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                                                                    Exhibit 4.18



                          REGISTRATION RIGHTS AGREEMENT




                             Dated December 20, 2000




                                      among




                            SPECTRASITE HOLDINGS, INC




                                       and




                            CIBC WORLD MARKETS CORP.




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                          REGISTRATION RIGHTS AGREEMENT



                  THIS  REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is made
and entered into December 20, 2000, among SPECTRASITE HOLDINGS, INC., a Delaware
corporation  (the  "Company"),  and CIBC  WORLD  MARKETS  CORP  (the  "Placement
Agent").

                  This  Agreement is made  pursuant to the  Placement  Agreement
dated  December  15,  2000,  among the  Company  and the  Placement  Agent  (the
"Placement  Agreement"),  which  provides  for the  sale by the  Company  to the
Placement  Agent  of an  aggregate  of  $200,000,000  principal  amount  of  the
Company's 12 1/2% Senior Notes due 2010 (the "Notes").  The Notes will be issued
pursuant  to an  Indenture,  to be dated as of  December  20,  2000  between the
Company and the United  States  Trust  Company of New York (the  "Trustee").  In
order to induce the Placement Agent to enter into the Placement  Agreement,  the
Company has agreed to provide to the Placement Agent and its direct and indirect
transferees the registration  rights set forth in this Agreement.  The execution
of this Agreement is a condition to the closing under the Placement Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1.       Definitions.

                  As used in this Agreement,  the following  capitalized defined
terms shall have the following meanings:

                  "1933 Act" shall mean the  Securities  Act of 1933, as amended
from time to time.

                  "1934 Act" shall mean the Securities  Exchange Act of 1934, as
amended from time to time.

                  "Closing Date" shall mean the Closing Date as defined in the
Placement Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

                  "Exchange  Offer" shall mean the exchange offer by the Company
         of Exchange Notes for Registrable  Securities  pursuant to Section 2(a)
         hereof.

                  "Exchange Offer  Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate   form)  and  all  amendments   and   supplements  to  such
         registration statement, in each case including the Prospectus contained
         therein,  all  exhibits  thereto  and  all  material   incorporated  by
         reference therein.

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                  "Exchange  Notes" shall mean Notes issued by the Company under
         the Indenture  containing terms identical to the Notes (except that the
         Exchange  Notes will not contain  restrictions  on transfer)  and to be
         offered to Holders  in  exchange  for Notes  pursuant  to the  Exchange
         Offer.

                  "Holder"  shall mean the  Placement  Agent,  for so long as it
         owns any Registrable  Securities,  and each of its successors,  assigns
         and direct and indirect  transferees  who become  registered  owners of
         Registrable Securities under the Indenture;  provided that for purposes
         of Sections 4 and 5 of this Agreement,  the term "Holder" shall include
         Participating Broker-Dealers (as defined in Section 4(a)).

                  "Indenture"  shall mean the  Indenture  relating  to the Notes
         dated as of December 20, 2000  between the Company and the Trustee,  as
         the same may be amended from time to time in accordance  with the terms
         thereof.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate  Principal  Amount  of  outstanding  Registrable  Securities;
         provided  that  whenever  the  consent  or  approval  of  Holders  of a
         specified  percentage of Registrable  Securities is required hereunder,
         Registrable Securities held by the Company or any of its affiliates (as
         such term is  defined in Rule 405 under the 1933 Act)  (other  than the
         Placement Agent or subsequent Holders of Registrable Securities if such
         subsequent  holders  are  deemed  to be such  affiliates)  shall not be
         counted in  determining  whether  such consent or approval was given by
         the Holders of such required percentage or amount.

                  "Notes" shall have the meaning set forth in the preamble.

                  "Person" shall mean an individual,  partnership,  corporation,
         trust or  unincorporated  organization,  or a  government  or agency or
         political subdivision thereof.

                  "Placement Agent" shall have the meaning set forth in the
preamble.

