termination of this Agreement for any reason other than Voluntary Resignation
shall be conclusively established by his written notification to the Board that
such termination is for a reason other than Voluntary Resignation.

     (g)  Termination by Board.  In the event that this Agreement is terminated
          ---------------------                                                
by the Board for cause pursuant to Section 2(b), Crown shall be entitled to his
compensation and other benefits up to the effective date of termination. 

 
                                                                               5


In the event that this Agreement is terminated by the Board without cause
pursuant to Section 2(c), Crown shall be entitled to (i) all compensation and
severance benefits in accordance with subsections (a), (b), and (e) of this
Section 4, (ii) health insurance and hospitalization benefits for Crown and his
spouse and their dependents throughout the Term, and (iii) all other benefits
described in clauses (i) through (v) of subsection (c) of this Section 4 for a
period of six months after such termination.

     SECTION 5.  Obligations.  Crown warrants that he shall render Services
                 ------------                                              
pursuant to this Agreement in a professional manner, and will at all times
endeavor to provide to the Company sound and reasonable recommendations in
performing such Services.  Except as otherwise expressly stated herein, Crown
makes no other representation, warranty or covenant with respect to his
performance of Services.  THE PARTIES ACKNOWLEDGE AND AGREE THAT CROWN'S
SERVICES SHALL NOT INCLUDE RESPONSIBILITY FOR MAKING ANY FINAL DECISIONS ON THE
COMPANY'S BEHALF.  CROWN EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM ANY
DECISION MADE ON THE BASIS OF CROWN'S SERVICES OR RECOMMENDATIONS INCLUDING,
WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES DERIVING THEREFROM.  THE COMPANY
ACKNOWLEDGES AND AGREES THAT CROWN SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR
THE MAKING OF ANY DECISION BASED ON CROWN'S SERVICES OR RECOMMENDATIONS, AND THE
COMPANY HEREBY WAIVES AND RELINQUISHES ANY CAUSE OF ACTION IT OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES NOW HAS OR MAY IN THE FUTURE HAVE AGAINST CROWN BASED
ON OR RELATING TO ANY SERVICES OR RECOMMENDATIONS RENDERED BY HIM; PROVIDED,
HOWEVER, THAT THE FOREGOING SHALL NOT RELIEVE CROWN OF ANY RESPONSIBILITIES OR
DUTIES ARISING BY VIRTUE OF HIS SERVICE AS A DIRECTOR OF THE COMPANY OR CCI.

     SECTION 6.  Assignment.  Neither this Agreement nor any interest herein or
                 -----------                                                   
obligation hereunder may be assigned by either of the parties hereto without the
express written consent of the other.

     SECTION 7.  Governing Law.  This Agreement shall, other than the conflict
                 --------------                                               
of laws provisions thereof, be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.

     SECTION 8.  Successors and Assigns.  Except as otherwise contained herein,
                 -----------------------                                       
this Agreement shall be binding upon, and will inure to the benefit of, the
successors and permitted assigns of the parties hereto.

     SECTION 9.  Captions.  Section captions used in this Agreement are for
                 ---------                                                 
convenience only, and shall not be 

 
                                                                               6

utilized in the construction or interpretation of this Agreement.

     SECTION 10.  Notices.  All notices, requests, demands and other
                  --------                                          
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed within the continental United States
by first class certified mail, return receipt requested, postage prepaid,
addressed as follows:

               (a)  if to the Board of the Company, to:

                    Crown Castle International Corp.
                    510 Bering, Suite 500
                    Houston, Texas  77057
                    Attention:  Chairman of the Board

with a required copy to:

                    E. Blake Hawk, P.C.
                    Brown, Parker & Leahy, L.L.P.
                    3600 Citicorp Center
                    1200 Smith Street
                    Houston, Texas  77002-4595

               (b)  if to Crown, to:

                    Robert A. Crown
                    6500 Crown Place
                    Nevillewood, Pennsylvania  15142

with a required copy to:

                    Charles J. Queenan, Jr., Esq.
                    Kirkpatrick & Lockhart LLP
                    1500 Oliver Building
                    Pittsburgh, Pennsylvania 15222

     Such addresses may be changed by written notice sent to the other party at
the last recorded address of that party.

     SECTION 11.  Entire Agreement.  This Agreement sets forth the entire
                  -----------------                                      
agreement and understanding between the parties as to the subject matter hereof,
and supersedes all prior discussions between them concerning such matters. This
Agreement shall not be subject to change, alteration or amendment other than by
an instrument in writing duly executed by the parties hereto.
 

 
                                                                               7

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
 

ATTEST:                                 CROWN CASTLE INTERNATIONAL 
CORP.


By:_________________________            By:_____________________________
Title:______________________                 Carel Ferenbach
                                             Chairman of the Board of Directors

WITNESS:


_____________________________           _____________________________ 
                                        Robert A. Crown


 
                                                                      EXHIBIT 11
 
                        CROWN CASTLE INTERNATIONAL CORP.
 
