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EXHIBIT 10.5
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
April 20, 1999
To the several persons listed
in Schedules I, II, III and IV attached hereto:
Ladies and Gentlemen:
This will confirm that (a) with respect to the several individuals and
entities named as purchasers in the Preferred Stock Purchase Agreement, dated as
of February 10, 1999 (as amended, the "Purchase Agreement"), among SpectraSite
Holdings, Inc., a Delaware corporation (the "Company"), certain purchasers named
in Schedule I hereto (the "WCAS Purchasers"), certain purchasers named in
Schedule II hereto (the "Whitney Purchasers"), certain purchasers named in
Schedule III hereto (the "CIBC Purchasers") and certain purchasers named in
Schedule IV hereto (the "Additional Purchasers" and collectively with the WCAS
Purchasers, the Whitney Purchasers and the CIBC Purchasers, the "Purchasers"),
in consideration of the purchase by certain Purchasers on the date hereof of an
aggregate 46,286,795 shares of Series C Preferred Stock, par value $0.001 per
share, of the Company (the "Series C Preferred Stock"), and the acquisition by
certain Purchasers on the date hereof of an aggregate of 2,000,000 shares of
common stock, par value $0.001 per share (the "Common Stock"), pursuant to the
credit agreement and related agreements and instruments as contemplated by the
commitment letter and related term sheet, dated as of January 15, 1999, as
amended, providing for a credit facility of up to $710 million in favor of the
Company and its Affiliates (as defined in the Stockholders' Agreement), (b) with
respect to Tower Parent Corp., a Delaware corporation and a wholly-owned direct
subsidiary of Nextel Communications, Inc. ("TPC"), in consideration of the
acquisition by TPC of an aggregate 14,000,000 shares of Series C Preferred Stock
pursuant to the terms of that certain Agreement and Plan of Merger, dated as of
February 10, 1999 (as amended, the "Merger Agreement"), among TPC, Nextel
Communications, Inc., Tower Merger Vehicle, Inc., Tower Asset Sub, Inc., the
Company, SpectraSite Communications, Inc., SHI Merger Sub, Inc. and other
parties signatories thereto, and (c) with respect to the several stockholders of
the Company listed in Schedule IV hereto, in consideration of the entry by them
into the Third Amended and Restated Stockholders' Agreement, dated as of the
date hereof (the "Stockholders' Agreement"), among them, the Company, the
Purchasers and TPC, and as an inducement to them to consummate the transactions
contemplated by the Purchase Agreement, the Merger Agreement and the
Stockholders' Agreement, the Company hereby covenants and agrees with each of
you, and with each subsequent holder of Restricted Stock (as such term is
defined herein), and with each holder of Management Stock (as hereinafter
defined), as follows:
1. Certain Definitions. As used herein, the following terms shall have
the following respective meanings:
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"Commission" means the Securities and Exchange Commission, or any other
federal agency at the time administering the Securities Act.
"Common Stock" means the Common Stock, par value $.001 per share, of the
Company, as constituted as of the date of this Agreement, subject to adjustment
pursuant to the provisions of Section 10 hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Institutional Investors" shall mean the WCAS Purchasers, the Whitney
Purchasers, the CIBC Purchasers, Xxxxxx-Xxxxxx Media Partners, L.P., Kitty Hawk
Capital Limited Partnership, III, Kitty Hawk Capital Limited Partnership, IV,
Eagle Creek Capital, LLC and North Carolina Enterprise Fund, L.P., and their
respective successors and assigns.
"Management Stock" means the shares of Common Stock held by Xxxxxxx X.
Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx Xxxxx and the Xxxxxx Family Limited Partnership,
in each case, the certificates for which are required to bear the legend set
forth in Section 2 hereof.
"Management Stockholders" shall mean Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx,
Xxxxxxx Xxxxx and the Xxxxxx Family, L.P., and each of their successors and
assigns.
"Preferred Stock" shall mean the Company's Series A Preferred Stock, par
value $0.001 per share, the Company's Series B Preferred Stock, par value $0.001
per share, and the Company's Series C Preferred Stock, par value $0.001 per
share.
"Registration Expenses" means the expenses so described in Section 8
hereof.
"Restricted Stock" means the shares of (i) Common Stock (other than
Management Stock), (ii) Preferred Stock, or (iii) Common Stock into which shares
of Preferred Stock are convertible, in each case, the certificates for which are
required to bear the legend set forth in Section 2 hereof.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" means the expenses so described in Section 8 hereof.
2. Restrictive Legend. Each certificate representing the Common Stock,
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Preferred Stock and each certificate issued upon exchange, adjustment or
transfer thereof, other than in a public sale or as otherwise permitted by the
last paragraph of Section 3 hereof, shall be stamped or otherwise imprinted with
a legend substantially in the following form:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 NOR UNDER APPLICABLE STATE SECURITIES LAWS,
AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY
HAVE BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE."