                  "Placement Agreement" shall have the meaning set forth in the
preamble.

                  "Principal Amount" shall mean the principal amount of the
Notes.

                  "Prospectus"   shall  mean  the   prospectus   included  in  a
         Registration Statement,  including any preliminary prospectus,  and any
         such   prospectus  as  amended  or   supplemented   by  any  prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Securities covered by
         a  Shelf  Registration  Statement,  and by  all  other  amendments  and
         supplements to such prospectus, and in each case including all material
         incorporated by reference therein.

                  "Registrable  Securities"  shall  mean  the  Notes;  provided,
         however,  that the Notes shall cease to be  Registrable  Securities (i)
         when a  Registration  Statement  with  respect to such Notes shall have
         been  declared  effective  under the 1933 Act and such Notes shall have
         been  disposed of pursuant to such  Registration  Statement,  (ii) when
         such Notes are eligible for sale to the public  pursuant to Rule 144(k)
         (or any similar provision then in

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         force,  but not Rule 144A)  under the 1933 Act or (iii) when such Notes
         shall have ceased to be outstanding.

                  "Registration  Expenses"  shall  mean  any  and  all  expenses
         incident to  performance  of or  compliance  by the  Company  with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         National  Association  of Securities  Dealers,  Inc.  registration  and
         filing fees,  (ii) all fees and expenses  incurred in  connection  with
         compliance with state securities or blue sky laws (including reasonable
         fees and  disbursements  of counsel for any  underwriters or Holders in
         connection with blue sky  qualification of any of the Exchange Notes or
         Registrable Securities), (iii) all expenses of any Persons in preparing
         or assisting in preparing,  word processing,  printing and distributing
         any  Registration   Statement,   any  Prospectus,   any  amendments  or
         supplements  thereto,  any  underwriting  agreements,  securities sales
         agreements  and other  documents  relating  to the  performance  of and
         compliance  with this  Agreement,  (iv) all rating agency fees, (v) all
         fees and  disbursements  relating to the qualification of the Indenture
         under applicable  securities  laws, (vi) the fees and  disbursements of
         the  Trustee  and its  counsel,  (vii)  the fees and  disbursements  of
         counsel  for the  Company  and,  in the  case  of a Shelf  Registration
         Statement,  the fees and  disbursements  of one counsel for the Holders
         (which  counsel  shall be  selected by the  Majority  Holders and which
         counsel  may also be counsel  for the  Placement  Agent) and (viii) the
         fees and  disbursements  of the independent  public  accountants of the
         Company,  including  the  expenses of any special  audits or  "comfort"
         letters required by or incident to such performance and compliance, but
         excluding fees and expenses of counsel to the underwriters  (other than
         fees and  expenses  set forth in clause  (ii) above) or the Holders and
         underwriting  discounts and  commissions  and transfer  taxes,  if any,
         relating to the sale or  disposition  of  Registrable  Securities  by a
         Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company  that covers any of the  Exchange  Notes or  Registrable
         Securities  pursuant  to the  provisions  of  this  Agreement  and  all
         amendments  and  supplements  to  any  such   Registration   Statement,
         including  post-effective   amendments,  in  each  case  including  the
         Prospectus  contained  therein,  all exhibits  thereto and all material
         incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Shelf  Registration"  shall  mean  a  registration   effected
         pursuant to Section 2(b) hereof.

                  "Shelf   Registration   Statement"   shall   mean  a   "shelf"
         registration  statement of the Company  pursuant to the  provisions  of
         Section  2(b) of this  Agreement  which  covers all of the  Registrable
         Securities on an appropriate form under Rule 415 under the 1933 Act, or
         any similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration  statement,  including  post-effective
         amendments,  in each case including the Prospectus  contained  therein,
         all  exhibits  thereto  and  all  material  incorporated  by  reference
         therein.

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                  "Trustee" shall have the meaning set forth in the preamble.

