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EXHIBIT 10.3
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of May 29, 1998
(the "First Amendment"), by and among SpectraSite Holdings, Inc., a Delaware
corporation (the "Company"), and 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, The North Carolina
Enterprise Fund, L.P., a North Carolina limited partnership, Xxxxxx Family
Limited Partnership, an Arkansas limited partnership, Xxxxxxx X. Xxxxxx, Xxxx X.
Xxxxxxx, and Xxxxx X. Xxxxxx (collectively, the "Stockholders").
WHEREAS, the Company and the Stockholders are parties to a Stock
Purchase Agreement, dated as of March 23, 1998 (the "Stock Purchase Agreement");
and
WHEREAS, pursuant to Section 9 of the Stock Purchase Agreement, the
Company and the Stockholders desire to amend and modify the provisions of the
Stock Purchase 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. Amendment of Section 3.18. The provisions of the second sentence
of Section 3.18 (Tower Agreements) of the Stock Purchase Agreement are hereby
deleted in their entirety.
2. Amendment of Section 3.19. The provisions of Section 3.19 (Bank
Loan) of the Stock Purchase Agreement are hereby deleted in their entirety and
replaced with the following:
3.19 Debt Financing. As of the Second Closing Date, the Company shall
have: (a) entered into definitive agreements with Credit Suisse First
Boston and/or certain other lending institution(s), pursuant to which
such institution(s) shall have provided the Company with a
$50,000,000 revolving credit facility or (b) consummated the issuance
and sale of at least $50,000,000 of its Senior Discount Notes which
are being underwritten by Credit Suisse First Boston Corporation,
Xxxxxx Brothers Inc., and CIBC Xxxxxxxxxxx Corp.
3. Effect of First Amendment. The provisions of the Stock Purchase
Agreement are hereby amended and modified by the provisions of this First
Amendment.
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If any of the provisions of the Stock Purchase 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
Stock Purchase Agreement shall, to the extent of such difference or
inconsistency, be deemed to be amended and modified.
4. Single Agreement. This First Amendment and the Stock Purchase
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 Stock Purchase 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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Name: Xxxxxx X. Xxxxxxxxx, Xx.
A 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
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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
EAGLE CREEK CAPITAL, L.L.C.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
A Manager
THE NORTH CAROLINA ENTERPRISE FUND, L.P.
By: The North Carolina Enterprise
Corporation,
General Partner
By:/s/ Xxxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
Title:President & CEO
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XXXXXX FAMILY LIMITED PARTNERSHIP
By:/s/ Xxx X. Xxxxxx III
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Name: Xxx X. Xxxxxx III
Title: Managing General Partner
/s/ XXXXXXX X.XXXXXX
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XXXXXXX X. XXXXXX
/s/ XXXX X. XXXXXXX
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XXXX X. XXXXXXX
/S/ XXXXX X. XXXXXX
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XXXXX X. XXXXXX