3. Notice of Proposed Transfer. Prior to any proposed transfer of any
Restricted Stock or Management Stock, as the case may be (other than in a
registered offering as contemplated by Sections 4, 5 or 6 hereof), the holder
thereof shall give written notice to the Company of its intention to effect such
transfer. Each such notice shall describe the manner of the proposed transfer
and, if requested by the Company, shall be accompanied by an opinion of counsel
reasonably satisfactory to the Company to the effect that the proposed transfer
may be effected without registration under the Securities Act, whereupon,
subject to the terms of the Stockholders' Agreement, such holder shall be
entitled to transfer such securities in accordance with the terms of its notice;
provided, however, that no such opinion shall be required if such notice shall
cover a distribution by a holder of Restricted Stock that is a partnership or
limited liability company to a partner or member of such holder if such
distribution is made after the expiration of the holding period specified with
respect thereto in Rule 144(d)(1) under the Securities Act, pro rata in
accordance with the respective partnership or limited liability company
agreement of such Purchaser without payment of additional consideration therefor
by such partners or members. Each certificate for Restricted Stock or Management
Stock, as the case may be, transferred as above provided shall bear the legend
set forth in Section 2, unless (i) such transfer is in accordance with the
provisions of Rule 144 (or any other rule permitting public sale without
registration under the Securities Act) or (ii) the opinion of counsel referred
to above is to the further effect that the transferee and any subsequent
transferee (other than an Affiliate of the Company) would be entitled to
transfer such securities in a public sale without registration under the
Securities Act.
If at any time after an initial public offering of the Common Stock, any
holder of Restricted Stock or Management Stock shall intend to sell such
securities publicly (if permitted by Section 2 of the Stockholders' Agreement
and other than in a registered offering as contemplated by Sections 4, 5 or 6
hereof) or to distribute such securities in a manner that is likely to result in
sales into the public market, such holder shall give notice of such intention to
the Company, each Institutional Investor and TPC and shall refrain from
effecting any such sale or distribution for a period of five days. If other
holders shall have given notice of a similar intention at any time prior to the
end of such five day period, the holders of Restricted Stock or Management Stock
expressing such intention shall endeavor, subject to the provisions of the
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securities laws, to effect such sales or distributions in a manner that will not
adversely disrupt or otherwise adversely affect the market for the Common Stock.
Such holders shall agree that, to the extent practicable, they will sell their
securities through a single broker or market maker over a sufficient period of
time to permit an orderly disposition of such securities. Any such sales shall
be made proportionately based on the number of shares to be sold by each holder
or on such other basis as the holders may agree. Any holder of Restricted Stock
or Management Stock that intends to make a distribution of its shares shall
coordinate the timing and the magnitude of such distribution with the
distributions or sales of other holders in order to avoid adversely disrupting
the public market for the Common Stock. The holders of a majority of the shares
to be sold or distributed may require that all holders seeking to sell or
distribute shares dispose of such shares only by means of a registered public
offering pursuant to Sections 4, 5 or 6 hereof; provided that the amount of
securities proposed to be sold shall equal or exceed $50 million (without regard
to the stockholder percentage threshold set forth in Section 4).
The foregoing restrictions on transferability of Restricted Stock and
Management Stock shall terminate as to any particular shares of Restricted Stock
or Management Stock when such shares shall have been effectively registered
under the Securities Act and sold or otherwise disposed of in accordance with
the intended method of disposition by the seller or sellers thereof set forth in
the registration statement concerning such shares. In addition, the agreements
and restrictions contained in the immediately preceding paragraph shall
terminate (i) as to any holder of Restricted Stock or Management Stock, at such
time as such holder owns less than 5% of the Company's outstanding capital stock
and (ii) as to all holders of Restricted Stock and Management Stock, at such
time as the number of shares of Common Stock in the hands of the public exceeds
the number of shares of Restricted Stock and Management Stock. Whenever a holder
of Restricted Stock or Management Stock is able to provide a written opinion of
counsel to the Company (and its counsel) to the effect that the provisions of
Rule 144(k) of the Securities Act are available to such holder without
limitation, such holder of Restricted Stock or Management Stock shall be
entitled to receive from the Company, without expense, a new certificate not
bearing the restrictive legend set forth in Section 2.
4. Required Registration.
(a) At any time following the earliest of (A) the eighteen month
anniversary of an initial public offering effected prior to the second
anniversary of the date hereof, (B) 180 days after an initial public offering
effected on or after the second anniversary of the date hereof, and (C) the
third anniversary of the date hereof, and subject to the terms of Section 2 of
the Stockholders' Agreement, the holders of Restricted Stock constituting at
least 25% of the Restricted Stock outstanding at such time may request the
Company to register under the Securities Act all or any portion of the
Restricted Stock held by such requesting holder or holders for sale in the
manner specified in such notice; provided, however, that the only securities
which the Company shall be required to register pursuant hereto shall be shares
of Common Stock. For
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the purposes of calculating the holdings of outstanding Restricted Stock by
holders of Preferred Stock for purposes of this Section 4(a) and Section 13(d),
holders of Preferred Stock shall be treated as the holders of the number of
shares of Common Stock then issuable upon conversion of such Preferred Stock.
The Company shall have no obligation to effect a registration under this Section
4 unless the aggregate offering price of the securities requested to be sold
pursuant to such registration is, in the good faith judgment of the Company,
expected to be equal to or greater than $50 million.