                  "Underwriter" shall have the meaning set forth in Section 3
hereof.

                  "Underwritten  Registration" or "Underwritten  Offering" shall
         mean a  registration  in which  Registrable  Securities  are sold to an
         Underwriter for reoffering to the public.

                  2.       Registration Under the 1933 Act.

                  (a) To the  extent not  prohibited  by any  applicable  law or
applicable  interpretation  of the Staff of the SEC,  the Company  shall use its
reasonable  best  efforts to cause to be filed an  Exchange  Offer  Registration
Statement  covering  the offer by the Company to the Holders to exchange  all of
the  Registrable  Securities  for Exchange  Notes and to have such  Registration
Statement  remain effective until the closing of the Exchange Offer. The Company
shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been  declared  effective by the SEC and use its  reasonable  best
efforts to have the Exchange Offer consummated not later than 60 days after such
effective  date.  The Company shall  commence the Exchange  Offer by causing the
related  exchange offer  Prospectus and  accompanying  documents to be mailed to
each Holder  stating,  in addition to such other  disclosures as are required by
applicable law:

                  (i) that the  Exchange  Offer is being made  pursuant  to this
         Registration  Rights  Agreement  and  that all  Registrable  Securities
         validly tendered will be accepted for exchange;

                  (ii) the date of  acceptance  for  exchange  (which shall be a
         period  of at least 20  business  days  from the date  such  notice  is
         mailed) (the "Exchange Date");

                  (iii)  that  any  of  the  Notes  not  tendered   will  remain
         outstanding  and continue to accrue  interest,  but will not retain any
         rights under this Registration Rights Agreement;

                  (iv) that  Holders  electing  to have a  Registrable  Security
         exchanged  pursuant to the Exchange Offer will be required to surrender
         such  Registrable  Security,  together  with the  enclosed  letters  of
         transmittal,  to the  institution  and at the  address  (located in the
         Borough of  Manhattan,  The City of New York)  specified  in the notice
         prior to the close of business on the last Exchange Date; and

                  (v) that Holders will be entitled to withdraw their  election,
         not later than the close of business on the  business  day  immediately
         preceding the Exchange Date, by sending to the  institution  and at the
         address  (located  in the Borough of  Manhattan,  The City of New York)
         specified in the notice a telegram,  telex,  facsimile  transmission or
         letter setting forth the name of such Holder,  the Principal  Amount of
         the Registrable  Securities delivered for exchange and a statement that
         such  Holder is  withdrawing  his  election  to have  such  Registrable
         Securities exchanged.

                  As soon as  practicable  after  the last  Exchange  Date,  the
Company shall:

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                  (i)     accept for exchange Registrable Securities or portions
thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and

                  (ii)  deliver,  or cause to be  delivered,  to the Trustee for
         cancellation all Registrable Securities or portions thereof so accepted
         for  exchange  by the  Company  and  issue,  and cause the  Trustee  to
         promptly  authenticate  and mail to each Holder,  an Exchange  Security
         equal in Principal  Amount to the Principal  Amount of the  Registrable
         Securities surrendered by such Holder.

The Company shall use its reasonable best efforts to complete the Exchange Offer
as provided above and shall comply with the applicable  requirements of the 1933
Act, the 1934 Act and other  applicable  laws and regulations in connection with
the Exchange  Offer.  The Exchange Offer shall not be subject to any conditions,
other  than that the  Exchange  Offer  does not  violate  applicable  law or any
applicable  interpretation  of the Staff of the SEC.  The  Company  shall,  upon
request of the  Placement  Agent,  inform the  Placement  Agent of the names and
addresses of the Holders to whom the Exchange  Offer is made,  and the Placement
Agent shall have the right,  subject to applicable  law, to contact such Holders
and otherwise  facilitate the tender of  Registrable  Securities in the Exchange
Offer.

