EXHIBIT 10.7
TERMINATION AGREEMENT
TO THE THIRD AMENDED
AND RESTATED STOCKHOLDERS' AGREEMENT
Agreement dated as of October 4, 2002, by and among SpectraSite
Holdings, Inc., a Delaware corporation (the "COMPANY"), and the parties set
forth on the signature pages hereto terminating the Third Amended and Restated
Stockholders' Agreement, dated as of April 20, 1999, as amended by Amendment No.
1, dated as of November 20, 2000, Amendment No. 2, dated as of December 14,
2000, and Amendment Xx. 0, xxxxx xx xx Xxxxx 00, 0000 (xx so amended, the
"STOCKHOLDERS' AGREEMENT"). Unless otherwise defined herein, capitalized terms
shall have such meanings ascribed to them in the Stockholders' Agreement.
WHEREAS, the parties hereto desire to terminate the Stockholders'
Agreement; and
WHEREAS, Section 18 of the Stockholders' Agreement provides that the
Stockholders' Agreement may be amended or modified by an instrument in writing
signed by the Company and holders of at least 60% of the voting power of the
Capital Stock held by Stockholders; and
WHEREAS, Section 18 of the Stockholders' Agreement requires the consent
of any adversely affected party in order to amend the Stockholders' Agreement in
a manner that limits the right of any party to designate members of the
Company's Board of Directors (the "BOARD"); and
WHEREAS, the parties to this Agreement constitute at least 60% of the
voting power of the Capital Stock held by Stockholders and include all parties
having a right to designate members of the Board.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
1. Termination of the Stockholders' Agreement. The Stockholders'
Agreement is hereby terminated in its entirety. From and after the date hereof,
all rights and obligations of each party to the Stockholders' Agreement shall be
terminated without further action by any party and the Stockholders' Agreement
shall have no further force or effect.
2. Counterparts. This Agreement 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 Agreement
(or its signature page thereof) shall be deemed to be an executed original
thereof.
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3. Governing Law. This Agreement shall be governed by, and enforceable
under, and construed in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of law of such state.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, as of the day and year first above written.
SPECTRASITE HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
President and Chief Executive Officer
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WELSH, CARSON, XXXXXXXX & XXXXX VIII, L.P.
By: WCAS VIII Associates, L.L.C.,
its General Partner
By: /s/ XXXXXXXX RATHER
-----------------------------------------
Name: Xxxxxxxx Rather
Title: Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By: WCAS CP III Associates, L.L.C.,
its General Partner
By: /s/ XXXXXXXX RATHER
-----------------------------------------
Name: Xxxxxxxx Rather
Title: Managing Member
WCAS INFORMATION PARTNERS, L.P.
By: /s/ XXXXXXXX RATHER
-----------------------------------------
Name: Xxxxxxxx Rather
Title: General Partner
Attorney-in-Fact
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XXXXXXX XXXXXX
XXXXXXX X. XXXXX
XXXXXXX X. XXXXXX
XXXXX X. XXXXXXXX
XXXXXX X. XXXXXXXXX
XXXXXX X. XXXXXXXXX
XXXXXXXX X. XXXXXX
XXXXXXX X. XX XXXXXX
XXXX X. XXXXXXX
XXXXXX X. XXXX
XXXXX XXXXXXXX
XXXXXXXXX X. XXXXXX
By: /s/ XXXXXXXX RATHER
-----------------------------------------
Name: Xxxxxxxx Rather
Title: Individually and
Attorney-in-Fact
TRUST U/A DATED 11/26/84 FBO XXXX XXXXX
By:
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Name: Xxxxx Xxx Xxxxx
Title: Trustee
TRUST U/A DATED 11/26/84 FBO XXXXXXX XXXXX
By:
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Name: Xxxxx Xxx Xxxxx
Title: Trustee
TRUST U/A DATED 11/26/84 FBO XXXXXXXX XXXXX
By:
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Name: Xxxxx Xxx Xxxxx
Title: Trustee
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SBC TOWER HOLDINGS LLC
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Manager
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TOWER PARENT CORP.
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: President
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CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Managing Member
CO-INVESTMENT MERCHANT FUND 3, LLC
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
CARAVELLE INVESTMENT FUND, L.L.C.
By: Caravelle Advisors, L.L.C.,
its Investment Manager and Attorney-in-Fact
By: /s/ XXXXXX X. XXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Member
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WHITNEY EQUITY PARTNERS, L.P.
By: Whitney Equity Partners, LLC,
its General Partner
By:
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Name: Xxxxxxx X. Xxxxx
Title: Managing Member
X.X. XXXXXXX III, L.P.
By: X.X. Xxxxxxx Equity Partners III, LLC,
its General Partner
By:
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Name: Xxxxxxx X. Xxxxx
Title: Managing Member
WHITNEY STRATEGIC PARTNERS III, L.P.
By: X.X. Xxxxxxx Equity Partners III LLC,
its General Partner
By:
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Name: Xxxxxxx X. Xxxxx
Title: Managing Member
WHITNEY MEZZANINE FUND, L.P.
By: Whitney Group, LLC,
its General Partner
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Member
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/s/ XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
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