(b) Promptly following receipt of any notice under this Section 4, the
Company shall immediately give written notice to any holders of Restricted Stock
from whom notice has not been received, and shall file and use its reasonable
best efforts to have declared effective a registration statement under the
Securities Act, for public sale in accordance with the method of disposition
specified in such notice from such requesting holders the number of shares of
Restricted Stock specified in such notice (and in any notices received from
other such holders of Restricted Stock within 20 days after their receipt of
such notice from the Company). If such method of disposition shall be an
underwritten public offering, the Company may designate the managing underwriter
of such offering which shall be a firm of recognized national standing, subject
to the approval of the selling holders of a majority of the Restricted Stock
included in the offering, which approval shall not be unreasonably withheld. The
number of shares of Restricted Stock to be included in such an underwriting may
be reduced (pro rata among all of the requesting holders based on the number of
shares requested by each holder to be included) if and to the extent that the
managing underwriter shall be of the opinion that such inclusion would adversely
affect the marketing of the securities to be sold therein. Notwithstanding
anything to the contrary contained herein, the obligation of the Company under
this Section 4 shall be deemed satisfied only when a registration statement
covering all shares of Restricted Stock specified in notices received as
aforesaid, for sale in accordance with the method of disposition specified by
the requesting holder, shall have become effective and, if such method of
disposition is a firm commitment underwritten public offering, all such shares
shall have been sold pursuant thereto.
(c) Each of the Company and holders of Management Stock, shall be
entitled to include in any registration statement referred to in this Section 4
for which the method of distribution is an underwritten public offering, for
sale in accordance with the method of disposition specified by the requesting
holders, shares of Common Stock to be sold by the Company for its own account,
or such other stockholders, as the case may be, except to the extent that, in
the opinion of the managing underwriter, such inclusion would adversely affect
the marketing of the Restricted Stock to be sold. Except as provided in this
paragraph (c), the Company will not effect any other registration of its Common
Stock, whether for its own account or that of other holders, from the date of
receipt of a notice from requesting holders pursuant to this Section 4 until the
completion of the period of distribution of the registration contemplated
thereby.
(d) Notwithstanding anything to the contrary contained herein, the
Company
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shall be obligated to register Restricted Stock pursuant to this Section 4 on
three occasions only.
5. Form S-3 Registration.
(a) If, at any time when Form S-3 is available for such registration and
subject to the terms of Section 2 of the Stockholders' Agreement, the Company
shall receive from any Institutional Investor or TPC a written request that the
Company effect a registration on Form S-3 of any of such holder's Restricted
Stock, the Company will promptly give written notice of the proposed
registration to all other holders of Restricted Stock, and, as soon as
practicable, effect such registration and all such related qualifications and
compliances as may be reasonably requested and as would permit or facilitate the
sale and distribution of all Restricted Stock as are specified in such request
and any written requests of other holders given within 20 days after receipt of
such notice. The Company shall have no obligation to effect a registration under
this Section 5 unless the aggregate offering price of the securities requested
to be sold pursuant to such registration is, in the good faith judgment of the
Company, expected to be equal to or greater than $10 million. If such
registration shall be an underwritten public offering, the Company may designate
the managing underwriter of such offering which shall be a firm of recognized
national standing, subject to the approval of the selling holders of a majority
of the Restricted Stock included in the offering, which approval shall not be
unreasonably withheld. The number of shares of Restricted Stock to be included
in such an underwriting may be reduced (pro rata among all of the requesting
holders based on the number of shares owned by each requesting holder) if and to
the extent that the managing underwriter shall be of the opinion that such
inclusion would adversely affect the marketing of the securities to be sold
therein.
(b) Registrations effected pursuant to this Section 5 shall not be
counted as requests for registration pursuant to Section 4. The Company shall
not be obligated to effect more than one registration pursuant to this Section 5
in any six month period.
6. Incidental Registration. Subject to the terms of Section 2 of the
Stockholders' Agreement, if the Company at any time (other than pursuant to
Section 4 or 5 hereof) proposes to register any of its Common Stock under the
Securities Act for sale to the public, whether for its own account or for the
account of other security holders or both (except with respect to registration
statements on Form S-4 or S-8 or another form not available for registering the
Restricted Stock for sale to the public), it will give written notice at such
time to all holders of outstanding Restricted Stock and Management Stock of its
intention to do so. Upon the written request of any such holder, given within 20
days after receipt of any such notice by the Company, to register any of its
Restricted Stock or Management Stock or both, as the case may be (which request
shall state the intended method of disposition thereof), the Company will use
its reasonable best efforts to cause the Restricted Stock or Management Stock or
both, as the case may be, as to which registration shall have been so requested
to be included in the securities to be covered by the registration statement
proposed to be filed by the Company, all to the extent requisite to permit the
sale or other disposition by the holder (in accordance with its written request)
of such Restricted Stock or Management Stock, as the case may be, so registered;
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provided that nothing herein shall prevent the Company from abandoning or
delaying such registration at any time. In the event that any registration
pursuant to this Section 6 shall be, in whole or in part, an underwritten public
offering of Common Stock, any request by a holder pursuant to this Section 6 to
register Restricted Stock or Management Stock, as the case may be, shall specify
that either (i) such Restricted Stock or Management Stock, as the case may be,
is to be included in the underwriting on the same terms and conditions as the
shares of Common Stock otherwise being sold through underwriters under such
registration or (ii) such Restricted Stock or Management Stock, as the case may
be, is to be sold in the open market without any underwriting, on terms and
conditions comparable to those normally applicable to offerings of common stock
in reasonably similar circumstances. The number of shares of Restricted Stock or
Management Stock or both, as the case may be, to be included in such an
underwriting may be reduced if and to the extent that the managing underwriter
shall be of the opinion that such inclusion would adversely affect the marketing
of the securities to be sold by the Company therein or by holders of Restricted
Stock. In such event, the Company shall include in such registration (subject to
the rights of any persons pursuant to the Old Registration Rights Agreement (as
defined herein)) (i) first, the securities the Company proposes to sell, (ii)
second, the Restricted Stock requested to be included in such registration, pro
rata among the holders thereof participating in such registration based upon the
number of shares owned by each such holder, (iii) third, the Management Stock
requested to be included in such registration, pro rata among the holders
thereof participating in such registration based upon the number of shares
requested by such holder, and (iv) fourth, other securities requested to be
included in such registration by persons other than holders of Restricted Stock
or Management Stock.