                  (b) In the  event  that (i) the  Company  determines  that the
Exchange Offer Registration  provided for in Section 2(a) above is not available
or may not be consummated  as soon as  practicable  after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff  of the  SEC,  (ii)  the  Exchange  Offer  is not  for  any  other  reason
consummated  by June 20, 2001 or (iii) the Exchange Offer has been completed and
in the  written  opinion  of  counsel  for the  Placement  Agent a  Registration
Statement  must be filed and a Prospectus  must be  delivered  by the  Placement
Agent in connection  with any offering or sale of  Registrable  Securities,  the
Company  shall use its  reasonable  best efforts to cause to be filed as soon as
practicable after such determination,  date or notice of such written opinion of
counsel  is given  to the  Company,  as the  case  may be, a Shelf  Registration
Statement  providing  for the  sale  by the  Holders  of all of the  Registrable
Securities and to have such Shelf  Registration  Statement declared effective by
the SEC.  In the event the  Company  is  required  to file a Shelf  Registration
Statement  solely as a result of the matters  referred to in clause (iii) of the
preceding  sentence,  the Company shall use its reasonable  best efforts to file
and have  declared  effective  by the SEC both an  Exchange  Offer  Registration
Statement  pursuant to Section 2(a) with respect to all  Registrable  Securities
and a  Shelf  Registration  Statement  (which  may  be a  combined  Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Placement Agent after completion
of the Exchange Offer.  The Company agrees to use its reasonable best efforts to
keep  the  Shelf  Registration   Statement   continuously  effective  until  the
expiration  of the  period  referred  to in  Rule  144(k)  with  respect  to the
Registrable  Securities or such shorter  period that will  terminate when all of
the Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement (the "Applicable Period"). The
Company further agrees to supplement or amend the Shelf  Registration  Statement
if  required  by  the  rules,  regulations  or  instructions  applicable  to the
registration form used by the Company for such Shelf  Registration  Statement or
by the 1933 Act or by any  other  rules  and  regulations  thereunder  for shelf
registration or if reasonably  requested by a Holder with respect to information
relating to such  Holder,  and to use its  reasonable  best efforts to cause any
such amendment to become effective and such Shelf

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Registration Statement to become usable as soon as thereafter  practicable.  The
Company agrees to furnish to the Holders of Registrable Securities copies of any
such  supplement  or amendment  promptly  after its being used or filed with the
SEC.

                  (c)  The  Company  shall  pay  all  Registration  Expenses  in
connection with the registration  pursuant to Section 2(a) or Section 2(b). Each
Holder shall pay all underwriting  discounts and commissions and transfer taxes,
if any,  relating  to the  sale or  disposition  of  such  Holder's  Registrable
Securities pursuant to the Shelf Registration Statement.

                  (d) An  Exchange  Offer  Registration  Statement  pursuant  to
Section 2(a) hereof or a Shelf  Registration  Statement pursuant to Section 2(b)
hereof will not be deemed to have become  effective  unless it has been declared
effective by the SEC;  provided,  however,  that, if, after it has been declared
effective,   the  offering  of  Registrable   Securities  pursuant  to  a  Shelf
Registration Statement is interfered with by any stop order, injunction or other
order of the SEC or any other  governmental  agency or court,  such Registration
Statement will be deemed not to have become  effective during the period of such
interference  until the  offering  of  Registrable  Securities  pursuant to such
Registration Statement may legally resume. As provided for in the Indenture,  in
the event  the  Exchange  Offer is not  consummated  and the Shelf  Registration
Statement  is  not  declared   effective  on  or  prior  to  June  20,  2001  (a
"Registration Default"), the interest rate on the Notes will be increased by .5%
per annum (in  addition to the accrual of  interest  otherwise  due on the Notes
("Additional Interest"). Additional Interest will accrue from June 20, 2001, and
be  payable  in cash  semi-annually,  commencing  November  15,  2001  until the
Exchange Offer is consummated  or the Shelf  Registration  Statement is declared
effective by the SEC.

