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                                                                    EXHIBIT 10.1

                                                                 EXECUTION COPY


                               NOVEMBER AGREEMENT

                  This November Agreement, dated as of November 14, 2002 (this
"November Agreement"), amends the SpectraSite NewCo Purchase Agreement (the
"Agreement") dated as of May 15, 2002, by and among Cingular Wireless LLC
("Buyer"), SpectraSite Holdings, Inc. ("Seller Parent"), SpectraSite
Communications, Inc., Southern Towers, Inc.("Seller") and CA/NV Tower Holdings
(the "Company"). Unless otherwise defined herein, defined terms shall have such
meanings ascribed to them in the Agreement.

                  WHEREAS, pursuant to Section 8.4 of the Agreement, Buyer,
Seller Parent, Seller and the Company desire to reinstate and modify the
Agreement as more particularly set forth herein.

                  NOW, THEREFORE, in consideration of the above and the mutual
warranties, representations, covenants, and agreements set forth herein, the
parties agree as follows:

1.       Reinstatement of Agreement.

         (a)      Buyer hereby rescinds the notice of termination dated October
11, 2002 and Seller Parent, Seller and the Company hereby accept such
rescission. Buyer, Seller Parent, Seller and the Company hereby agree that the
Agreement is reinstated in its entirety and is and shall be in full force and
effect as if such notice of termination had never been delivered, except as and
to the extent expressly amended by the terms hereof.

         (b)      Except to the extent set forth on Exhibit 5 hereto, Seller
Parent and Seller reaffirm each of the representations, warranties and
covenants of the Agreement as amended by this November Agreement.
Notwithstanding the foregoing, the parties acknowledge and agree that no
exception identified on Exhibit 5 has been approved by Buyer, and at the
Closing each representation and warranty shall be true, complete and correct
and each covenant shall have been satisfied, in each case to the extent
required under the Agreement as amended by this November Agreement.

2.       Amendment to Section 1.2.

                  Section 1.2 of the Agreement is hereby deleted in its
entirety and replaced with the following:

                  "The aggregate purchase price for the Membership Interest
                  shall be Seventy Three Million Five Hundred Thousand Dollars
                  ($73,500,000)."

3.       Amendment to Section 2.2(c)(iii).

                  Section 2.2(c)(iii) of the Agreement is hereby deleted in its
entirety and replaced with the following.


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                  "(iii) constitute or result in a Default under any Order
                  applicable to any Seller Entity or any of their respective
                  assets or (iv) require any Consent pursuant to any Order
                  (other than the Confirmation Order) applicable to any Seller
                  Entity or any of their respective assets."

4.       Amendment to Section 2.2(d).

                  Section 2.2(d) of the Agreement is hereby amended by adding
the words "(other than the Confirmation Order)" after the word "Regulatory
Authority".

5.       Amendment to Section 2.17.

                  Section 2.17 of the Agreement is hereby deleted in its
entirety and replaced with the following:

                  "There has not been filed any petition or application with
                  respect to, or any proceeding commenced by or against, any of
                  the assets of any Seller Entity (other than Seller Parent)
                  under any Bankruptcy Law which has not been dismissed or
                  stayed, and no Seller Entity has made any assignment for the
                  benefit of creditors. No Seller Entity is "insolvent" within
                  the meaning of any Bankruptcy Law or any Federal or State
                  fraudulent transfer law (provided, however, that Seller
                  Parent's solvency shall be determined after giving effect to
                  the restructuring contemplated by Seller Parent's Plan of
                  Reorganization). Neither the execution and delivery of this
                  Agreement nor the consummation of the transactions
                  contemplated hereby shall render any Seller Entity insolvent,
                  leave such party with an unreasonably small amount of assets
                  to conduct its business or unable to pay its debts as they
                  become due (in each case, with respect to Seller Parent,
                  after giving effect to the restructuring contemplated by
                  Seller Parent's Plan of Reorganization). Each of Seller and
                  Seller Parent acknowledges that, upon receipt of the Purchase
                  Price, Seller will have received fair market value for the
                  Membership Interest."

6.       Amendment to Section 2.18.

                  Section 2.18 of the Agreement is hereby deleted in its
entirety.

7.       Amendment to Section 6.2(j)

                  Section 6.2(j) of the Agreement is hereby deleted in its
entirety and replaced with the following:


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                  "(j) Recapitalization Transaction. The Confirmation Order
                  with respect to Seller Parent's Plan of Reorganization shall
                  have been entered and all conditions to the effectiveness of
                  Seller Parent's Plan of Reorganization shall have been
                  satisfied (other than a self-executing condition that
                  requires the consummation of the transactions contemplated by
                  this Agreement). The parties acknowledge and agree that
                  except for the issuance of 12,144,381 shares of Parent Stock
                  (as defined in the Agreement to Sublease) to SBC Tower
                  Holdings LLC which, pursuant to Section 1(a)(iv) of the
                  Amended and Restated Unwind Side Letter, shall occur
                  immediately prior to the exchange of Parent Stock for the
                  consideration to be issued by Seller Parent in connection
                  with the restructuring of the debt and capital structure of
                  Seller Parent, the Closing shall be deemed to have occurred
                  immediately following the effective time of the
                  implementation of the Confirmation Order and restructuring of
                  indebtedness pursuant to the Seller Parent's Plan of
                  Reorganization."

