Exhibit 4.10
CONSENT AND AGREEMENT TO SBCW REGISTRATION RIGHTS
AND
AMENDMENT TO EXISTING REGISTRATION RIGHTS AGREEMENT
Reference is made to that certain Second Amended and Restated
Registration Rights Agreement dated April 20, 1999, as amended, among
SpectraSite Holdings, Inc. (the "Company"), the WCAS Purchasers, the Whitney
Purchasers, the CIBC Purchasers and the Additional Purchasers, including TPC,
each as defined therein (such agreement being referred to herein as the
"Existing Registration Rights Agreement" and the Purchasers thereunder being
referred to as the "Existing Holders"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Existing
Registration Rights Agreement.
SBC Transaction
The Existing Holders understand that the Company currently anticipates
entering into a joinder agreement with SBC Tower Holdings, LLC ("SBCW"),
pursuant to which SBCW would become a party to the Existing Registration Rights
Agreement and entitled to the benefits of a holder of "Restricted Stock"
thereunder. Pursuant to Section 13(e) of the Existing Registration Rights
Agreement, the Existing Holders named below (who collectively represent more
than 60% of the voting power of the Restricted Stock and Management Stock
currently outstanding) consent to the granting of the foregoing registration
rights by the Company. The Existing Holders named below also agree that their
execution of this consent shall be effective to modify the Existing Registration
Rights Agreement pursuant to Section 13(e) thereof as if their signature
appeared on the SBCW joinder agreement itself, and that if requested by the
Company they will execute the joinder agreement itself, so long as the terms
thereof are consistent in all material respects with the terms described in this
letter.
Trimaran Investment
Pursuant to Section 13(e) of the Existing Registration Rights
Agreement, the Existing Holders named below (who collectively represent more
than 60% of the voting power of the Restricted Stock and Management Stock
currently outstanding) agree that:
(A) the first clause of the last sentence of Section 4(c) of the
Existing Registration Rights Agreement be amended in its entirety and
replaced by the following:
"Except as provided in this paragraph (c) or pursuant to any
registration rights set forth in the Registration Rights Agreement,
dated as of November 20, 2000, by and among the Company and Trimaran
Fund II, L.L.C., Trimaran Capital, L.L.C., Trimaran Parallel Fund II,
L.P., CIBC Employee Private Equity Fund (Trimaran)
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Partners and CIBC World Markets Ireland Limited (the "Trimaran
Registration Rights Agreement"),";
(B) clause (i) of the first paragraph of Section 6 of the Existing
Registration Rights Agreement concerning an "underwriter's cutback" be
amended in its entirety and replaced by the following:
"(i) first, the securities the Company proposes to sell or the
securities proposed to be sold pursuant to Sections 4 or 5 of the
Trimaran Registration Rights Agreement,";
(C) clause (ii) of the first paragraph of Section 6 of the Existing
Registration Rights Agreement be amended to include therein the shares
of Common Stock that are requested to be included in any "piggyback"
registration pursuant to the Registration Rights Agreement, dated as of
November 20, 2000, by and among the Company and Trimaran Fund II,
L.L.C., Trimaran Capital, L.L.C., Trimaran Parallel Fund II, L.P., CIBC
Employee Private Equity Fund (Trimaran) Partners and CIBC World Markets
Ireland Limited.
The Existing Holders named below also agree that their execution of this consent
shall be effective to modify the Existing Registration Rights Agreement pursuant
to Section 13(e) thereof.
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CONSENT AND AGREEMENT TO SBCW REGISTRATION RIGHTS
AND
AMENDMENT TO EXISTING REGISTRATION RIGHTS AGREEMENT
WELSH, CARSON, ANDERSON &
STOWE VIII, L.P.
By: WCAS VIII Associates, L.L.C.,
Its General Partner
By: /s/ Lawrence B. Sorrel
------------------------------
Name: Lawrence B. Sorrel
Title: Chairman of the Board
TOWER PARENT CORP. (Nextel)
By: /s/ Steven M. Shindler
------------------------------
Name: Steven M. Shindler
Title: Director
CIBC WG ARGOSY MERCHANT
FUND 2, L.L.C.
By: /s/ Steven A. Flyer
-----------------------------
Name: Steven A. FLyer
Title: Attorney-in-Fact
J.H. WHITNEY III, L.P.
By: J.H. Whitney Equity Partners III, L.L.C.,
Its General Partner
By: /s/ Daniel J. O'Brien
----------------------------
Name: Daniel J. O'Brien
Title: Managing Member