                  (e) The  parties  hereto  agree that the  Additional  Interest
provided for in this Section 2 constitutes  the sole and exclusive  remedy for a
Registration  Default and is a  reasonable  estimate of the damages  that may be
incurred  by  Holders  of  Notes by  reason  of  failure  of an  Exchange  Offer
Registration Statement or a Shelf Registration Statement to be filed or declared
effective, an Exchange Offer to be consummated or a Shelf Registration Statement
to remain effective, as the case may be, in accordance with this Section 2.

                  3.       Registration Procedures.

                  In connection with the obligations of the Company with respect
to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Company shall as expeditiously as possible:

                  (a) prepare and file with the SEC a Registration  Statement on
         the  appropriate  form  under  the 1933  Act,  which  form (x) shall be
         selected  by the  Company  and  (y)  shall,  in  the  case  of a  Shelf
         Registration,  be available for the sale of the Registrable  Securities
         by the selling  Holders  thereof and (z) shall comply as to form in all
         material  respects with the  requirements  of the  applicable  form and
         include or incorporate by reference all financial  statements  required
         by the SEC to be filed  therewith,  and use its reasonable best efforts
         to cause such  Registration  Statement to become  effective  and remain
         effective in accordance with Section 2 hereof;

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                  (b)  prepare  and  file  with  the  SEC  such  amendments  and
         post-effective  amendments  to each  Registration  Statement  as may be
         necessary  to  keep  such  Registration  Statement  effective  for  the
         Applicable  Period and cause each  Prospectus to be supplemented by any
         required  prospectus  supplement and, as so  supplemented,  to be filed
         pursuant  to Rule 424  under  the 1933  Act;  to keep  each  Prospectus
         current  during the period  described  under  Section 4(3) and Rule 174
         under the 1933 Act that is  applicable  to  transactions  by brokers or
         dealers with respect to the Registrable Securities or Exchange Notes;

                  (c) in the case of a Shelf  Registration,  furnish  to counsel
         for the  Placement  Agent,  to one  counsel for the Holders and to each
         Underwriter of an Underwritten Offering of Registrable  Securities,  if
         any, without charge, as many copies of each Prospectus,  including each
         preliminary  Prospectus,  and any amendment or  supplement  thereto and
         such other  documents as such  counsel or  Underwriter  may  reasonably
         request, in order to facilitate the public sale or other disposition of
         the Registrable Securities; and the Company consents to the use of such
         Prospectus and any amendment or supplement  thereto in accordance  with
         applicable law by each of the selling Holders of Registrable Securities
         and any such  Underwriters  in connection with the offering and sale of
         the Registrable  Securities  covered by and in the manner  described in
         such  Prospectus or any  amendment or supplement  thereto in accordance
         with applicable law;

                  (d) use its reasonable best efforts to register or qualify the
         Registrable  Securities  under all applicable state securities or "blue
         sky" laws of such jurisdictions as any Holder of Registrable Securities
         covered by a Registration Statement shall reasonably request in writing
         by the time the applicable Registration Statement is declared effective
         by the SEC,  to  cooperate  with such  Holders in  connection  with any
         filings required to be made with the National Association of Securities
         Dealers,  Inc.  and do any and all other acts and  things  which may be
         reasonably  necessary or advisable to enable such Holder to  consummate
         the  disposition  in  each  such   jurisdiction  of  such   Registrable
         Securities owned by such Holder;  provided,  however,  that the Company
         shall not be required to (i) qualify as a foreign  corporation  or as a
         dealer in securities in any  jurisdiction  where it would not otherwise
         be required to qualify but for this Section 3(d), (ii) file any general
         consent to service of process or (iii)  subject  itself to  taxation in
         any such jurisdiction if it is not so subject;