8.       Amendment to Section 6.2(k).

                  Section 6.2(k) of the Agreement is hereby deleted in its
entirety and replaced with the following.

                  "(k) No Seller Bankruptcy Case. Neither Seller nor the
                  Company shall have filed, or joined or consented to the
                  filing of, a petition for relief or similar proceeding with
                  respect to Seller or the Company under any Bankruptcy Law.
                  The court having jurisdiction over a chapter 11 case under 11
                  U.S.C. ss.ss. 101 et seq. filed by Seller Parent shall not
                  have substantively consolidated the assets of Seller or the
                  Company into Seller Parent's bankruptcy estate. Creditors
                  shall not have filed an involuntary petition or similar
                  proceeding against Seller or the Company seeking a judgment,
                  decree or order of any court granting any relief under any
                  Bankruptcy Law which has not been dismissed or stayed."

9.       New Section 6.2(l).

                  The following is hereby inserted as a new Section 6.2(l) of
the Agreement:

                  "(l) Seller shall have received the opinion of a nationally
                  recognized investment banking firm, dated as of a date within
                  thirty (30) days of the Confirmation Order to the effect that
                  the consideration to be received by Seller in the


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                  transactions contemplated hereby is fair, from a financial
                  point of view, to Seller."

10.      New Section 6.4.

                  The following is hereby inserted as a new Section 6.4 of the
Agreement:

                  "6.4  SELLER BANKRUPTCY.

                           In the event (a) Seller or the Company shall have
                  filed, or joined or consented to the filing of, a petition
                  for relief or similar proceeding with respect to Seller or
                  the Company under any Bankruptcy Law, (b) the court having
                  jurisdiction over a chapter 11 case under 11 U.S.C. ss.ss.
                  101 et seq. filed by Seller Parent shall have substantially
                  consolidated the assets of Seller or the Company into Seller
                  Parent's bankruptcy estate, or (c) creditors shall have filed
                  an involuntary petition or similar proceeding against Seller
                  or the Company seeking a judgment, decree or order of any
                  court granting any relief under any Bankruptcy Law which has
                  not been dismissed or stayed, in each case prior to the time
                  Closing under this Agreement would otherwise be scheduled to
                  occur, Buyer may defer Closing until such time as the
                  bankruptcy court having jurisdiction over such proceeding
                  approves acceptance and assumption by the Trustee (or the
                  Debtor in Possession, as the case may be) of all of Seller's
                  or the Company's obligations under this Agreement and the
                  Transaction Documents (as defined in the Amended and Restated
                  Unwind Side Letter)."

11.      Amendment to Section 7.1(d).

                  Section 7.1(d) of the Agreement is hereby deleted in its
entirety and replaced with the following

                  "(d) By either Buyer or Seller in the event that the
                  transactions contemplated by this Agreement shall not have
                  been consummated by June 1, 2003 if the failure to consummate
                  the transactions contemplated hereby on or before such date
                  is not caused by any breach of this Agreement by the party
                  electing to terminate pursuant to this Section 7.1(d)."

12.      Amendment to Section 7.1.

                  Section 7.1 of the Agreement is hereby amended by adding the
following:


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                  "(e) By Buyer (i) upon confirmation of any plan of
                  reorganization with respect to Seller Parent on terms that
                  are materially different from the terms of Seller Parent's
                  Plan of Reorganization or (ii) if Seller Parent's Plan of
                  Reorganization is rejected by the class of claims that
                  includes the holders of Seller Parent's senior notes."

                  "(f) By Buyer if (i) Seller or the Company shall have filed,
                  or joined or consented to the filing of, a petition for
                  relief or similar proceeding with respect to Seller or the
                  Company under any Bankruptcy Law, or (ii) the court having
                  jurisdiction over a chapter 11 case under 11 U.S.C. ss.ss.
                  101 et seq. filed by Seller Parent shall have substantively
                  consolidated the assets of Seller or the Company into Seller
                  Parent's bankruptcy estate."

                  "(g) By Buyer if Seller Parent (i) rejects or fails to assume
                  all executory contracts with respect to the Agreement or the
                  Transaction Documents or (ii) fails to cause Seller and the
                  Company to perform their obligations under the Agreement or
                  any of the Transaction Documents if such a failure would have
                  a material adverse effect on Seller, the Company or the Sites
                  taken as a whole."

13.      Amendment to Section 8.1(a).

                  (a)      Section 8.1(a) of the Agreement is hereby amended by
                           adding the following definitions:

                  ""CONFIRMATION ORDER" means an order of the court having
                  jurisdiction over a chapter 11 case under 11 U.S.C. ss.ss.
                  101 et seq. filed by Seller Parent (i) confirming Seller
                  Parent's Plan of Reorganization; (ii) approving and
                  authorizing the transactions contemplated by the Agreement;
                  and (iii) finding that the transactions contemplated by the
                  Agreement are at arms length, made in good faith, for
                  reasonably equivalent value, and in the best interests of
                  Seller Parent's creditors."