Notwithstanding anything to the contrary contained in this Section 6, in
the event that there is a firm commitment underwritten public offering of
securities of the Company pursuant to a registration covering Restricted Stock
or Management Stock or both, as the case may be, and a holder of Restricted
Stock or Management Stock, as the case may be, does not elect to sell his shares
to the underwriters of the Company's securities in connection with such
offering, such holder shall refrain from selling such shares or securities
convertible into or exchangeable for such shares, so registered pursuant to this
Section 6 during the period of distribution of the Company's securities by such
underwriters and the period in which the underwriting syndicate participates in
the after market; provided, however, that such holder shall, in any event, be
entitled to sell its shares commencing on the 181st day after the effective date
of such registration statement.
7. Registration Procedures. If and whenever the Company is required by
the provisions of Section 4, 5 or 6 hereof to use its best efforts to effect the
registration of any of the Restricted Stock or Management Stock or both, as the
case may be, under the Securities Act, the Company will, as expeditiously as
possible:
(a) prepare (and afford counsel for the selling holders reasonable
opportunity
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to review and comment thereon) and file with the Commission a registration
statement (which, in the case of an underwritten public offering pursuant to
Section 4 hereof, shall be on Form S-1 or another form of general applicability
satisfactory to the managing underwriter selected as therein provided) with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for the period of the distribution
contemplated thereby (determined as hereinafter provided);
(b) prepare (and afford counsel for the selling holders reasonable
opportunity to review and comment thereon) and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for the period specified in paragraph (a) above and as
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement in accordance with the
sellers' intended method of disposition set forth in such registration statement
for such period;
(c) furnish to each seller and to each underwriter such number of copies
of the registration statement and the prospectus included therein (including
each preliminary prospectus) as such persons may reasonably request in order to
facilitate the public sale or other disposition of the securities covered by
such registration statement;
(d) use its best efforts to register or qualify the securities covered by
such registration statement under the securities or blue sky laws of such
jurisdictions as the sellers of such securities or, in the case of an
underwritten public offering, the managing underwriter, shall reasonably request
(provided that the Company will not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to so
qualify but for this paragraph (d), (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any
jurisdiction);
(e) immediately notify each seller under such registration statement and
each underwriter, at any time when a prospectus relating thereto is required to
be delivered under the Securities Act, of the happening of any event as a result
of which the prospectus contained in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing;
(f) use its reasonable best efforts (if the offering is underwritten) to
furnish, at the request of any seller, on the date that Restricted Stock or
Management Stock or both, as the case may be, is delivered to the underwriters
for sale pursuant to such registration: (i) an opinion of counsel representing
the Company for the purposes of such registration, addressed to the underwriters
and to such seller and dated such date, stating that such registration statement
has become effective under the Securities Act and that (A) to the best knowledge
of such counsel, no stop order suspending the effectiveness thereof has been
issued and no proceedings for that purpose have been instituted or are pending
or contemplated under the Securities Act, (B) the
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registration statement, the related prospectus, and each amendment or supplement
thereof, comply as to form in all material respects with the requirements of the
Securities Act and the applicable rules and regulations of the Commission
thereunder (except that such counsel need express no opinion as to financial
statements, the notes thereto, and the financial schedules and other financial
and statistical data contained therein) and (C) to such other effects as may
reasonably be requested by counsel for the underwriters or by such seller or its
counsel, and (ii) a letter dated such date from the independent public
accountants retained by the Company, addressed to the underwriters, stating that
they are independent public accountants within the meaning of the Securities Act
and that, in the opinion of such accountants, the financial statements of the
Company included in the registration statement or the prospectus, or any
amendment or supplement thereof, comply as to form in all material respects with
the applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including information as
to the period ending no more than five business days prior to the date of such
letter) with respect to the registration in respect of which such letter is
being given as such underwriters or seller may reasonably request; and
(g) make available for inspection by each seller, any underwriter
participating in any distribution pursuant to such registration statement, and
any attorney, accountant or other agent retained by such seller or underwriter,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company's officers, directors and employees to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement and permit
such seller, attorney, accountant or agent to participate in the preparation of
such registration statement.
For purposes of paragraphs (a) and (b) above and of Section 4(c) hereof, the
period of distribution of Restricted Stock or Management Stock or both, as the
case may be, in a firm commitment underwritten public offering shall be deemed
to extend until each underwriter has completed the distribution of all
securities purchased by it, which period shall in no circumstances exceed six
months after the effective date of the related registration statement, and the
period of distribution of securities in any other registration shall be deemed
to extend until the earlier of the sale of all securities covered thereby or six
months after the effective date thereof.
In connection with each registration hereunder, the selling holders of
Restricted Stock and Management Stock, if applicable, will furnish to the
Company in writing such information with respect to themselves and the proposed
distribution by them as shall be reasonably necessary in order to assure
compliance with federal and applicable state securities laws. The Company shall
be under no obligation to register for any registration pursuant to this
Agreement the shares of Restricted Stock or Management Stock of any holder
unless such holder provides the information requested in accordance with the
preceding sentence within 20 days
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following receipt of the Company's request for such information.