                  (e) in the case of a Shelf  Registration,  notify one  counsel
         for the Holders and counsel for the  Placement  Agent  promptly and, if
         requested by any such Holder or counsel, confirm such advice in writing
         (i) when a  Registration  Statement  has become  effective and when any
         post-effective  amendment thereto has been filed and becomes effective,
         (ii) of any request by the SEC or any state  securities  authority  for
         amendments and  supplements to a Registration  Statement and Prospectus
         or for  additional  information  after the  Registration  Statement has
         become  effective,  (iii)  of  the  issuance  by the  SEC or any  state
         securities  authority of any stop order suspending the effectiveness of
         a Registration  Statement or the initiation of any proceedings for that
         purpose,  (iv)  if,  between  the  effective  date  of  a  Registration
         Statement and the closing of any sale of Registrable Securities covered
         thereby, the representations and warranties of the Company contained in
         any underwriting agreement, securities sales agreement or other

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         similar  agreement,  if any,  relating to the offering cease to be true
         and correct in all  material  respects or if the Company  receives  any
         notification with respect to the suspension of the qualification of the
         Registrable  Securities for sale in any  jurisdiction or the initiation
         of any proceeding  for such purpose,  (v) of the happening of any event
         during the period a Shelf  Registration  Statement is  effective  which
         makes any statement made in such Registration  Statement or the related
         Prospectus  untrue in any material respect or which requires the making
         of any changes in such Registration Statement or Prospectus in order to
         make  the   statements   therein  not   misleading   and  (vi)  of  any
         determination  by the  Company  that a  post-effective  amendment  to a
         Registration Statement would be appropriate;

                  (f) make every  reasonable  effort to obtain the withdrawal of
         any order suspending the  effectiveness of a Registration  Statement at
         the  earliest  possible  moment and  provide  immediate  notice to each
         Holder of the withdrawal of any such order;

                  (g) in the  case  of a  Shelf  Registration,  furnish  to each
         Holder  of  Registrable  Securities,   without  charge,  at  least  one
         conformed copy of each  Registration  Statement and any  post-effective
         amendment thereto (without documents  incorporated therein by reference
         or exhibits thereto, unless requested);

                  (h) in the case of a Shelf  Registration,  cooperate  with the
         selling  Holders of  Registrable  Securities to  facilitate  the timely
         preparation  and delivery of Registrable  Securities to be sold and not
         bearing any restrictive legends and enable such Registrable  Securities
         to be in such  denominations  (consistent  with the  provisions  of the
         Indenture)  and  registered  in such names as the  selling  Holders may
         reasonably  request at least one  business  day prior to the closing of
         any sale of Registrable Securities;

                  (i) in the case of a Shelf  Registration,  upon the occurrence
         of  any  event  contemplated  by  Section  3(e)(v)  hereof,  use  their
         reasonable  best  efforts to prepare and file with the SEC a supplement
         or post-effective  amendment to a Registration Statement or the related
         Prospectus  or any document  incorporated  therein by reference or file
         any other  required  document so that, as  thereafter  delivered to the
         purchasers of the  Registrable  Securities,  such  Prospectus  will not
         contain  any untrue  statement  of a  material  fact or omit to state a
         material fact necessary to make the statements therein, in light of the
         circumstances  under which they were made, not misleading.  The Company
         agrees to notify  the  Holders  to  suspend  use of the  Prospectus  as
         promptly as practicable  after the occurrence of such an event, and the
         Holders hereby agree to suspend use of the Prospectus until the Company
         has amended or supplemented the Prospectus to correct such misstatement
         or omission;

                  (j) a reasonable time prior to the filing of any  Registration
         Statement, any Prospectus, any amendment to a Registration Statement or
         amendment or supplement to a Prospectus or any document  which is to be
         incorporated by reference into a Registration Statement or a Prospectus
         after  initial  filing  and  before  effectiveness  of  a  Registration
         Statement,  provide copies of such document to the Placement  Agent and
         its counsel (and, in the case of a Shelf Registration Statement, to one
         counsel for the  Holders) and make such of the  representatives  of the
         Company as shall be reasonably requested by the

