TERMINATION AGREEMENT

EX-10.7 6 g79044exv10w7.txt TERMINATION AGREEMENT 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. 1 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. 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 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 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