SPECTRASITE INC
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10-4form8k_021003.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>

                                                                    EXHIBIT 10.4
                                                                    ------------


                                                               EXECUTION VERSION



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                                SPECTRASITE, INC.

                                       and

                         EquiServe Trust Company, N.A.,

                                  Warrant Agent



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                                Warrant Agreement

                          Dated as of February 10, 2003



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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

SECTION 1.    CERTAIN DEFINITIONS..............................................1

SECTION 2.    APPOINTMENT OF WARRANT AGENT.....................................2

SECTION 3.    FORM OF WARRANT CERTIFICATES.....................................2

SECTION 4.    COUNTERSIGNATURE AND REGISTRATION................................2

SECTION 5.    TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE
              OF WARRANT CERTIFICATES; MUTILATED, DESTROYED,
              LOST OR STOLEN WARRANT CERTIFICATES..............................3

SECTION 6.    EXERCISE OF WARRANTS; EXERCISE PRICE; EXPIRATION DATE............4

SECTION 7.    CANCELLATION AND DESTRUCTION OF WARRANT CERTIFICATES.............5

SECTION 8.    CERTAIN REPRESENTATIONS; RESERVATION AND AVAILABILITY
              OF SHARES OF COMMON STOCK OR CASH................................5

SECTION 9.    COMMON STOCK RECORD DATE.........................................6

SECTION 10.   ADJUSTMENT OF EXERCISE PRICE, NUMBER OF SHARES OF
              COMMON STOCK OR NUMBER OF THE COMPANY WARRANTS...................7

SECTION 11.   CERTIFICATION OF ADJUSTED EXERCISE PRICE OR NUMBER
              OF SHARES OF COMMON STOCK.......................................10

SECTION 12.   RECLASSIFICATION, CONSOLIDATION, PURCHASE,
              COMBINATION, SALE OR CONVEYANCE.................................11

SECTION 13.   FRACTIONAL SHARES OF COMMON STOCK...............................12

SECTION 14.   AGREEMENT OF WARRANT CERTIFICATE HOLDERS........................12

SECTION 15.   WARRANT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER.............13

SECTION 16.   CONCERNING THE WARRANT AGENT....................................13

SECTION 17.   PURCHASE OR CONSOLIDATION OR CHANGE OF NAME
              OF WARRANT AGENT................................................13

SECTION 18.   DUTIES OF WARRANT AGENT.........................................14

SECTION 19.   CHANGE OF WARRANT AGENT.........................................16


                                       i
<PAGE>

                                                                            PAGE
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SECTION 20.   ISSUANCE OF NEW WARRANT CERTIFICATES............................16

SECTION 21.   NOTICES.........................................................17

SECTION 22.   SUPPLEMENTS AND AMENDMENTS......................................18

SECTION 23.   SUCCESSORS......................................................18

SECTION 24.   BENEFITS OF THIS AGREEMENT......................................18

SECTION 25.   GOVERNING LAW...................................................18

SECTION 26.   COUNTERPARTS....................................................18

SECTION 27.   CAPTIONS........................................................18

SECTION 28.   INFORMATION.....................................................19

SECTION 29.   FORCE MAJEURE...................................................19


                                       ii
<PAGE>


                                WARRANT AGREEMENT

         WARRANT AGREEMENT, dated as of February 10, 2003, between SpectraSite,
Inc., a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A.
(the "Warrant Agent").

                               W I T N E S S E T H

         WHEREAS, the Plan (as defined below) provides that the Company issue an
aggregate of 1,250,000 warrants (the "Warrants") entitling the holder or holders
thereof to purchase an aggregate of 1,250,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock") upon the terms and subject
to the conditions hereinafter set forth; and

         WHEREAS, the Company wishes the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, transfer, exchange and exercise of the Warrants;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         Section 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings indicated:

                  (a) "Affiliate" has the meaning ascribed to it in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  (b) "Business Day" means any day other than a Saturday, Sunday
or a day on which banking institutions in New York are authorized or obligated
by law or executive order to close.

                  (c) "Close of Business" on any given date means 5:00 p.m., New
York City time, on such date; PROVIDED, HOWEVER, that if such date is not a
Business Day it means 5:00 p.m., New York City time, on the next succeeding
Business Day.

                  (d) "Effective Date" means February 10, 2003.

                  (e) "Current Market Price", as of any date, with respect to a
share of Common Stock, shall be deemed to be the average closing price for the
ten consecutive trading days immediately preceding such date on the principal
national securities exchange or Nasdaq system on which the shares of Common
Stock are listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange or Nasdaq system, the average of the
reported bid and asked prices during such 10 trading day period in the
over-the-counter market as furnished by the Pink Sheets LLC, or, if such firm is
not then engaged in the business of reporting such prices, as furnished by any
similar firm then engaged in such business selected by the Company, or, if there
is no such firm, as furnished by any member of the NASD, Inc. selected by the
Company or, if the shares of Common Stock are not publicly traded, the


<PAGE>
                                                                               2

Current Market Price shall be determined in good faith by the Board of Directors
of the Company.

                  (f) "Exercise Price" means the Initial Exercise Price as
adjusted from time to time pursuant to Section 10 hereof.

                  (g) "Initial Exercise Price" means $32.00 per share of Common
Stock.

                  (h) "Person" means an individual, corporation, association,
partnership, limited liability company, joint venture, trust, unincorporated
organization, government or political subdivision thereof or governmental agency
or other entity.

