EXHIBIT 10.5 AMENDMENT TO THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Amendment, dated as of October 3, 2002, by and among SpectraSite Holdings, Inc., a Delaware corporation (the "COMPANY"), and the parties set forth on the signature...
EXHIBIT 10.5
AMENDMENT TO THE SECOND AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT
Amendment, dated as of October 3, 2002, by and among SpectraSite
Holdings, Inc., a Delaware corporation (the "COMPANY"), and the parties set
forth on the signature pages hereto to the Second Amended and Restated
Registration Rights Agreement, dated as of April 20, 1999 (as previously
amended, the "REGISTRATION RIGHTS AGREEMENT"). Unless otherwise defined herein,
capitalized terms shall have such meanings ascribed to them in the Registration
Rights Agreement.
WHEREAS, the parties hereto desire to amend the Registration Rights
Agreement to remove the requirement that holders of Restricted Stock or
Management Stock sell their securities through a common broker under certain
circumstances; and
WHEREAS, Section 13(e) of the Registration Rights Agreement provides
that the Registration Rights Agreement may be amended in writing signed by the
Company and holders of at least 60% of the voting power of the Restricted Stock
and Management Stock outstanding; and
WHEREAS, the parties to this Amendment constitute at least 60% of the
voting power of the Restricted Stock and Management Stock outstanding.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
1. Amendment of Section 3. Section 3 of the Registration Rights
Agreement is hereby amended by deleting the second paragraph thereof in its
entirety.
2. Continuing Effect of Registration Rights Agreement. This Amendment
shall not constitute an amendment or modification of any other provision of the
Registration Rights Agreement not expressly referred to herein. Except as
expressly amended or modified herein, the provisions of the Registration Rights
Agreement are and shall remain in full force and effect.
3. Counterparts. This Amendment 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 Amendment
(or its signature page thereof) shall be deemed to be an executed original
thereof.
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4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Executive officer
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▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VIII, L.P.
By: WCAS VIII Associates, L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇▇ RATHER
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Name: ▇▇▇▇▇▇▇▇ Rather
Title: Managing Member
WCAS CAPITAL PARTNERS III, L.P.
By: WCAS CP III Associates, L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇▇ RATHER
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Name: ▇▇▇▇▇▇▇▇ Rather
Title: Managing Member
WCAS INFORMATION PARTNERS, L.P.
By: /s/ ▇▇▇▇▇▇▇▇ RATHER
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Name: ▇▇▇▇▇▇▇▇ Rather
Title: General Partner
Attorney-in-Fact
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By: /s/ ▇▇▇▇▇▇▇▇ RATHER
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Name: ▇▇▇▇▇▇▇▇ Rather
Title: Individually and
Attorney-in-Fact
TRUST U/A DATED 11/26/84 FBO ▇▇▇▇ ▇▇▇▇▇
By:
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Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Trustee
TRUST U/A DATED 11/26/84 FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇
By:
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Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Trustee
TRUST U/A DATED 11/26/84 FBO ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By:
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Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Trustee
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SBC TOWER HOLDINGS LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Manager
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TOWER PARENT CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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CIBC WG ARGSY MERCHANT FUND 2, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
CO-INVESTMENT MERCHANT FUND 3, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
CARAVELLE INVESTMENT FUND, L.L.C.
By: Caravelle Advisors, L.L.C.,
its Investment Manager and Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
▇.▇. ▇▇▇▇▇▇▇ III, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ Equity Partners III, LLC,
its General Partner
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
WHITNEY STRATEGIC PARTNERS III, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ Equity Partners III, LLC,
its General Partner
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
WHITNEY MEZZANINE FUND, L.P.
By: Whitney Group, LLC,
its General Partner
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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