EXHIBIT 10.6
October 3, 2002
SpectraSite Holdings, Inc.
100 Regency Forest
Suite 400
Cary, NC 27511
Gentlemen:
Each of the parties set forth on Annex A hereto (collectively with
their successors, the "WCAS SHAREHOLDERS") hereby irrevocably agrees with
SpectraSite Holdings, Inc. (the "COMPANY") with respect to any vote submitted to
the common stockholders of the Company to vote all shares of common stock of the
Company beneficially owned in aggregate by the WCAS Shareholders in excess of
9.9% of the outstanding shares of common stock of the Company in proportion to
all votes cast by the other holders of common stock of the Company (as
determined by the Company in its sole discretion and excluding for these
purposes all shares of common stock beneficially owned by the WCAS
Shareholders).
The WCAS Shareholders further irrevocably agree that they will not, and
will not permit any of their respective affiliates to, sell or otherwise
transfer, or agree to sell or otherwise transfer, directly or indirectly, any
shares of common stock of the Company beneficially owned by the WCAS
Shareholders, except: (1) to any person who agrees in writing to be bound by the
terms of this Agreement; (2) to any person or group who, after giving effect to
such sale or transfer, would beneficially own shares of common stock
representing in the aggregate 9.9% or less of the outstanding shares of common
stock of the Company, calculated on a fully-diluted basis; (3) pursuant to a
firm commitment, underwritten distribution to the public, registered under the
Securities Act of 1933, as amended, in which the WCAS Shareholders use their
reasonable best efforts to effect as wide a distribution of such shares of
common stock as is reasonably practicable; (4) pursuant to Rule 144 of the
General Rules and Regulations of the Securities Act of 1933; and (5) pursuant to
a
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tender or exchange offer or merger made by the Company or recommended by the
Company's board of directors to the Company's stockholders.
Sincerely,
WELSH, CARSON, ANDERSON & STOWE
VIII, L.P.
By WCAS VIII Associates, L.L.C.,
its General Partner
By: /s/ JONATHAN RATHER
------------------------------------
Name: Jonathan Rather
Title: Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C.,
its General Partner
By: /s/ JONATHAN RATHER
------------------------------------
Name: Jonathan Rather
Title: Managing Member
WCAS INFORMATION PARTNERS, L.P.
By: /s/ JONATHAN RATHER
------------------------------------
Name: Jonathan Rather
Title: General Partner
Attorney-in-Fact
---------------------------------------------
KENNETH MELKUS
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PATRICK J. WELSH
RUSSELL L. CARSON
BRUCE K ANDERSON
THOMAS E. MCINERNEY
ROBERT A. MINICUCCI
LAWRENCE B. SORREL
ANTHONY J. DE NICOLA
PAUL B. QUEALLY
ANDREW M. PAUL
LAURA VANBUREN
PRISCILLA A. NEWMAN
By: /s/ JONATHAN RATHER
------------------------------------
Name: Jonathan Rather
Individual and
Attorney-in-Fact
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TRUST U/A DATED 11/26/84
FBO ERIC WELSH
By:
-----------------------------------
Name: Carol Ann Welsh
Title: Trustee
TRUST U/A DATED 11/26/84
FBO RANDALL WELSH
By:
-----------------------------------
Name: Carol Ann Welsh
Title: Trustee
TRUST U/A DATED 11/26/84
FBO JENNIFER WELSH
By:
-----------------------------------
Name: Carol Ann Welsh
Title: Trustee
Accepted as of the date
first above mentioned
SPECTRASITE HOLDINGS, INC.
By: /s/ STEPHEN H. CLARK
-------------------------------------
Stephen H. Clark
President and Chief Executive Officer
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