                  (i) "Plan" means the Plan of Reorganization of the Company
Under Chapter 11 of the Bankruptcy Code.

                  (j) "Warrant Certificate" means a certificate in substantially
the form attached as Exhibit 1 hereto representing such number of Warrants as is
indicated on the face thereof.

         Section 2. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints
the Warrant Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Warrant Agent hereby accepts such appointment.
The Company may from time to time appoint such Co-Warrant Agents as it may, in
its sole discretion, deem necessary or desirable.

         Section 3. FORM OF WARRANT CERTIFICATES. The Warrant Certificates
(together with the form of election to purchase Common Stock and the form of
assignment to be printed on the reverse thereof) shall be substantially in the
form of Exhibit 1 hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Agreement and the Plan or as may be required to comply with any law or with
any rule or regulation made pursuant thereto, or to conform to usage.

         Section 4. COUNTERSIGNATURE AND REGISTRATION. The Warrant Certificates
shall be executed on behalf of the Company by its Chairman, its President or a
Vice President, either manually or by facsimile signature, and have affixed
thereto the Company's seal or a facsimile thereof which shall be attested by the
Secretary or an Assistant Secretary of the Company, either manually or by
facsimile signature. The Warrant Certificates shall be manually countersigned by
the Warrant Agent and shall not be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have signed any of
the Warrant Certificates shall cease to be such officer of the Company before
countersignature by the Warrant Agent and issuance and delivery by the Company,
such Warrant Certificates, nevertheless, may be countersigned by the Warrant
Agent, issued and delivered with the same force and effect as though the person
who signed such Warrant Certificate had not ceased to be such officer of the
Company; and


<PAGE>
                                                                               3

any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be a
proper officer of the Company to sign such Warrant Certificate, although at the
date of the execution of this Warrant Agreement any such person was not such an
officer.

         The Warrant Agent will keep or cause to be kept, at one of its offices
in Canton, Massachusetts, or at the office of one of its agents, books for
registration and transfer of the Warrant Certificates issued hereunder. Such
books shall show the names and addresses of the respective holders of the
Warrant Certificates, the number of warrants evidenced on the face of each of
such Warrant Certificate and the date of each of such Warrant Certificate.

         Section 5. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF WARRANT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN WARRANT CERTIFICATES. Subject
to the provisions of Section 13 hereof and the last sentence of this first
paragraph of Section 5 and subject to applicable law, rules or regulations,
restrictions on transferability that may appear on Warrant Certificates in
accordance with the terms hereof or any "stop transfer" instructions the Company
may give to the Warrant Agent, at any time after the Close of Business on the
date hereof, at or prior to the Close of Business on the Expiration Date (as
such term is hereinafter defined), any Warrant Certificate or Warrant
Certificates may be transferred, split up, combined or exchanged for another
Warrant Certificate or Warrant Certificates, entitling the registered holder to
purchase a like number of shares of Common Stock as the Warrant Certificate or
Warrant Certificates surrendered then entitled such holder to purchase. Any
registered holder desiring to transfer, split up, combine or exchange any
Warrant Certificate shall make such request in writing delivered to the Warrant
Agent, and shall surrender the Warrant Certificate or Warrant Certificates to be
transferred, split up, combined or exchanged at the principal office of the
Warrant Agent. Thereupon the Warrant Agent shall, subject to the last sentence
of this first paragraph of Section 5, countersign and deliver to the person
entitled thereto a Warrant Certificate or Warrant Certificates, as the case may
be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Warrant Certificates, together
with reimbursement to the Company and the Warrant Agent of all reasonable
expenses incidental thereto.

         Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity
or security in customary form and amount, and reimbursement to the Company and
the Warrant Agent of all reasonable expenses incidental thereto, and upon
surrender to the Warrant Agent and cancellation of the Warrant Certificate if
mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor to the Warrant Agent for delivery to the registered holder in lieu of the
Warrant Certificate so lost, stolen, destroyed or mutilated.


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                                                                               4

         Section 6. EXERCISE OF WARRANTS; EXERCISE PRICE; EXPIRATION DATE.

                  (a) The Warrants shall be exercisable commencing upon their
date of issuance. The Warrants shall cease to be exercisable and shall terminate
and become void, and all rights thereunder and under this Agreement shall cease,
at or prior to the Close of Business on the date (the "EXPIRATION DATE") which
is the seventh anniversary of the Effective Date. Subject to the foregoing and
to Section 6(b) below, the registered holder of any Warrant Certificate may
exercise the Warrants evidenced thereby in whole or in part upon surrender of
the Warrant Certificate, with the form of election to purchase on the reverse
thereof duly executed, to the Warrant Agent at the principal office of the
Warrant Agent in Canton, Massachusetts or to the office of one of its agents as
may be designated by the Warrant Agent from time to time, together with payment
of the Exercise Price, which may be made, at the option of the holder, (i) in
cash in United States dollars or by certified or official bank check, (ii) by a
Cashless Exercise (as defined below) or (iii) by any combination of (i) and
(ii), to the principal office of the Warrant Agent where the Warrant Certificate
is being surrendered. A "CASHLESS EXERCISE" shall mean an exercise of a Warrant
in accordance with the immediately following two sentences. To effect a Cashless
Exercise, the holder may exercise a Warrant or Warrants without payment of the
Exercise Price in cash by surrendering such Warrant or Warrants (represented by
one or more Warrant Certificates) and, in exchange therefor, receiving such
number of shares of Common Stock equal to the product of (1) that number of
shares of Common Stock for which such Warrants are exercisable and which would
be issuable in the event of an exercise with payment in cash of the Exercise
Price and (2) the Cashless Exercise Ratio (as defined below). The "CASHLESS
EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of
the Current Market Price (calculated as set forth in this agreement) per share
of Common Stock on the date of exercise over the Exercise Price per share of
Common Stock as of the date of exercise and the denominator of which is the
Current Market Price per share of Common Stock on the date of exercise. Upon
surrender of a Warrant Certificate representing more than one Warrant in
connection with a holder's option to elect a Cashless Exercise, such holder must
specify the number of Warrants for which such Warrant Certificate is to be
exercised (without giving effect to such Cashless Exercise). All provisions of
this Agreement shall be applicable with respect to a Cashless Exercise of a
Warrant Certificate of less than the full number of Warrants represented
thereby. No payment or adjustment shall be made on account of any distributions
or dividends on the Common Stock issued upon exercise of a Warrant.