In connection with each registration pursuant to Sections 4, 5 and 6
hereof covering an underwritten public offering, the Company and all holders of
Restricted Stock or Management Stock participating in such registration agree to
enter into a written agreement with the managing underwriter selected in the
manner herein provided in such form and containing such provisions as are
customary in the securities business for such an arrangement between major
underwriters and companies of the Company's size and investment stature,
provided, however, that such agreement shall not contain any such provision
applicable to the Company which is inconsistent with the provisions hereof and
provided, further, however, that the time and place of the closing under said
agreement shall be as mutually agreed upon among the Company, such managing
underwriter and the selling holders of Restricted Stock and Management Stock, if
applicable.
8. Expenses. All expenses incurred by the Company in complying with
Sections 4, 5 and 6 hereof, including without limitation all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees of the National Association
of Securities Dealers, Inc., transfer taxes, fees of transfer agents and
registrars and fees and expenses of one counsel for the sellers of Restricted
Stock and one counsel for the sellers of Management Stock, but excluding any
Selling Expenses, are herein called "Registration Expenses". All underwriting
discounts and selling commissions applicable to the sale of Restricted Stock or
Management Stock or both, as the case may be, are herein called "Selling
Expenses".
The Company will pay all Registration Expenses in connection with each
registration statement filed pursuant to Section 4, 5 or 6 hereof. All Selling
Expenses in connection with any registration statement filed pursuant to Section
4, 5 or 6 hereof shall be borne by the participating sellers in proportion to
the number of shares sold by each, or by such persons other than the Company
(except to the extent the Company shall be a seller) as they may agree.
9. Indemnification. In the event of a registration of any of the
Restricted Stock or Management Stock or both, as the case may be, under the
Securities Act pursuant to Section 4, 5 or 6 hereof, the Company will indemnify
and hold harmless each seller of such securities thereunder and each underwriter
of such securities thereunder and each other person, if any, who controls such
seller or underwriter within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such seller
or underwriter or controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement under which such Restricted Stock or Management Stock or both, as the
case may be, was registered under the Securities Act pursuant to Section 4, 5 or
6, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement
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thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each such seller, each
such underwriter and each such controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, in each case, as
such expenses are incurred; provided, however, that the Company will not be
liable in any such case if and to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
information furnished by such seller, such underwriter or such controlling
person in writing specifically for use in such registration statement or
prospectus.
In the event of a registration of any of the Restricted Stock or
Management Stock or both, as the case may be, under the Securities Act pursuant
to Section 4, 5 or 6 hereof, each seller of such Restricted Stock or Management
Stock, as the case may be, thereunder, severally and not jointly, will indemnify
and hold harmless the Company and each person, if any, who controls the Company
within the meaning of the Securities Act, each officer of the Company who signs
the registration statement, each director of the Company, each underwriter and
each person who controls any underwriter within the meaning of the Securities
Act, against all losses, claims, damages or liabilities, joint or several, to
which the Company or such officer or director or underwriter or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the registration statement under which such
securities was registered under the Securities Act pursuant to Section 4, 5 or
6, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company and each such officer, director, underwriter and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that such seller will be liable
hereunder in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information pertaining to such seller, as such, furnished
in writing to the Company by such seller specifically for use in such
registration statement or prospectus; provided, further, however, that the
liability of each seller hereunder shall be limited to the proceeds (net of
underwriting discounts and commissions) received by such seller from the sale of
Restricted Stock or Management Stock, as the case may be, covered by such
registration statement.
Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which
11
12
it may have to any indemnified party other than under this Section 9. In case
any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel satisfactory to such
indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 9 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; 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 reasonably
concluded that there may be reasonable 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 reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the
right to select a separate counsel and to assume such legal defenses and
otherwise to participate 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.
Notwithstanding the foregoing, any indemnified party shall have the right
to retain its own counsel in any such action, but the fees and disbursements of
such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party shall have failed to retain counsel for the indemnified
person as aforesaid or (ii) the indemnifying party and such indemnified party
shall have mutually agreed to the retention of such counsel. It is understood
that the indemnifying party shall not, in connection with any action or related
actions in the same jurisdiction, be liable for the fees and disbursements of
more than one separate firm qualified in such jurisdiction to act as counsel for
the indemnified party. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
If the indemnification provided for in the first two paragraphs of this
Section 9 is unavailable or insufficient to hold harmless an indemnified party
under such paragraphs in respect of any losses, claims, damages or liabilities
or actions 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 losses, claims,
damages, liabilities or actions in such proportion as appropriate to reflect the
relative fault of the Company, on the one hand, and the underwriters and the
sellers of such Restricted Stock or Management Stock, as the case may be, on the
other, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or actions as well as any other relevant
equitable considerations, including the failure to give any notice under the
third paragraph of this Section 9. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact relates to information
12
13
supplied by the Company, on the one hand, or the underwriters and the sellers of
such securities on the other, and to the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and each of you agree that it would not be just and
equitable if contributions pursuant to this paragraph were determined by pro
rata allocation (even if all of the sellers of such Restricted Stock or
Management Stock, as the case may be, were treated as one entity for such
purpose) or by any other method of allocation which did not take account of the
equitable considerations referred to above in this paragraph. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
liabilities or action in respect thereof, referred to above in this paragraph,
shall be deemed to include 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 paragraph, the sellers
of such Restricted Stock or Management Stock, as the case may be, shall not be
required to contribute any amount in excess of the amount, if any, by which the
total price at which the Common Stock sold by each of them was offered to the
public exceeds the amount of any damages which they would have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission. No person guilty of fraudulent misrepresentations (within the meaning
of Section 11(f) of the Securities Act), shall be entitled to contribution from
any person who is not guilty of such fraudulent misrepresentation.
