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EXHIBIT 10.17
SPECTRASITE HOLDINGS, INC.
Suite 570, 0000 Xxxxxxx Xxxxxxx
Xxxx, Xxxxx Xxxxxxxx 00000
March 23, 1998
W. Xxxxx Xxxxxx
Kitty Xxxx Capital
0000 Xxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Re: Management Rights
Dear Xxxxx:
This letter will confirm our agreement that in connection with the
purchase by Kitty Hawk Capital Limited Partnership, IV ("Xxxxx Xxxx XX") of
307,216 shares of Series B Cumulative Convertible Redeemable Preferred Stock of
SpectraSite Holdings, Inc. (the "Company"), you will be entitled to the
following contractual management rights, in addition to rights to certain
non-public financial information, inspection rights and other rights
specifically provided to you under the Stock Purchase Agreement of even date
herewith by and among the Company, Xxxxx Xxxx XX and certain other investors.
(1) If and for so long as you do not have a representative on the
Company's Board of Directors ("Unrepresented Party"), you shall be permitted to
select one representative ("Representative") to consult with and advise
management of the Company on significant business issues, including management's
proposed annual operating plans, and management will make itself available to
meet with your Representative regularly during each year at the Company's
facilities at mutually agreeable times for such consultation and advice and to
review progress in achieving said plans.
(2) If and for so long as you are an Unrepresented Party, your
Representative may examine the books and records of the Company and inspect its
facilities and may request information at reasonable times and intervals
concerning the general status of the Company's financial condition and
operations, provided that access to highly confidential proprietary information
and facilities need not be provided.
(3) If and for so long as you are an Unrepresented Party, the
Company shall invite you to send your Representative to attend in a nonvoting
observer capacity all meetings of its Board of Directors and, in this respect,
shall give your Representative copies of all notices, minutes, consents and
other material that it provides to its Directors; provided, however, that the
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Company reserves the right to exclude your Representative from access to any
material or meeting or portion thereof if the Company believes upon advice of
counsel that such exclusion is reasonably necessary to preserve the
attorney-client privilege, to protect highly confidential proprietary
information or for other similar reasons. Your Representative may participate in
discussions of matters brought to the Board.
The rights described herein shall terminate and be of no further
force or effect upon the earliest to occur of (a) the closing of a public
offering of shares of the Company's capital stock pursuant to a registration
statement filed by the Company under the Securities Act of 1933 which has become
effective thereunder (other than a registration statement relating solely to
employee benefit plans or transaction covered by Rule 145), (b) such time as the
Company becomes required to file reports with the Securities and Exchange
Commission under Sections 12(g) or15(d) of the Securities Exchange Act of 1934,
or (c) such time as you hold, in the aggregate, less than 20% of the Series A
Convertible Preferred Stock purchased by you on the date hereof.
Very truly yours,
SpectraSite Holdings, Inc.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
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