         The Company shall calculate and transmit to the Warrant Agent, and the
Warrant Agent shall have no obligation under this section to calculate, the
Cashless Exercise Ratio.

                  (b) Upon receipt of a Warrant Certificate at or prior to the
Close of Business on the Expiration Date, with the form of election to purchase
duly executed, accompanied by payment of the Exercise Price for the shares to be
purchased (or election of the Cashless Exercise option) and an amount equal to
any applicable tax or governmental charge referred to in Section 5 in cash, or
by certified check or bank draft payable to the order of the Company, the
Warrant Agent shall thereupon promptly


<PAGE>
                                                                               5

(i) requisition from any transfer agent of the Common Stock certificates for the
number of whole shares of Common Stock to be purchased, and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests and
(ii) after receipt of such certificates, cause the same to be delivered to or
upon the order of the registered holder of such Warrant Certificate, registered
in such name or names as may be designated by such holder. Upon receipt by the
Company of a Warrant Certificate at the principal office of the Warrant Agent,
with the form of election to purchase duly executed, and payment of the
applicable Exercise Price as required hereby, the holder of such Warrant
Certificate shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such
shares of Common Stock shall not then be actually delivered to the holder of
such Warrant Certificate.

                  (c) In case the registered holder of any Warrant Certificate
shall exercise fewer than all Warrants evidenced thereby, a new Warrant
Certificate evidencing the number of Warrants equivalent to the number of
Warrants remaining unexercised shall be issued by the Warrant Agent to the
registered holder of such Warrant Certificate or to his duly authorized assigns,
subject to the provisions of Sections 5, 6(b) and 13 hereof.

         Section 7. CANCELLATION AND DESTRUCTION OF WARRANT CERTIFICATES. All
Warrant Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of
its agents, be delivered to the Warrant Agent for cancellation or in canceled
form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no
Warrant Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Warrant Agreement. The Company shall
deliver to the Warrant Agent for cancellation and retirement, and the Warrant
Agent shall so cancel and retire, any other Warrant Certificate purchased or
acquired by the Company otherwise than upon the exercise thereof. The Warrant
Agent shall deliver all canceled Warrant Certificates to the Company, or shall,
at the written request of the Company, destroy such canceled Warrant
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

         Section 8. CERTAIN REPRESENTATIONS; RESERVATION AND AVAILABILITY OF
SHARES OF COMMON STOCK OR Cash.

                  (a) This Agreement has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery
hereof by the Warrant Agent, constitutes a valid and legally binding obligation
of the Company enforceable against the Company in accordance with its terms, and
the Warrants have been duly authorized, executed and issued by the Company and,
assuming due authentication thereof by the Warrant Agent pursuant hereto,
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms and entitled to the benefits
hereof; in each case except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium


<PAGE>
                                                                               6

and other similar laws relating to or affecting creditors' rights generally or
by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

                  (b) As of the date hereof, the authorized capital stock of the
Company consists of (i) 250,000,000 shares of Common Stock, of which 23,750,000
shares of Common Stock are issued and outstanding, 1,250,000 shares of Common
Stock are reserved for issuance upon exercise of the Warrants and not more than
3,000,000 shares of Common Stock are reserved for issuance upon exercise of
employee stock options and (ii) 40,000,000 shares of preferred stock, $0.01 par
value per share, of which no shares are outstanding. There are no other
outstanding obligations, warrants, options or other rights to subscribe for or
purchase from the Company any class of capital stock of the Company.

                  (c) The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued shares of Common
Stock or its authorized and issued shares of Common Stock held in its treasury,
free from preemptive rights, the number of shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants.

         The Company covenants and agrees that it will take all such actions as
may be necessary to insure that all shares of Common Stock delivered upon
exercise of Warrants shall, at the time of delivery of the certificates for such
shares (subject to payment of the Exercise Price as contemplated by Section 6),
be duly authorized, validly issued, fully paid and nonassessable.

         The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the original issuance or delivery of the Warrant
Certificates or certificates evidencing Common Stock upon exercise of the
Warrants. The Company shall not, however, be required to pay any tax or
governmental charge which may be payable in respect of any transfer involved in
the transfer or delivery of Warrant Certificates or the issuance or delivery of
certificates for Common Stock in a name other than that of the registered holder
of the Warrant Certificate evidencing Warrants surrendered for exercise or to
issue or deliver any certificate for shares of Common Stock upon the exercise of
any Warrants until any such tax or governmental charge shall have been paid (any
such tax or governmental charge being payable by the holder of such Warrant
Certificate at the time of surrender) or until it has been established to the
Company's reasonable satisfaction that no such tax or governmental charge is
due.

