VOTING LETTER AGREEMENT

EX-10.5 4 g79044exv10w5.txt AMENDMENT 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. 1 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. 2 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 ------------------------------------- Stephen H. Clark President and Chief Executive officer 3 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 4 ------------------------------------------ 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 5 SBC TOWER HOLDINGS LLC By: /s/ GREGORY L. GIBSON ------------------------------------- Name: Gregory L. Gibson Title: Vice President and Manager 6 TOWER PARENT CORP. By: /s/ TIMOTHY M. DONAHUE ------------------------------------- Name: Timothy M. Donahue Title: President 7 CIBC WG ARGSY 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 8 WHITNEY EQUITY PARTNERS, L.P. By: Whitney Equity Partners, LLC, its General Partner By: --------------------------------------- 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: --------------------------------------- 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: --------------------------------------- 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 9 /s/ STEPHEN H. CLARK --------------------------------------------- STEPHEN H. CLARK /s/ DAVID P. TOMICK --------------------------------------------- DAVID P. TOMICK 10