The indemnification of underwriters provided for in this Section 9 shall
be on such other terms and conditions as are at the time customary and
reasonably required by such underwriters.
10. Changes in Common Stock. If, and as often as, there are any changes
in the Common Stock by way of stock split, stock dividend, combination or
reclassification, or through merger, consolidation, reorganization or
recapitalization (including a merger or consolidation in which the holders of
Common Stock receive securities of an acquiror or its parent), or by any other
means, appropriate adjustment shall be made in the provisions hereof, as may be
required, so that the rights and privileges granted hereby shall continue with
respect to the Common Stock as so changed.
11. Representations and Warranties of the Company. The Company represents
and warrants to you as follows:
(a) The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or other
agency of government, the Certificate of Incorporation or By-laws of the
Company, or any provision of any indenture, agreement or other instrument
to which it or any of its properties or assets is bound, or conflict with,
result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such indenture, agreement or other instrument, or
result
13
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in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the properties or assets of the Company.
(b) This Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to considerations of
public policy in the case of the indemnification provisions hereof.
12. Rule 144 Reporting. The Company agrees with you as follows:
(a) The Company shall make and keep public information available, as
Those terms are understood and defined in Rule 144 under the Securities
Act, at all times from and after the date it is first required to do so
(and without regard to whether or not it is required to do so at any time
from and after such date, the Company will file with the Commission such
periodic and other reports as an issuer of securities that is a reporting
company, as those terms are understood and defined in the Exchange Act,
would be required to file with the Commission in compliance with such
Exchange Act, unless the Commission refuses to accept such materials for
filing).
(b) The Company shall file with the Commission in a timely manner all
reports and other documents as the Commission may prescribe under Section
13(a) or 15(d) of the Exchange Act at any time after the Company is subject
to such reporting requirements of the Exchange Act.
(c) The Company shall furnish to such holder of Restricted Stock
forthwith upon request (i) a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from
and after the date it first becomes subject to such reporting requirements)
and of the Securities Act and the Exchange Act (whether or not at such time
it is subject to such reporting requirements), (ii) a copy of the most
recent annual or quarterly report of the Company, and (iii) such other
reports and documents so filed as a holder may reasonably request to avail
itself of any rule or regulation of the Commission allowing a holder of
Restricted Stock to sell any such securities without registration.
13. Miscellaneous.
(a) Notwithstanding anything herein to the contrary, the Company may
defer the filing of a registration statement with respect to any
registration required by Section 4 or 5 for a reasonable period of time not
in excess of 90 calendar days (the "Deferral Period") if the Company's
Board of Directors determines, in its reasonable business judgment, that
such registration and offering could materially interfere with bona fide
financing or acquisition plans of the Company or would require disclosure
of information, the premature disclosure of which could, in the Board's
reasonable
14
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judgment, materially and adversely affect the Company. If the Board of
Directors of the Company makes such determination, the Company shall give
written notice (the "Deferral Notice") of such determination to the
stockholders requesting registration; provided, that, the Company may
exercise its right to delay a registration requested under Section 4 or 5
hereunder only once in any twelve-month period. The Company shall notify
the stockholders requesting registration of the expiration of the Deferral
Period and shall cause the registration statement with respect to the
requested registration to be filed on the fifth business day following the
expiration of the Deferral Period (the "Withdrawal Period") (or, if
registration on such date is not practicable, as promptly as possible
thereafter) unless, prior to the expiration of the Withdrawal Period, the
stockholders requesting registration holding a majority of the shares
requested to be included in such registration, by written notice to the
Company, withdraw the request made, in which case, such request made shall
not count as a requested registration under Section 4 or 5, as the case may
be.
(b) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto whether so
expressed or not. Without limiting the generality of the foregoing, the
registration rights conferred herein on the holders of Restricted Stock and
Management Stock shall inure to the benefit of any and all subsequent
holders from time to time of the Restricted Stock and Management Stock,
respectively, for so long as the certificates representing the Restricted
Stock or Management Stock, as the case may be, shall be required to bear
the legend specified in Section 2 hereof.
(c) All notices, requests, consents and other communications hereunder
shall be in writing and shall be mailed by first class registered mail,
postage prepaid, addressed as follows:
if to the Company, to it at
SpectraSite Holdings, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx, Xxxxx Xxxxxxxx 00000
Attention: President
with a copy to:
Dow, Xxxxxx & Xxxxxxxxx, PLLC
0000 Xxx Xxxxxxxxx Xxxxxx, X.X.
Suite 800
15
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Washington, D.C. 20036
Attention: Xxxx X. Xxxxxx, Xx.
if to any holder of Restricted Stock or Management Stock, at the address
as set forth under such holder's name in Schedule I hereto;
if to any subsequent holder of Restricted Stock or Management Stock, to
such holder at such address as may have been furnished to the Company in writing
by such holder;
with a copy (if to a holder of Restricted Stock affiliated with Welsh,
Carson, Xxxxxxxx & Xxxxx) to:
Reboul, MacMurray, Xxxxxx,
Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
with a copy (if to a holder of Restricted Stock affiliated with X. X.