         Section 9. COMMON STOCK RECORD DATE. Each person in whose name any
certificate for shares of Common Stock is issued upon the exercise of Warrants
shall for all purposes be deemed to have become the holder of record for the
Common Stock represented thereby on, and such certificate shall be dated, the
date upon which the Warrant Certificate evidencing such the Company Warrants was
duly surrendered and payment of the Exercise Price (and any applicable transfer
taxes) was made; PROVIDED, HOWEVER, that if the date of such surrender and
payment is a date upon which the


<PAGE>
                                                                               7

Common Stock transfer books of the Company are closed, such person shall be
deemed to have become the record holder of such shares on, and such certificate
shall be dated, the next succeeding day on which the Common Stock transfer books
of the Company are open.

         Section 10. ADJUSTMENT OF EXERCISE PRICE, NUMBER OF SHARES OF COMMON
STOCK OR NUMBER OF THE COMPANY WARRANTS. The Exercise Price, the number of
shares covered by each Warrant and the number of Warrants outstanding are
subject to adjustment from time to time as provided in this Section 10.

                  (a) In the event the Company shall at any time after the date
of this Agreement (i) declare a dividend on shares of Common Stock payable in
shares of any class of capital stock of the Company, (ii) subdivide the
outstanding shares of Common Stock into a greater number of shares of Common
Stock, (iii) combine the outstanding shares of Common Stock into a smaller
number of shares, or (iv) issue any shares of capital stock in a
reclassification of shares of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the Exercise Price in effect at the time
of the record date for such dividend or distribution or of the effective date of
such subdivision, combination or reclassification, and the number and kind of
shares of capital stock issuable on such date, shall be proportionately adjusted
so that the holder of any Warrant exercised after such time shall be entitled to
receive the aggregate number and kind of shares of capital stock which, if such
Warrant had been exercised immediately prior to such date and at a time when the
Common Stock transfer books of the Company were open, such holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision, combination or reclassification.

                  (b) In the event the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Common Stock (such
rights, options or warrants not being available to holders of Warrants)
entitling them (for a period expiring within 45 calendar days after such date of
issue) to subscribe for or purchase Common Stock (or securities convertible into
or exercisable or exchangeable for Common Stock), at a price per share of Common
Stock (or having a conversion, exercise or exchange price per share of Common
Stock, in the case of a security convertible into or exercisable or exchangeable
for Common Stock) less than the Current Market Price per share of Common Stock
on such record date (or, if there has been no such determination, then the
Company must promptly cause such determination to be made as contemplated by the
definition of "Current Market Price" set forth herein, and any proposed record
date must be postponed until after such determination has been made), the
Exercise Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction of which the numerator shall be the number of shares of Common
Stock outstanding on such record date plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock
so to be offered (or the aggregate initial conversion, exercise or exchange
price of the convertible, exercisable or exchangeable securities so to be
offered) would purchase at such Current Market Price and of which the
denominator shall be the number of shares of Common


<PAGE>
                                                                               8

Stock outstanding on such record date plus the number of additional shares of
Common Stock to be offered for subscription or purchase (or into which the
convertible, exercisable or exchangeable securities so to be offered are
initially convertible, exercisable or exchangeable). In case such subscription
price may be paid in a consideration part or all of which shall be in a form
other than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors of the Company. Such adjustment shall be made
successively whenever such a record date is fixed, and in the event that such
rights or warrants are not so issued the Exercise Price shall be adjusted to be
the Exercise Price which would then be in effect if such record date had not
been fixed.

                  (c) In the event the Company shall fix a record date for the
making of a dividend or distribution to all holders of Common Stock of any
evidences of indebtedness or assets or subscription rights or warrants
(excluding those referred to in Section 10(a) or (b) or other dividends paid out
of retained earnings), the Exercise Price to be in effect after such record date
shall be determined by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction of which the numerator shall be the
Current Market Price per share of Common Stock on such record date, less the
fair market value (as determined in good faith by the Board of Directors of the
Company) of such distribution applicable to one share of Common Stock, and of
which the denominator shall be such Current Market Price per share of Common
Stock. Such adjustment shall be made successively whenever such a record date is
fixed, and in the event that such distribution is not so made, the Exercise
Price shall again be adjusted to be the Exercise Price which would then be in
effect if such record date had not been fixed.

                  (d) In the event the Company shall consummate a tender offer
for or otherwise repurchase or redeem Common Stock, to the extent that the cash
and value of any other consideration included in such payment per share of
Common Stock exceeds the Current Market Price per share of Common Stock on the
trading day next succeeding the Expiration Time (as defined below), unless the
Company tenders for the Warrants on terms which give effect to such excess
consideration, the Exercise Price shall be reduced so that the same shall equal
the price determined by multiplying the Exercise Price in effect immediately
prior to the last time tenders or repurchases or redemptions may be made
pursuant to such tender or repurchase or redemption (the "Expiration Time") by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding (including any tendered, repurchased or redeemed shares) at the
Expiration Time multiplied by the Current Market Price per share of the Common
Stock on the trading day next succeeding the Expiration Time, and the
denominator shall be the sum of (A) the fair market value of the aggregate
consideration payable to shareholders based on the acceptance of all shares
validly tendered, repurchased or redeemed and not withdrawn as of the Expiration
Time (the shares deemed so accepted being referred to as the "Purchased Shares")
and (B) the product of the number of shares of Common Stock outstanding (less
any Purchased Shares) at the Expiration Time and the Current Market Price per
share of the Common Stock on the trading day next succeeding the Expiration
Time, such reduction to become effective immediately prior to the opening of
business on the day following the Expiration Time.


