EXHIBIT 10.7
TERMINATION AGREEMENT
TO THE THIRD AMENDED
AND RESTATED STOCKHOLDERS' AGREEMENT
Agreement dated as of October 4, 2002, by and among SpectraSite
Holdings, Inc., a Delaware corporation (the "COMPANY"), and the parties set
forth on the signature pages hereto terminating the Third Amended and Restated
Stockholders' Agreement, dated as of April 20, 1999, as amended by Amendment No.
1, dated as of November 20, 2000, Amendment No. 2, dated as of December 14,
2000, and Amendment No. 3, dated as of March 31, 2001 (as so amended, the
"STOCKHOLDERS' AGREEMENT"). Unless otherwise defined herein, capitalized terms
shall have such meanings ascribed to them in the Stockholders' Agreement.
WHEREAS, the parties hereto desire to terminate the Stockholders'
Agreement; and
WHEREAS, Section 18 of the Stockholders' Agreement provides that the
Stockholders' Agreement may be amended or modified by an instrument in writing
signed by the Company and holders of at least 60% of the voting power of the
Capital Stock held by Stockholders; and
WHEREAS, Section 18 of the Stockholders' Agreement requires the consent
of any adversely affected party in order to amend the Stockholders' Agreement in
a manner that limits the right of any party to designate members of the
Company's Board of Directors (the "BOARD"); and
WHEREAS, the parties to this Agreement constitute at least 60% of the
voting power of the Capital Stock held by Stockholders and include all parties
having a right to designate members of the Board.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
1. Termination of the Stockholders' Agreement. The Stockholders'
Agreement is hereby terminated in its entirety. From and after the date hereof,
all rights and obligations of each party to the Stockholders' Agreement shall be
terminated without further action by any party and the Stockholders' Agreement
shall have no further force or effect.
2. Counterparts. This Agreement 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 Agreement
(or its signature page thereof) shall be deemed to be an executed original
thereof.
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3. Governing Law. This Agreement shall be governed by, and enforceable
under, and construed in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of law of such state.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, as of the day and year first above written.
SPECTRASITE HOLDINGS, INC.
By: /s/ STEPHEN H. CLARK
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Stephen H. Clark
President and Chief Executive Officer
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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
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KENNETH MELKUS
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
Title: Individually and
Attorney-in-Fact
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
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SBC TOWER HOLDINGS LLC
By: /s/ GREGORY L. GIBSON
-----------------------------------------
Name: Gregory L. Gibson
Title: Vice President and Manager
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TOWER PARENT CORP.
By: /s/ TIMOTHY M. DONAHUE
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Name: Timothy M. Donahue
Title: President
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CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: /s/ ANDREW R. HEYER
-----------------------------------------
Name: Andrew R. Heyer
Title: Managing Member
CO-INVESTMENT MERCHANT FUND 3, LLC
By: /s/ ANDREW R. HEYER
-----------------------------------------
Name: Andrew R. Heyer
Title: Managing Member
CARAVELLE INVESTMENT FUND, L.L.C.
By: Caravelle Advisors, L.L.C.,
its Investment Manager and Attorney-in-Fact
By: /s/ ANDREW R. HEYER
-----------------------------------------
Name: Andrew R. Heyer
Title: Managing Member
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WHITNEY EQUITY PARTNERS, L.P.
By: Whitney Equity Partners, LLC,
its General Partner
By:
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Name: Michael R. Stone
Title: Managing Member
J.H. WHITNEY III, L.P.
By: J.H. Whitney Equity Partners III, LLC,
its General Partner
By:
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Name: Michael R. Stone
Title: Managing Member
WHITNEY STRATEGIC PARTNERS III, L.P.
By: J.H. Whitney Equity Partners III LLC,
its General Partner
By:
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Name: Michael R. Stone
Title: Managing Member
WHITNEY MEZZANINE FUND, L.P.
By: Whitney Group, LLC,
its General Partner
By:
-----------------------------------------
Name: Michael R. Stone
Title: Managing Member
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/s/ STEPHEN H. CLARK
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STEPHEN H. CLARK
/s/ DAVID P. TOMICK
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DAVID P. TOMICK
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