EXHIBIT 10.16
EXECUTION COPY
AMENDMENT NO. 2 TO THE AGREEMENT TO BUILD TO SUIT
Amendment No. 2 (this "Amendment"), dated as of August 31,
2001, to the Agreement to Build to Suit, dated as of December 14, 2000, by and
among SBC Wireless, LLC ("SBCW"), for itself and as Agent for the SBCW Parties
(as defined in Section 1.01 of the Agreement) (as defined below) designated on
the signature pages thereto, SpectraSite Holdings, Inc. ("TowerCo Parent") and
SpectraSite Communications, Inc. ("Vendor"), as amended by that certain
Amendment No. 1 to the Agreement to Build to Suit, dated as of January 31, 2001,
by and among SBCW, TowerCo Parent and Vendor (as amended, the "Agreement").
Unless otherwise defined herein, capitalized terms shall have such meanings as
ascribed to them in the Agreement.
WHEREAS, SBCW, Vendor and TowerCo Parent desire to amend the
Agreement as more particularly set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereby agree as
follows:
1. Amendment to Section 3.02(a) of the Agreement.
Section 3.02(a) of the Agreement is hereby amended by including the following
language immediately prior to the end of the second sentence:
"(as accomplished by Annex C)"
2. Amendment to Section 3.02(b) of the Agreement.
Section 3.02(b) of the Agreement is hereby amended by including the following
language immediately prior to the end of the first sentence:
"(as accomplished by Annex C)"
3. Amendment of Annex C to the Agreement. Annex C to the
Agreement is hereby amended and restated in its entirety as provided in Schedule
1 attached hereto and made part hereof.
4. Amendment of Annex D to the Agreement. Annex D to the
Agreement is hereby amended and restated in its entirety as provided in Schedule
2 attached hereto and made part hereof.
5. Amendment of Annex G-2 to the Agreement. Annex G-2 to
the Agreement is hereby amended and restated in its entirety as provided in
Schedule 3 attached hereto and made part hereof.
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6. Amendment of Annex I to the Agreement. Annex I to the
Agreement is hereby amended and restated in its entirety as provided in Schedule
4 attached hereto and made part hereof.
7. Amendment of Annex 1 to Schedule 3.10(c) of the
Agreement. Annex 1 to Schedule 3.10(c) to the Agreement is hereby amended and
restated in its entirety as provided in Schedule 5 attached hereto and made part
hereof.
8. Amendment of Schedule 3.12(a) and Schedule 3.12(b) of
the Agreement. Schedule 3.12(a) and Schedule 3.12(b) are hereby amended to add
GTE Mobilnet of Austin Limited Partnership.
9. Reimbursement for Search Costs. Notwithstanding
anything to the contrary contained in the Agreement, in the event Vendor
proposes one or more Third Party Sites to SBCW in response to a SARF and SBCW
engages a Person other than Vendor to perform Collection Services with respect
to any of such Site, SBCW shall reimburse Vendor $500 for search costs in
connection with such Third Party Sites. Such reimbursement shall be made within
30 days after delivery by Vendor to SBCW of an invoice for such costs.
10. Counterparts. This Amendment may be executed by one
or more of the parties hereto on any number of separate counterparts and all
such counterparts shall be deemed to be one and the same instrument. Each party
hereto confirms that any facsimile copy of such party's executed counterpart of
this Amendment (or its signature page thereof) shall be deemed to be an executed
original thereof.
11. Ratification of Agreement. This Amendment shall not
constitute an amendment or modification of any other provision of the Agreement
not expressly referred to herein. Except as expressly amended or modified
herein, the provisions of the Agreement are and shall remain in full force and
effect.
12. Governing Law. This Amendment shall be governed by,
and interpreted and construed in accordance with, the laws of the State of New
York, without regard to conflicts of laws or rules.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, each of the parties hereto has executed
this Amendment as of the day and year first above written.
SBCW:
SBC WIRELESS, LLC,
on behalf of itself and the SBCW Parties
listed on Exhibit A pursuant to Section
16.17 of the Agreement
By: /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
Vice President - Network Operations
Support
VENDOR:
SPECTRASITE COMMUNICATIONS,
INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Vice President
TOWERCO PARENT:
SPECTRASITE HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxx
Senior Vice President - Operations