<PAGE>
                                                                               9

For purposes of this paragraph (d), the value of non cash-consideration shall be
as determined in good faith by the Board of Directors of the Company.

                  (e) Notwithstanding the foregoing paragraphs (a), (b), (c) and
(d), no adjustment in the Exercise Price pursuant to such paragraphs shall be
required unless such adjustment would require an increase or decrease of at
least 1% in such price; PROVIDED, HOWEVER, that any adjustments which by reason
of this Section 10(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 10 shall be made to the nearest cent or the nearest hundredth of a
share, as the case may be.

                  (f) In the event that at any time, as a result of an
adjustment made pursuant to Section 10(a), the holder of any Warrant thereafter
exercised shall become entitled to receive any shares of capital stock of the
Company other than shares of Common Stock, thereafter the number of such other
shares so receivable upon exercise of any Warrant shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the shares contained in Section 10(a), (b),
(c) and (d), and the provisions of Sections 6, 8, 9 and 12 with respect to the
shares of Common Stock shall apply on like terms to any such other shares.

                  (g) All Warrants originally issued by the Company subsequent
to any adjustment made to the Exercise Price hereunder shall evidence the right
to purchase, at the adjusted Exercise Price, the number of shares of Common
Stock purchasable from time to time hereunder upon exercise of the Warrants, all
subject to further adjustment as provided herein.

                  (h) Unless the Company shall have exercised its election as
provided in Section 10(i), upon each adjustment of the Exercise Price as a
result of the calculations made in Section 10(b), (c) and (d), each Warrant
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, that number of
shares (calculated to the nearest hundredth) obtained by (i) multiplying (x) the
number of shares covered by a Warrant immediately prior to such adjustment by
(y) the Exercise Price in effect immediately prior to such adjustment of the
Exercise Price and (ii) dividing the product so obtained by the Exercise Price
in effect immediately after such adjustment of the Exercise Price.

                  (i) The Company may elect on or after the date of any
adjustment of the Exercise Price to adjust the number of Warrants, in
substitution for any adjustment in the number of shares of Common Stock
purchasable upon the exercise of a Warrant. Each of the Warrants outstanding
after such adjustment of the number of Warrants shall be exercisable for one
share of Common Stock. Each Warrant held of record prior to such adjustment of
the number of Warrants shall become that number of Warrants (calculated to the
nearest hundredth) obtained by dividing the Exercise Price in effect prior to
adjustment of the Exercise Price by the Exercise Price in effect after
adjustment of the Exercise Price. The Company shall instruct the Warrant Agent
to notify each of the record holders of Warrants of its election to adjust the
number of


<PAGE>
                                                                              10

Warrants, indicating the record date for the adjustment, and, if known at the
time, the amount of adjustment to be made. Such record date may be the date on
which the Exercise Price is adjusted or any day thereafter, but shall be at
least 10 days later than the date of the public announcement. Upon each
adjustment of the number of Warrants pursuant to this Section 10(i), the Company
shall instruct the Warrant Agent to distribute, as promptly as practicable, to
holders of record of Warrant Certificates on such record date Warrant
Certificates evidencing, subject to Section 13, the additional Warrants to which
such holders shall be entitled as a result of such adjustment, or, at the option
of the Company, instruct the Warrant Agent to distribute to such holders of
record in substitution and replacement for the Warrant Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Warrant Certificates evidencing all the Warrants to which
such holders shall be entitled after such adjustment. Warrant Certificates so to
be distributed shall be issued, executed and countersigned in the manner
provided for herein (and may bear, at the option of the Company, the adjusted
Exercise Price) and shall be registered in the names of the holders of record of
Warrant Certificates on the record date specified in the public announcement.

                  (j) Irrespective of any adjustment or change in the Exercise
Price or the number of shares of Common Stock issuable upon the exercise of the
Warrants, the Warrant Certificates theretofore and thereafter issued may
continue to express the Exercise Price per share and the number of shares which
were expressed upon the initial Warrant Certificates issued hereunder.

                  (k) The Company agrees that it will not, by amendment of its
Certificate of Incorporation or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to
avoid the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by the Company.

                  (l) In any case in which this Section 10 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, if any holder of a Warrant exercises such Warrant after such
record date, the Company may elect to defer, until the occurrence of such event,
the issuance of the shares of Common Stock and other capital stock of the
Company in excess of the shares of Common Stock and other capital stock of the
Company, if any, issuable upon such exercise on the basis of the Exercise Price
in effect prior to such adjustment; PROVIDED, HOWEVER, that the Company shall
deliver to such holder a due bill or other appropriate instrument evidencing
such holder's right to receive such additional shares and/or other capital
securities upon the occurrence of the event requiring such adjustment.

