CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL AND
OTHER SPECIAL RIGHTS OF PREFERRED
STOCK AND QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS THEREOF
OF
6.25% CUMULATIVE CONVERTIBLE PREFERRED STOCK
CROWN CASTLE INTERNATIONAL CORP.
Pursuant to Section 151 of the General Corporation Law of the State of Delaware
Crown Castle International Corp., a Delaware corporation (the "Company") certifies that pursuant to the
authority contained in its Certificate of Incorporation (the "Certificate of Incorporation") and in accordance with
the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors
of the Company by unanimous written consent dated July 12, 2000 adopted the following resolution which
resolution remains in full force and effect on the date hereof:
RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of
the Certificate of Incorporation, the Board of Directors does hereby create, authorize and provide for the
issuance of the 6.25% Cumulative Convertible Preferred Stock (the "Preferred Stock") having the voting powers,
designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and
restrictions thereof that are set forth as follows:
(a) DESIGNATION. 8,050,000 shares of Preferred Stock are hereby designated by the Board of Directors of
the Company. Each share of Preferred Stock will have a liquidation preference of $50.00 (the "Liquidation
Preference").
(b) CURRENCY. All shares of Preferred Stock shall be denominated in United States currency, and all
payments and distributions thereon or with respect thereto shall be made
in United States currency. All references herein to "__DOCTEXT__quot; or "dollars" refer to United States currency.
(c) RANKING. The Preferred Stock shall, with respect to dividend rights and rights upon liquidation, winding up
or dissolution, rank junior to (i) each other class or s