VOTING LETTER AGREEMENT

EX-10.6 5 g79044exv10w6.txt VOTING LETTER AGREEMENT 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 1 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 2 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 3 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 4