         Section 11. CERTIFICATION OF ADJUSTED EXERCISE PRICE OR NUMBER OF
SHARES OF COMMON STOCK. Whenever the Exercise Price or the number of shares of
Common Stock issuable upon the exercise of each Warrant is adjusted as provided
in Section 10 or 12, the Company shall (a) promptly prepare a certificate
setting forth the Exercise Price of each Warrant as so adjusted, and a brief
statement of the facts accounting for such adjustment, (b) promptly file with
the Warrant Agent and with each


<PAGE>
                                                                              11

transfer agent for the Common Stock a copy of such certificate and (c) instruct
the Warrant Agent to mail a brief summary thereof to each holder of a Warrant
Certificate.

         Section 12. RECLASSIFICATION, CONSOLIDATION, PURCHASE, COMBINATION,
SALE OR CONVEYANCE. In case any of the following shall occur while any Warrants
are outstanding: (i) any reclassification or change of the outstanding shares of
Common Stock (other than a change in par value, or from par value to no par
value, or as covered by Section 10 (a)), or (ii) any consolidation, merger or
combination of the Company with or into another corporation as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of the property or assets of the
Company as, or substantially as, an entirety to any other entity as a result of
which holders of Common Stock shall be entitled to receive stock, securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company, or such successor corporation or
transferee, as the case may be, shall make appropriate provision by amendment of
this Agreement or by the successor corporation or transferee executing with the
Warrant Agent an agreement so that the holders of the Warrants then outstanding
shall have the right at any time thereafter, upon exercise of such Warrants (in
lieu of the number of shares of Common Stock theretofore deliverable) to receive
the kind and amount of securities, cash and other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
as would be received by a holder of the number of shares of Common Stock
issuable upon exercise of such Warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance.

         If the holders of the Common Stock may elect from choices the kind or
amount of securities, cash and other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or
conveyance, then for the purpose of this Section 12 the kind and amount of
securities, cash and other property receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance shall be deemed
to be the choice specified by the holder of the Warrant, which specification
shall be made by the holder of the Warrant by the later of (A) 20 calendar days
after the holder of the Warrant is provided with a final version of all
information required by law or regulation to be furnished to holders of Common
Stock concerning such choice, or if no such information is required, 20 days
after the Company notified the holder of the Warrant of all material facts
concerning such specification and (B) the last time at which holders of Common
Stock are permitted to make their specification known to the Company. If the
holder of the Warrant fails to make any specification, the holder's choice shall
be deemed to be whatever choice is made by a plurality of holders of Common
Stock not affiliated with the Company or any other party to the
reclassification, change, consolidation, merger, combination, sale or
conveyance. Such adjusted Warrants shall provide for adjustments which, for
events subsequent to the effective date of such new Warrants, shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section 10
and this Section 12. The above provisions of this Section 12 shall similarly
apply to successive reclassifications, changes,


<PAGE>
                                                                              12

consolidations, mergers, combinations, sales and conveyances of the kind
described above.

         The Company shall instruct the Warrant Agent to mail by first class
mail, postage prepaid, to each registered holder of a Warrant, written notice of
the execution of any such amendment, supplement or agreement. Any supplemented
or amended agreement entered into by the successor corporation or transferee
shall provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in Section 10 and this Section 12.
The Warrant Agent shall be under no responsibility to determine the correctness
of any provisions contained in such agreement relating either to the kind or
amount of securities or other property receivable upon exercise of warrants or
with respect to the method employed and provided therein for any adjustments and
shall be entitled to rely upon the provisions contained in any such agreement.
The provisions of this Section 12 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales and conveyances of
the kind described above.

         Section 13. FRACTIONAL SHARES OF COMMON STOCK.

                  (a) The Company shall not issue fractions of Warrants or
distribute Warrant Certificates which evidence fractional Warrants. Whenever any
fractional Warrant would otherwise be required to be issued or distributed, the
actual issuance or distribution shall reflect a rounding of such fraction to the
nearest whole Warrant (up or down), with half Warrants or less being rounded
down and fractions in excess of a half of a Warrant being rounded up.

                  (b) The Company shall not issue fractions of shares of Common
Stock upon exercise of Warrants or distribute stock certificates which evidence
fractional shares of Common Stock. Whenever any fraction of a share of Common
Stock would otherwise be required to be issued or distributed, the actual
issuance or distribution made shall reflect a rounding of such fraction to the
nearest whole share (up or down), with half shares or less being rounded down
and fractions in excess of half of a share being rounded up.

                  (c) The holder of a Warrant by the acceptance of the Warrant
expressly waives his right to receive any fractional Warrant or any fractional
share of Common Stock upon exercise of a Warrant.

         Section 14. AGREEMENT OF WARRANT CERTIFICATE HOLDERS. Every holder of a
Warrant Certificate by accepting the same consents and agrees with the Company
and the Warrant Agent and with every other holder of a Warrant Certificate that:

                  (a) the Warrant Certificates are transferable only on the
registry books of the Warrant Agent if surrendered at the principal office of
the Warrant Agent, duly endorsed or accompanied by a proper instrument of
transfer; and


<PAGE>
                                                                              13

                  (b) the Company and the Warrant Agent may deem and treat the
person in whose name the Warrant Certificate is registered as the absolute owner
thereof and of the Warrants evidenced thereby (notwithstanding any notations of
ownership or writing on the Warrant Certificates made by anyone other than the
Company or the Warrant Agent) for all purposes whatsoever, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.