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         Placement   Agent  or  its  counsel  (and,  in  the  case  of  a  Shelf
         Registration  Statement, to the Holders or their counsel) available for
         discussion of such document, and shall not at any time file or make any
         amendment  to  the  Registration  Statement,   any  Prospectus  or  any
         amendment of or supplement to a Registration  Statement or a Prospectus
         of which the  Placement  Agent and its counsel  (and,  in the case of a
         Shelf  Registration  Statement,  one counsel for the Holders) shall not
         have  previously  been  advised  and  furnished  a copy or to which the
         Placement   Agent  or  its  counsel  (and,  in  the  case  of  a  Shelf
         Registration  Statement,  the Holders or their counsel) shall object in
         writing within five business days of receipt;

                  (k)  obtain  a  CUSIP  number  for  all   Exchange   Notes  or
         Registrable  Securities,  as the  case  may  be,  not  later  than  the
         effective date of a Registration Statement;

                  (l)  cause  the  Indenture  to be  qualified  under  the Trust
         Indenture Act of 1939, as amended (the "TIA"),  in connection  with the
         registration  of the Exchange Notes or Registrable  Securities,  as the
         case may be,  cooperate with the Trustee and the Holders to effect such
         changes to the  Indenture as may be required for the Indenture to be so
         qualified in accordance with the terms of the TIA and execute,  and use
         their  reasonable  best  efforts to cause the Trustee to  execute,  all
         documents as may be required to effect such changes and all other forms
         and documents required to be filed with the SEC to enable the Indenture
         to be so qualified in a timely manner;

                  (m) in the case of a Shelf  Registration,  make  available for
         inspection  by one  representative  of the  Holders of the  Registrable
         Securities,  any Underwriter  participating in any disposition pursuant
         to such Shelf Registration Statement, and one counsel designated by the
         Holders,  at reasonable times and in a reasonable manner, all financial
         and other records,  pertinent  documents and properties of the Company,
         and cause the  officers,  directors  and  employees  of the  Company to
         supply all information reasonably requested by any such representative,
         Underwriter  or  attorney  in  connection  with  a  Shelf  Registration
         Statement;

                  (n) in the case of a Shelf  Registration,  use its  reasonable
         best efforts to cause all  Registrable  Securities  to be listed on any
         securities  exchange  or any  automated  quotation  system on which the
         Notes are then listed if  requested  by the  Majority  Holders,  to the
         extent  such  Registrable   Securities   satisfy   applicable   listing
         requirements;

                  (o) use its best  efforts  to cause the  Exchange  Notes to be
         rated or continue to be rated by two nationally recognized  statistical
         rating  organizations  (as such term is defined in Rule 436(g)(2) under
         the 1933 Act), if the Registrable Securities have been so rated;

                  (p) if  reasonably  requested  by any  Holder  of  Registrable
         Securities   covered  by  a   Registration   Statement,   (i)  promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information  with  respect  to such  Holder as such  Holder  reasonably
         requests in writing to be included therein and is required to correct a
         material misstatement or omission and (ii) make all required filings of
         such Prospectus


                                       9
<PAGE>   11

         supplement  or such  post-effective  amendment  as soon as  practicable
         after the  Company  has  received  notification  of the  matters  to be
         incorporated in such filing; and

