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EXHIBIT 10.7
FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDERS'
AGREEMENT, dated as of May 29, 1998 (the "First Amendment"), by and among
SpectraSite Holdings, Inc., a Delaware corporation (the "Company"), the "Whitney
Funds," as defined in the "Stockholders' Agreement," as defined herein, and the
other parties that execute and deliver this First Amendment who are a majority
of the other holders of the Company's "Series B Preferred Stock," as defined in
the Stockholders' Agreement (calculated on a fully-diluted basis) (the
"Stockholders").
WHEREAS, the Company, Whitney Equity Partners, L.P., a Delaware
limited partnership, X. X. Xxxxxxx III, L.P., a Delaware limited partnership,
Whitney Strategic Partners III, L.P., a Delaware limited partnership,
Xxxxxx-Xxxxxx Media Partners, L.P., a Delaware limited partnership, Kitty Hawk
Capital Limited Partnership, III, a Delaware limited partnership, Kitty Hawk
Capital Limited Partnership, IV, a Delaware limited partnership, Eagle Creek
Capital, L.L.C., a Washington limited liability company, Xxxxxxx X. Xxxxx,
Xxxxxx X. Xxxx, Xxxxxx Family Limited Partnership, an Arkansas limited
partnership, The North Carolina Enterprise Fund, L.P., a North Carolina limited
partnership, Xxxxxx X. Xxxxxxxxx, Xxxx X. Xxxxxxx, Xxxxx X. Xxxxxx, and Xxxxxxx
X. Xxxxxx are parties to a Second Amended and Restated Stockholders' Agreement,
dated as of March 23, 1998 (the "Stockholders' Agreement"); and
WHEREAS, pursuant to Section 15 of the Stockholders' Agreement, the
Company and the Stockholders desire to amend and modify the provisions of the
Stockholders' Agreement in the manner and to the extent set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, the Company and the Stockholders hereby agree as follows:
1. Deletion of Section 7. The provisions of Section 7 (Put Rights)
of the Stockholders' Agreement are hereby deleted in their entirety.
2. Effect of First Amendment. The provisions of the Stockholders'
Agreement are hereby amended and modified by the provisions of this First
Amendment. If any of the provisions of the Stockholders' Agreement are
materially different from or inconsistent with the provisions of this First
Amendment, the provisions of this First Amendment shall control, and the
provisions of the Stockholders' Agreement shall, to the extent of such
difference or inconsistency, be deemed to be amended and modified.
3. Single Agreement. This First Amendment and the Stockholders'
Agreement, as amended and modified by the provisions of this First Amendment,
shall constitute and shall be construed as a single agreement. The provisions of
the
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Stockholders' Agreement, as amended and modified by the provisions of this
First Amendment, are incorporated herein by this reference and are ratified and
affirmed.
IN WITNESS WHEREOF, this First Amendment has been executed and
delivered by the Company and the Stockholders as of the date first written
above.
SPECTRASITE HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: President
WHITNEY EQUITY PARTNERS, L.P.
By: X. X. Xxxxxxx Equity Partners, LLC,
Its General Partner
By: /s/ XXXXXX X. X'XXXXX
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Name: Xxxxxx X. X'Xxxxx
A Managing Member
X. X. XXXXXXX III, L.P.
By: X. X. Xxxxxxx Equity Partners III, LLC
Its General Partner
By: /s/ XXXXXX X. X'XXXXX
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Name: Xxxxxx X. X'Xxxxx
A Managing Member
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WHITNEY STRATEGIC PARTNERS III, L.P.
By: X. X. Xxxxxxx Equity Partners III, LLC
Its General Partner
By: /s/ XXXXXX X. X'XXXXX
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Name: Xxxxxx X. X'Xxxxx
A Managing Member
XXXXXX-XXXXXX MEDIA PARTNERS, L.P.
By: Xxxxxx-Xxxxxx Media, LLC
Its General Partner
By: /s/ XXXXXX X. XXXXXXXXX, XX.
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Title: General Partner
KITTY HAWK CAPITAL LIMITED PARTNERSHIP, III
By: Kitty Hawk Partners Limited
Partnership, III,
Its General Partner
By: /s/ W. XXXXX XXXXXX
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Name: W. Xxxxx Xxxxxx
A General Partner
KITTY HAWK CAPITAL LIMITED PARTNERSHIP, IV
By: Kitty Hawk Partners LLC, IV
Its General Partner
By: /s/ W. XXXXX XXXXXX
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Name: W. Xxxxx Xxxxxx
A Manager
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EAGLE CREEK CAPITAL, L.L.C.
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
A Manager
/s/ XXXXXXX X. XXXXX
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XXXXXXX X. XXXXX
/s/ XXXXXX X. XXXX
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XXXXXX X. XXXX
XXXXXX FAMILY PARTNERSHIP
By: /s/ XXX X. XXXXXX III
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Name: Xxx X. Xxxxxx III
Title: General Partner
THE NORTH CAROLINA ENTERPRISE
FUND, L.P.
By: The North Carolina Enterprise
Corporation,
General Partner
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: President & CEO
/s/ XXXXXX X. XXXXXXXXX
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XXXXXX X. XXXXXXXXX
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/s/ XXXX X. XXXXXXX
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XXXX X. XXXXXXX
/s/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
/s/ XXXXXXX X. XXXXXX
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XXXXXXX X. XXXXXX