         Section 15. WARRANT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No
holder, as such, of any Warrant Certificate shall be entitled to vote, receive
dividends or distributions on, or be deemed for any purpose the holder of Common
Stock or any other securities of the Company which may at any time be issuable
on the exercise of the Warrants represented thereby, nor shall anything
contained herein or in any Warrant Certificate be construed to confer upon the
holder of any Warrant Certificate, as such, any of the rights of a shareholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders, or to receive dividends or distributions or
subscription rights, or otherwise, until the Warrant or Warrants evidenced by
such Warrant Certificate shall have been exercised in accordance with the
provisions hereof

         Section 16. CONCERNING THE WARRANT AGENT. The Company agrees to pay to
the Warrant Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Warrant Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Warrant Agent for, and to
hold it harmless against, any loss, liability or expense, incurred without gross
negligence, bad faith or willful misconduct on the part of the Warrant Agent,
for anything done or omitted by the Warrant Agent in connection with the
acceptance and administration of this Agreement, including the costs and
expenses of defending against any claim of liability in the premises. The
Company's payment and indemnity obligations pursuant to this Section 16 shall
survive the termination of this Agreement.

         The Warrant Agent shall be protected and shall incur no liability for
or in respect of any action taken, suffered or omitted by it in connection with
its administration of this Agreement in reliance upon any Warrant Certificate or
certificate for Common Stock or for other securities of the Company, instrument
of assignment or transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper person or persons.

         Section 17. PURCHASE OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT
AGENT. Any corporation into which the Warrant Agent or any successor Warrant
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Warrant Agent or any
successor Warrant Agent


<PAGE>
                                                                              14

shall be party, or any corporation succeeding to the corporate trust business of
the Warrant Agent or any successor Warrant Agent, shall be the successor to the
Warrant Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Warrant Agent under
the provisions of Section 19. In case at the time such successor Warrant Agent
shall succeed to the agency created by this Agreement any of the Warrant
Certificates shall have been countersigned but not delivered, any such successor
Warrant Agent may adopt the countersignature of the predecessor Warrant Agent
and deliver such Warrant Certificates so countersigned; and in case at that time
any of the Warrant Certificates shall not have been countersigned, any successor
Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor Warrant Agent; and
in all such cases such Warrant Certificates shall have the full force provided
in the Warrant Certificates and in this Agreement.

         In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrant Certificates shall have been countersigned but
not delivered, the Warrant Agent may adopt the countersignature under its prior
name and deliver Warrant Certificates so countersigned; and in case at that time
any of the Warrant Certificates shall not have been countersigned, the Warrant
Agent may countersign such Warrant Certificates either in its prior name or in
its changed name; and in all such cases such Warrant Certificates shall have the
full force provided in the Warrant Certificates and in this Agreement.

         Section 18. DUTIES OF WARRANT AGENT. The Warrant Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Warrant Certificate,
by their acceptance thereof, shall be bound:

                  (a) The Warrant Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Warrant Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.

                  (b) Whenever in the performance of its duties under this
Agreement the Warrant Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by the Chairman, President or any
Vice President of the Company and by the Treasurer or any Assistant Treasurer or
the Secretary of the Company and delivered to the Warrant Agent; and such
certificate shall be full authentication to the Warrant Agent for any action
taken or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.

                  (c) The Warrant Agent shall be liable hereunder only for its
own gross negligence, bad faith or willful misconduct.


<PAGE>
                                                                              15

                  (d) The Warrant Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement or in the
Warrant Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.

                  (e) The Warrant Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution hereof by the Warrant Agent) or in respect of the
validity or execution of any Warrant Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant Certificate;
nor shall it be responsible for the adjustment of the Exercise Price or the
making of any change in the number of shares of Common Stock required under the
provisions of Sections 10 or 12 or responsible for the manner, method or amount
of any such change or the ascertaining of the existence of facts that would
require any such adjustment or change (except with respect to the exercise of
Warrants evidenced by Warrant Certificates after actual notice of any adjustment
of the Exercise Price); nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares
of Common Stock to be issued pursuant to this Agreement or any Warrant
Certificate or as to whether any shares of Common Stock will, when issued, be
duly authorized, validly issued, fully paid and nonassessable.

                  (f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Warrant Agent for the carrying out or performing
by the Warrant Agent of the provisions of this Agreement.

                  (g) The Warrant Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
the Chairman or the President or any Vice President or the Secretary of the
Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable and shall be indemnified and held
harmless for any action taken or suffered to be taken by it in good faith in
accordance with instructions of any such officer, provided Warrant Agent carries
out such instructions without gross negligence, bad faith or willful misconduct.

                  (h) The Warrant Agent and any shareholder, director, officer
or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Company or for any other legal
entity.


<PAGE>
                                                                              16

                  (i) The Warrant Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be
answerable or accountable for any act, default, neglect or misconduct of any
such attorney or agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided reasonable care was exercised in
the selection and continued employment thereof.

         Section 19. CHANGE OF WARRANT AGENT. The Warrant Agent may resign and
be discharged from its duties under this Agreement upon 30 days' notice in
writing mailed to the Company and to each transfer agent of the Common Stock by
registered or certified mail, and to the holders of the Warrant Certificates by
first-class mail. The Company may remove the Warrant Agent or any successor
Warrant Agent upon 30 days' notice in writing, mailed to the Warrant Agent or
successor Warrant Agent, as the case may be, and to each transfer agent of the
Common Stock by registered or certified mail, and to the holders of the Warrant
Certificates by first-class mail. If the Warrant Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall appoint
a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the holder of a Warrant Certificate (who
shall, with such notice, submit his Warrant Certificate for inspection by the
Company), then the registered holder of any Warrant Certificate may apply to any
court of competent jurisdiction for the appointment of a new Warrant Agent. Any
successor Warrant Agent, whether appointed by the Company or by such a court,
shall be a corporation organized and doing business under the laws of the United
States or of a state thereof, in good standing, which is authorized under such
laws to exercise corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Warrant Agent a combined capital and surplus of at least
$50,000,000. After appointment, the successor Warrant Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed; but the
predecessor Warrant Agent shall deliver and transfer to the successor Warrant
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Warrant Agent and each transfer agent of
the Common Stock, and mail a notice thereof in writing to the registered holders
of the Warrant Certificates. However, failure to give any notice provided for in
this Section 19, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Warrant Agent or the appointment
of the successor Warrant Agent, as the case may be.