                  ""CONSENT AND MODIFICATION AGREEMENT" means the Amended and
                  Restated Consent and Modification Agreement, dated as of the
                  date hereof and attached as Exhibit 1 hereto."

                  ""SELLER PARENT'S PLAN OF REORGANIZATION" means a plan of
                  reorganization providing for, among other things, the
                  approval of the transactions contemplated by the


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                  Agreement (and assumption of all executory contracts with
                  respect to the Agreement and the Transaction Documents) and
                  the restructuring of the debt and capital structure of Seller
                  Parent, on substantially the terms set forth in Exhibit 2
                  attached hereto, to be effectuated under a chapter 11 case
                  under 11 U.S.C. ss.ss. 101 et seq. filed by Seller Parent."

                  (b)      The definition of Joint Side Letter in Section
                           8.1(a) of the Agreement is hereby deleted in its
                           entirety and replaced with the following:

                  ""AMENDED AND RESTATED RELEASE AND ACKNOWLEDGEMENT" means the
                  Amended and Restated Release, Covenant Not to Sue and
                  Acknowledgement attached as Exhibit F to the Agreement and
                  all references in the CA/NV Documents (as defined in the
                  Amended and Restated Release and Acknowledgement) to the
                  Joint Side Letter shall be deemed to refer to such document."

                  (c)      The definition of Unwind Side Letter in Section
                           8.1(a) of the Agreement is hereby deleted in its
                           entirety and replaced with the following:

                  ""AMENDED AND RESTATED UNWIND SIDE LETTER" means the Amended
                  and Restated Unwind Side Letter attached as Exhibit E to the
                  Agreement and all references in the CA/NV Documents (as
                  defined in the Amended and Restated Release and
                  Acknowledgement) to the Unwind Side Letter shall be deemed to
                  refer to such document."

14.      Amendment to Exhibits E and F.

                  Exhibits E and F to the Agreement are hereby amended and
restated as set forth on Exhibits 4 and 3, respectively, to this November
Agreement.

15.      Amendment to Exhibit B to the Agreement.

                  The Southern Towers Assignment and Assumption Agreement to be
executed and delivered at the Closing of the transactions contemplated by the
Agreement shall be revised from the form attached as Exhibit B to the Agreement
to (i) incorporate the changes contemplated by this November Agreement and the
other documents executed concurrently herewith by conforming the recitals
thereto and certain definitions as expressly contemplated herein and changing
the "Side Letter Obligation" in the definition of "Assumed Liabilities" from
$10 million in cash to $7.5 million in cash, (ii) update and amend the
schedules thereto as contemplated thereby and to reflect additional collocation
agreements and tower improvements to the extent they have been approved by
Buyer from May 15, 2002 through the Closing and (iii) to delete the form of
Consent


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and Modification attached thereto and substitute in lieu of that form the
Amended and Restated Consent and Modification attached hereto as Exhibit 1.

16.      Continuing Effect of Agreement.

                  This November Agreement shall not constitute an amendment or
modification of any other provision of the Agreement not expressly referred to
herein. Except as expressly amended or modified herein, the provisions of the
Agreement are and shall remain in full force and effect.

17.      Governing Law.

                  The parties agree that this November Agreement shall be
governed by and construed in all respects in accordance with the laws of the
State of New York, without regard to its conflicts of law or choice of law
principles.

18.      Counterparts.

                  This November Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

19.      Captions; Sections.

                  The captions contained in this November Agreement are for
reference purposes only and are not part of this November Agreement. Unless
otherwise indicated, all references to Sections shall mean and refer to the
referenced Sections of the Agreement.

20.      Entire Agreement.

                  Except as otherwise expressly provided herein, this November
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other prior agreements,
understandings, representations and warranties both written and oral, between
the parties hereto with respect to the subject matter hereof.


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


                           CINGULAR WIRELESS LLC


                           By: /s/ STEPHEN A. MCGAW
                              -------------------------------------------------
                              Name: Stephen A. McGaw
                              Title: Executive Vice President -
                                     Corporate Development


                           SPECTRASITE HOLDINGS, INC.


                           By: /s/ STEPHEN H. CLARK
                              -------------------------------------------------
                              Stephen H. Clark
                              President and Chief Executive Officer


                           SOUTHERN TOWERS, INC.


                           By: /s/ STEPHEN H. CLARK
                              -------------------------------------------------
                              Stephen H. Clark
                              President and Chief Executive Officer


                           CA/NV TOWER HOLDINGS, LLC

                           By: Southern Towers, Inc., its sole Member


                           By: /s/ STEPHEN H. CLARK
                              -------------------------------------------------
                              Stephen H. Clark
                              President and Chief Executive Officer


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