Xxxxxxx & Co.) to:
Xxxxxxxx Xxxxx Singer & Xxxxxxxxx, LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
with a copy (if to a holder of Restricted Stock affiliated with the CIBC
Purchasers) to:
CIBC Xxxxxxxxxxx Corp.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxx
and a copy to:
Xxxxxx Xxxxxx & Xxxxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx, Esq.
or, in any case, at such other address or addresses as shall have been
furnished in writing
16
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to the Company (in the case of a holder of Restricted Stock or Management Stock)
or to the holders of Restricted Stock or Management Stock (in the case of the
Company).
(d) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS
OF LAW OF SUCH STATE.
(e) This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof. This Agreement amends and restates
and supersedes in its entirety the Amended and Restated Registration Rights
Agreement, dated as of March 23, 1998 (the "Old Registration Rights
Agreement"), for all parties hereto and thereto, except that if and to the
extent a party to such Old Registration Rights Agreement is not a party
hereto, such agreement shall remain in effect unamended as to such person.
This Agreement may not be modified or amended except in writing signed by
the Company and the holders of not less than 60% of the voting power of the
Restricted Stock and Management Stock then outstanding (assuming for this
purpose that all shares of Preferred Stock have been converted into shares
of Common Stock and excluding for this purpose any limitations on voting
power affecting entities regulated by the Bank Holding Company Act of 1956,
as amended); provided, however, that any modification or amendment that
adversely affects the rights or privileges of any holder of Restricted
Stock or Management Stock and does not affect the other holders of
Restricted Stock or Management Stock in a substantially similar manner
shall require the prior consent of such adversely affected holder; and
further provided that any modification or amendment to or affecting
Sections 5 and 12 shall require the prior consent of a majority in interest
of the WCAS Purchasers, the Whitney Purchasers, the CIBC Purchasers and
TPC, so long as such party (or its permitted successors and assigns) owns
at least 5% of the outstanding shares of Restricted Stock.
(f) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(g) Headings of articles, sections and paragraphs of this Agreement are
inserted for convenience of reference only and shall not affect the
interpretation or be deemed to constitute a part hereof.
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Please indicate your acceptance of the foregoing by signing and returning
the enclosed counterpart of this letter, whereupon this letter (herein sometimes
called "this Agreement") shall be a binding agreement between the Company and
you.
Very truly yours,
SPECTRASITE HOLDINGS, INC.
By:/s/ XXXXX X. XXXXXX
------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
AGREED TO AND ACCEPTED
as of the date first
above written.
WELSH, CARSON, XXXXXXXX & XXXXX VIII, L.P.
By WCAS VIII Associates, L.L.C., General Partner
By /s/ XXXXX XXX XXXXX
---------------------------
Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C., General Partner
By /s/ XXXXX XXX XXXXX
---------------------------
Managing Member
WCAS INFORMATION PARTNERS, L.P.
By /s/ XXXXX XXX XXXXX
---------------------------
General Partner
Attorney-in-Fact
18
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/s/ XXXXXXX XXXXXX
------------------------------
XXXXXXX XXXXXX
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxxx X. XxXxxxxxx
Xxxxx XxxXxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. xx Xxxxxx
Xxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
D. Xxxxx Xxxxxxx
By /s/ XXXXX X. XXX XXXXX
---------------------------------
Xxxxx X. Xxx Xxxxx
Individually and
as Attorney-in-fact
TRUST U/A DATED 11/26/84 FBO
XXXX XXXXX
By: /s/ XXXXX XXX XXXXX
---------------------------
Xxxxx Xxx Xxxxx
Trustee
TRUST U/A DATED 11/26/84 FBO
XXXXXXX XXXXX
By: /s/ XXXXX XXX XXXXX
---------------------------
Xxxxx Xxx Xxxxx
Trustee
19
20
TRUST U/A DATED 11/26/84 FBO
XXXXXXXX XXXXX
By: /s/ XXXXX XXX XXXXX
---------------------------
Xxxxx Xxx Xxxxx
Trustee
TOWER PARENT CORP.
By:/s/ XXXXXX X. XXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxx
Title:
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: /s/ XXXX X. XXXXXX
---------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
CO-INVESTMENT MERCHANT FUND 3, LLC
By: /s/ XXXX X. XXXXXX
---------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Director
20
21
CARAVELLE INVESTMENT FUND, L.L.C.
By: Caravelle Advisors, L.L.C.,
As its Investment Manager and
Attorney-in-Fact
By: /s/ XXXXX XXXXXXXX
---------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
WHITNEY EQUITY PARTNERS, L.P.
By: Whitney Equity Partners, LLC,
Its General Partner
By: /s/ XXXXXX X. X'XXXXX
---------------------------
Name: Xxxxxx X. X'Xxxxx
Title: A Managing Member
X. X. XXXXXXX III, L.P.
By: X. X. Xxxxxxx Equity Partners III, L.L.C.,
Its General Partner
By /s/ XXXXXX X. X'XXXXX
---------------------------
Name: Xxxxxx X. X'Xxxxx
Title: A Managing Member
WHITNEY STRATEGIC PARTNERS III, L.P.
By: X. X. Xxxxxxx Equity Partners III L.L.C.,
Its General Partner
By /s/ XXXXXX X. X'XXXXX
---------------------------
Name: Xxxxxx X. X'Xxxxx
Title: A Managing Member
21
22
WHITNEY MEZZANINE MANAGEMENT COMPANY, L.L.C.
