TERMINATION AGREEMENT (this "Agreement"), dated as of July 5, 2000, by and between CROWN
CASTLE INTERNATIONAL CORP., a Delaware corporation (the "Company"), CROWN CASTLE UK
HOLDINGS LIMITED, a company incorporated under the laws of England and Wales ("CCUK"), which was
formerly known as Castle Transmission Services (Holdings) Ltd., FRANCE TELECOM S.A., a company
incorporated under the laws of France ("FT"), TELEDIFFUSION DE FRANCE INTERNATIONAL S.A.
("TDF"), a wholly owned indirect subsidiary of FT and a company incorporated in France, and
TRANSMISSION FUTURE NETWORKS B.V., a wholly owned indirect subsidiary of FT and a company
organized under the laws of the Netherlands ("TFN").
SECTION 1.01. Certain Defined Terms; Interpretation. (a) As used in this Agreement, capitalized terms shall
have the meanings assigned to such terms as set forth below:
"By-laws" means the Amended and Restated By-laws of the Company, as amended.
"CCUK Services Agreement" means the Amended and Restated Services Agreement dated August 19, 1998,
between CCUK and TDF, as amended.
"CCUK Shareholders Agreement" means the Shareholders Agreement dated August 21, 1998, among the
Company, CCUK and TDF, as amended.
"Charter" means the Amended and Restated Certificate of Incorporation of the Company.
"Disposition Agreement" means the Disposition Agreement dated May 17, 2000, and as amended on June 5,
2000, among the Company, CCUK, FT, TDF, and TFN.
"Exchange Agreement" means the Share Exchange Agreement dated as of April 24, 1998, among the Company,
CCUK, TDF, DFI (BV), and other stockholders of the Company named in Schedule I thereto.
"FT Group" means FT and its Affiliates (other than the Company and its subsidiaries).
"Governance Agreement" means the Governance Agreement dated as of August 21, 1998, among the Company,
CCUK and TDF, as supplemented as of May 17, 1999.
"Stockholders Agreement" means the Stockholders Agreement, dated as of August 21, 199