         Section 20. ISSUANCE OF NEW WARRANT CERTIFICATES. Notwithstanding any
of the provisions of this Agreement or of the Warrants to the contrary, the
Company may, at its option, issue new Warrant Certificates evidencing Warrants
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the Exercise Price per share and the number or kind or
class of shares of stock or other


<PAGE>
                                                                              17

securities or property purchasable under the several Warrant Certificates made
in accordance with the provisions of this Agreement.

         Section 21. NOTICES. Notices or demands authorized by this Agreement to
be given or made (i) by the Warrant Agent or by the holder of any Warrant
Certificate to or on the Company, (ii) subject to the provisions of Section 19,
by the Company or by the holder of any Warrant Certificate to or on the Warrant
Agent or (iii) by the Company or the Warrant Agent to the holder of any Warrant
Certificate, shall be deemed given (x) on the date delivered, if delivered
personally, (y) on the first Business Day following the deposit thereof with
Federal Express or another recognized overnight courier, if sent by Federal
Express or another recognized overnight courier, and (z) on the fourth Business
Day following the mailing thereof with postage prepaid, if mailed by registered
or certified mail (return receipt requested), in each case to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):

                 (a) If to the Company, to:

                     SpectraSite, Inc.
                     100 Regency Forest Drive, Suite 400
                     Cary, North Carolina 27511
                     Attention: General Counsel
                     Telecopy: (919) 468-8522

                     with a copy to:

                     Paul, Weiss, Rifkind, Wharton & Garrison
                     1285 Avenue of the Americas
                     New York, New York 10019-6064
                     Attention: Bruce A. Gutenplan
                     Telecopy: (212) 757-3990

                 (b) If to the Warrant Agent, to:

                     EquiServe Trust Company, N.A.
                     150 Royall Street
                     Canton, Massachusetts 02021
                     Attention: Client Administration
                     Telecopy:  (781) 575-2549


                  (c) If to the holder of any Warrant Certificate, to the
address of such holder as shown on the registry books of the Company. Any notice
required to be delivered by the Company to the registered holder of any Warrant
may be given by the Warrant Agent on behalf of the Company.


<PAGE>
                                                                              18

         Section 22. SUPPLEMENTS AND AMENDMENTS.

                  (a) The Company and the Warrant Agent may from time to time
supplement or amend this Agreement without the approval of any holders of
Warrant Certificates in order to cure any ambiguity, to correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions with regard to matters
or questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Warrants Certificates.

                  (b) In addition to the foregoing, with the consent of holders
of Warrants entitled, upon exercise thereof, to receive not less than a majority
of the shares of Common Stock issuable thereunder, the Company and the Warrant
Agent may modify this Agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Warrant
Agreement or modifying in any manner the rights of the holders of the Warrant
Certificates; PROVIDED, HOWEVER, that no modification of the terms (including
but not limited to the adjustments described in Section 10) upon which the
Warrants are exercisable or reducing the percentage required for consent to
modification of this Agreement may be made without the consent of the holder of
each outstanding warrant certificate affected thereby.

         Section 23. SUCCESSORS. All covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.

         Section 24. BENEFITS OF THIS AGREEMENT . Nothing in this Agreement
shall be construed to give any Person other than the Company, the Warrant Agent
and the registered holders of the Warrant Certificates any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent and the registered
holders of the Warrant Certificates.

         Section 25. GOVERNING LAW. This Agreement and each Warrant Certificate
issued hereunder shall be governed by, and construed in accordance with, the
laws of the State of New York without giving effect to the conflicts of law
principles thereof.

         Section 26. COUNTERPARTS. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

         Section 27. CAPTIONS. The captions of the sections of this Agreement
have been inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.


<PAGE>
                                                                              19

         Section 28. INFORMATION. The Company agrees to promptly provide the
registered holders of the Warrants the information it is required to provide to
the holders of the Common Stock.

         Section 29. FORCE MAJEURE. Notwithstanding anything to the contrary
contained herein, Warrant Agent shall not be liable for any delays or failures
in performance resulting from acts beyond its reasonable control including,
without limitation, acts of God, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities, or loss of
data due to power failures or mechanical difficulties with information storage
or retrieval systems, labor difficulties, war, or civil unrest.



<PAGE>
                                                                              20

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                       SPECTRASITE, INC.


                                       By:  /s/   Stephen H. Clark
                                            -----------------------------------
                                            Name:    Stephen H. Clark
                                            Title:   President and Chief
                                                     Executive Officer


                                       EQUISERVE TRUST COMPANY, N.A.


                                       By:  /s/   Tyler Haynes
                                            -----------------------------------
                                            Name:    Tyler Haynes
                                            Title:   Managing Director


</TEXT>
</DOCUMENT>