By: Whitney Holdings, LLC,
Member
By /s/ XXXXXX X. X'XXXXX
---------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Managing Director
XXXXXX XXXXXX MEDIA PARTNERS, L.P.
By: Xxxxxx Xxxxxx Media Partners, LLC
Its General Partner
By /s/ XXXXXX X. XXXXXXXXX, XX.
------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
KITTY HAWK CAPITAL LIMITED PARTNERSHIP, III
By: Kitty Hawk Partners Limited Partnership, III
Its General Partner
By: /s/ W. XXXXX XXXXXX
---------------------------
Name: W. Xxxxx Xxxxxx
Title: General Partner
KITTY HAWK CAPITAL LIMITED PARTNERSHIP, IV
By: Kitty Hawk Partners LLC, IV
Its General Partner
By: /s/ W. XXXXX XXXXXX
---------------------------
Name: W. Xxxxx Xxxxxx
Title: General Partner
22
23
EAGLE CREEK CAPITAL, LLC
By: /s/ XXXXX XXXXXXXX
---------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Partner
/s/ XXXXXXX X. XXXXX
---------------------------
XXXXXXX X. XXXXX
/s/ XXXXX X. XXXXXX
---------------------------
XXXXX X. XXXXXX
XXXXXX FAMILY LIMITED PARTNERSHIP
By: /s/ XXX XXXXXX
---------------------------
Name: Xxx Xxxxxx
Title: Managing General Partner
THE NORTH CAROLINA ENTERPRISE FUND, L.P.
By: The North Carolina Enterprise Corporation,
Its General Partner
By: /s/ XXXXXXX X. XXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
23
24
/s/ XXXXXX X. XXXXXXXXX
---------------------------
XXXXXX X. XXXXXXXXX
/s/ XXXX X. XXXXXXX
---------------------------
XXXX X. XXXXXXX
/s/ XXXXX X. XXXXXX
---------------------------
XXXXX X. XXXXXX
/s/ XXXXXXX X. XXXXXX
---------------------------
XXXXXXX X. XXXXXX
THE PRICE FAMILY LIMITED PARTNERSHIP
By: /s/ XXXXXXX X. XXXXX
---------------------------
Xxxxxxx X. Xxxxx
General Partner
XXXXXX XX
By: /s/ XXXX XXXXXXXX
---------------------------
Xxxx Xxxxxxxx
General Partner
/s/ XXXXXXX XXXXX
---------------------------
XXXXXXX XXXXX
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SCHEDULE I
Name and Address of Purchaser
Welsh, Carson, Xxxxxxxx
& Xxxxx VIII, L.P.
WCAS Capital Partners III, L.P.
WCAS Information Partners, L.P.
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxx
Xxxxxx X. XxXxxxxxx
Xxxxx XxxXxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. xx Xxxxxx
Xxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxx
D. Xxxxx Xxxxxxx
Xxxxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxx
Trust U/A Dated 11/26/84 FBO Xxxx Xxxxx
Trust U/A Dated 11/26/84 FBO Xxxxxxx Xxxxx
Trust U/A Dated 11/26/84 FBO Xxxxxxxx Xxxxx
26
c/o Welsh, Carson, Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxx
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27
SCHEDULE II
Whitney Purchasers
Name and Address of Purchaser
Whitney Equity Partners, L.P.
c/o X. X. Xxxxxxx & Co.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
X. X. Xxxxxxx III, L.P.
c/o X. X. Xxxxxxx & Co.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Whitney Strategic Partners III, L.P.
c/o X. X. Xxxxxxx & Co.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Whitney Mezzanine Management Company, L.L.C.
c/o X. X. Xxxxxxx & Co.
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
27
28
SCHEDULE III
CIBC Purchasers
Name and Address of Purchaser
CIBC WG Argosy Merchant Fund 2, L.L.C.
Co-Investment Merchant Fund 3, LLC
Caravelle Investment Fund, L.L.C.
c/o CIBC Xxxxxxxxxxx Corp.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxx
28
29
SCHEDULE IV
Additional Purchasers
Name and Address of Purchaser
Tower Parent Corp.
c/o Nextel Communications, Inc.
0000 Xxxx Xxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
Attention: General Counsel
Xxxxxx-Xxxxxx Media Partners, L.P.
00 Xxxxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Kitty Hawk Capital Limited Partnership, III
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Kitty Hawk Capital Limited Partnership, IV
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Eagle Creek Capital, LLC
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
North Carolina Enterprise Fund, L.P.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxxxx X. Xxxxx
SpectraSite Communications, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxx 000
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30
Xxxx, Xxxxx Xxxxxxxx 00000
Xxxxx X. Xxxxxx
SpectraSite Communications, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx, Xxxxx Xxxxxxxx 00000
Xxxxxx Family Limited Partnership
00 Xxxxxxxxx Xxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Xxxxxx X. Xxxxxxxxx
PCX Corporation
0000-X Xxx 00X
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxx X. Xxxxxxx
PCX Corporation
0000-X Xxx 00X
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx X. Xxxxxx
PCX Corporation
0000-X Xxx 00X
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxxxx X. Xxxxxx
PCX Corporation
0000-X Xxx 00X
Xxxxxxx, Xxxxx Xxxxxxxx 00000
The Price Family Limited Partnership
0 Xxxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Xxxxxx XX
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxx
SpectraSite Communications, Inc.
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31
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx, Xxxxx Xxxxxxxx 00000
31