                            COMPUTATION OF NET LOSS
                                PER COMMON SHARE
              (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
 
   

                                       HISTORICAL                            PRO FORMA
                         -------------------------------------------  -----------------------
                              YEARS ENDED          SIX MONTHS ENDED                SIX MONTHS
                              DECEMBER 31,             JUNE 30,        YEAR ENDED    ENDED
                         ------------------------  -----------------  DECEMBER 31,  JUNE 30,
                          1995    1996     1997     1997      1998        1997        1998
                         ------  ------  --------  -------  --------  ------------ ----------
                                                              
Net loss................ $  (21)  $(957) $(11,942) $(2,149) $(13,032)   $(42,653)   $(25,324)
Dividends on Senior
 Convertible Preferred
 Stock..................    --      --     (2,199)     --     (4,132)        --          --
                         ------  ------  --------  -------  --------    --------    --------
Net loss applicable to
 common stock for basic
 and diluted
 computations...........   $(21)  $(957) $(14,141) $(2,149) $(17,164)   $(42,653)   $(25,324)
                         ======  ======  ========  =======  ========    ========    ========
Weighted-average number
 of common shares
 outstanding during the
 period for basic and
 diluted computations
 (in thousands).........  3,316   3,503     6,238    3,381    10,954     109,168     109,179
                         ======  ======  ========  =======  ========    ========    ========
Loss per common share--
 basic and diluted...... $(0.01) $(0.27) $  (2.27)  $(0.64) $  (1.57)   $  (0.39)   $  (0.23)
                         ======  ======  ========  =======  ========    ========    ========


 
                                                                      EXHIBIT 12

                       CROWN CASTLE INTERNATIONAL CORP.

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                            (Dollars in thousands)

 
 
                                                                              Historical                          
                                                                             Years Ended            Six Months Ended
                                                                             December 31,               June 30,    
                                                                     --------------------------  ---------------------
                                                                      1995      1996      1997     1997         1998 
                                                                     -------  -------   -------  -------      --------
                                                                                                
Computation of Earnings:
 Income (loss) before income taxes and minority interests...........  $  (21) $  (947) $(11,893) $(2,123)     $(12,823)
 Add:
   Fixed charges (as computed below)................................   1,214    1,912     9,825    1,270        10,467
   Equity in losses (earnings) of unconsolidated affiliate..........     --       --      1,138      221          (525)
                                                                     -------  -------   -------  -------      --------
                                                                     $ 1,193  $   965   $  (930) $  (632)     $ (2,881)
                                                                     =======  =======   =======  =======      ========
Computation of Fixed Charges:
 Interest expense................................................... $ 1,101  $ 1,748   $ 7,095  $ 1,129      $  1,489
 amortization of deferred financing costs and discount on long-
   term debt........................................................      36       55     2,159       67         8,538
 Interest component of operating lease expense......................      77      109       571       74           440
                                                                     -------  -------   -------  -------      --------
                                                                     $ 1,214  $ 1,912   $ 9,825  $ 1,270      $ 10,467
                                                                     =======  =======   =======  =======      ========
Ratio of Earnings to Fixed Charges..................................     --       --        --       --            --
                                                                     =======  =======   =======  =======      ========
Fixed Charge Coverage Deficiency.................................... $    21  $   947   $10,755  $ 1,902      $ 13,348
                                                                     =======  =======   =======  =======      ========
 
                                                                                              Pro Forma               
                                                                                   ---------------------------------
                                                                                    Year ended         Six Months    
                                                                                    December 31,     Ended June 30,  
                                                                                       1997               1998        
                                                                                   -----------         ---------        
                                                                                                  
Computation of Earnings:
 Income (loss) before income taxes and minority interests...........               $  (41,283)         $ (24,430)
 Add:
   Fixed charges (as computed below)................................                   39,596             20,946
   Equity in losses (earnings) of unconsolidated affiliate..........                      --                 --
                                                                                   -----------         ---------        
                                                                                   $   (1,687)         $  (3,484) 
                                                                                   -----------         ---------        
Computation of Fixed Charges:
 Interest expense...................................................               $   17,545          $  11,328  
 amortization of deferred financing costs and discount on long-                                                   
   term debt........................................................                   20,763              8,955  
 Interest component of operating lease expense......................                    1,288                663 
                                                                                   -----------         ---------        
                                                                                   $   39,596          $  20,946  
                                                                                   ===========         =========          
Ratio of Earnings to Fixed Charges..................................                      --                 --   
                                                                                   ===========         =========          
Fixed Charge Coverage Deficiency....................................               $   41,283          $  24,430 
                                                                                   ===========         =========


 
                                                                   EXHIBIT 23.1
 
The Board of Directors
Crown Castle International Corp.:
 
  The audits referred to in our report dated February 20, 1998, included the
related financial statement schedule as of December 31, 1997 and 1996, and for
each of the years in the three-year period ended December 31, 1997, included
in the Registration Statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement schedule based on our audits. In our
opinion, such financial statement schedule, when considered in relation to the
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
 
  We consent to the use of our reports included herein and to the reference to
our firm under the headings "Summary and Selected Financial and Other Data of
CCIC", "Selected Financial and Other Data of Crown", "Summary and Selected
Financial and Other Data of CTI", and "Experts" in the Prospectus.
 
                                          KPMG Peat Marwick LLP
 
Houston, Texas
   
August 11, 1998


 
                                                                   EXHIBIT 23.2
 
                                    CONSENT
   
  We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 28, 1996, with respect to the financial
statements of TEA Group Incorporated included in the Registration Statement on
Form S-1 and related Prospectus of Crown Castle International Corp. dated
August 11, 1998.     
 
                                          Ernst & Young LLP
 
Atlanta, Georgia
   
August 11, 1998