EXHIBIT 10.1
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JOINT TERMINATION OF FUNDING AGREEMENT
Joint Termination (this "TERMINATION"), dated as of July 12, 2002, of
that certain Funding Agreement dated as of May 15, 2002 and amended as of June
12, 2002, June 19, 2002, June 25, 2002 and July 2, 2002 among SpectraSite
Holdings, Inc. and SpectraSite Intermediate Holdings, LLC (together, the
"CO-ISSUERS") and the several purchasers named in Schedule I thereto (such
agreement being referred to herein as the "FUNDING AGREEMENT"). Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
them in the Funding Agreement.
WHEREAS the Co-Issuers and the Required Holders desire to terminate the
Funding Agreement pursuant to Section 7.01(a) thereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree, as
follows:
1. Pursuant to Section 7.01(a) of the Funding Agreement, the
Required Purchasers and the Co-Issuers hereby consent to the termination of the
Funding Agreement as and to the extent provided in Section 7.02 thereof,
effective as of the date hereof. The Required Purchasers and the Co-Issuers
hereby agree that within 10 days of the date of this Termination, the Purchasers
shall deliver to the Co-Issuers a final invoice of the amount of all remaining
fees and expenses to be reimbursed to the Purchasers by the Co-Issuers pursuant
to Section 8.01(a) of the Funding Agreement (other than any such fees and
expenses in connection with the consummation of any Alternative Transaction
financed by the Eligible Purchasers in accordance with Section 5.05 of the
Funding Agreement).
2. This Termination 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 Termination (or its
signature page thereof) shall be deemed to be an executed original thereof.
3. THIS TERMINATION SHALL BE GOVERNED BY, AND INTERPRETED AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
JOINT TERMINATION OF FUNDING AGREEMENT
SPECTRASITE HOLDINGS, INC.
By: /s/ Stephen H. Clark
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Name: Stephen H. Clark
Title: President and CEO
SPECTRASITE INTERMEDIATE HOLDINGS, LLC
By SpectraSite Holdings, Inc.
By: /s/ Stephen H. Clark
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Name: Stephen H. Clark
Title: President and CEO
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By WCAS VIII Associates, L.L.C., Its
General Partner
By: /s/ Jonathan Rather
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Name: Jonathan Rather
Title: Managing Member
WELSH, CARSON, ANDERSON & STOWE IX, L.P.
By WCAS IX Associates, L.L.C., Its
General Partner
By: /s/ Jonathan Rather
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Name: Jonathan Rather
Title: Managing Member
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