                  (q) in the  case  of a Shelf  Registration,  enter  into  such
         customary  agreements  and take all such other  actions  in  connection
         therewith  (including  those  requested by the Holders of a majority of
         the  Registrable  Securities  being  sold)  in  order  to  expedite  or
         facilitate the disposition of such  Registrable  Securities  including,
         but not limited to, an  Underwritten  Offering and in such  connection,
         (i) to the extent possible, make such representations and warranties to
         the Holders and any  Underwriters of such  Registrable  Securities with
         respect  to the  business  of the  Company  and its  subsidiaries,  the
         Registration  Statement,   Prospectus  and  documents  incorporated  by
         reference or deemed incorporated by reference, if any, in each case, in
         form,  substance  and  scope  as are  customarily  made by  issuers  to
         underwriters in underwritten offerings and confirm the same if and when
         requested,  (ii)  obtain  opinions  of  counsel to the  Company  (which
         counsel and opinions, in form, scope and substance, shall be reasonably
         satisfactory to the Holders and such  Underwriters and their respective
         counsel)   addressed  to  each  selling   Holder  and   Underwriter  of
         Registrable  Securities,  covering the matters  customarily  covered in
         opinions  requested in underwritten  offerings,  (iii) obtain "comfort"
         letters  from  the  independent  certified  public  accountants  of the
         Company (and, if necessary,  any other certified  public  accountant of
         any  subsidiary  of the  Company,  or of any  business  acquired by the
         Company for which  financial  statements  and financial data are or are
         required to be included in the  Registration  Statement)  addressed  to
         each selling Holder and  Underwriter of  Registrable  Securities,  such
         letters  to be in  customary  form  and  covering  matters  of the type
         customarily   covered  in   "comfort"   letters  in   connection   with
         underwritten   offerings,   and  (iv)   deliver  such   documents   and
         certificates as may be reasonably  requested by the Majority Holders of
         the Registrable  Securities being sold or the  Underwriters,  and which
         are customarily  delivered in underwritten  offerings,  to evidence the
         continued validity of the representations and warranties of the Company
         made pursuant to clause (i) above and to evidence  compliance  with any
         customary conditions contained in an underwriting agreement.

                  In the case of a Shelf Registration Statement, the Company may
require  each Holder of  Registrable  Securities  to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such  Registrable  Securities  as the Company  may from time to time  reasonably
request in writing.

                  In the case of a Shelf  Registration  Statement,  each  Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event  of the kind  described  in  Section  3(e)(v)  hereof,  such  Holder  will
forthwith  discontinue  disposition  of  Registrable  Securities  pursuant  to a
Registration  Statement  until  such  Holder's  receipt  of  the  copies  of the
supplemented or amended Prospectus  contemplated by Section 3(i) hereof, and, if
so directed  by the  Company,  such  Holder will  deliver to the Company (at its
expense) all copies in its possession,  other than permanent file copies then in
such Holder's possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such  notice.  If the  Company  shall give any
such notice to suspend the disposition of Registrable  Securities  pursuant to a
Registration  Statement,  the Company shall extend the Applicable  Period by the
number of days  during the period from and  including  the date of the giving of
such notice to and including

                                       10
<PAGE>   12

the date when the Holders  shall have  received  copies of the  supplemented  or
amended Prospectus  necessary to resume such dispositions.  The Company may give
any such  notice only twice  during any 365 day period and any such  suspensions
may not  exceed 30 days for each  suspension  and there may not be more than two
suspensions in effect during any 365-day period.

                  The  Holders  of  Registrable  Securities  covered  by a Shelf
Registration  Statement who desire to do so may sell such Registrable Securities
in an Underwritten  Offering. In any such Underwritten  Offering, the investment
banker or investment bankers and manager or managers (the  "Underwriters")  that
will  administer  the offering  will be selected by the Majority  Holders of the
Registrable Securities included in such offering.

                  4.       Participation of Broker-Dealers in Exchange Offer.

                  (a) The  Staff  of the SEC has  taken  the  position  that any
broker-dealer  that receives  Exchange Notes for its own account in the Exchange
Offer in exchange for Notes that were acquired by such broker-dealer as a result
of market-making or other trading activities (a "Participating  Broker-Dealer"),
may be deemed to be an "underwriter" within the meaning of the 1933 Act and must
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Notes.

                  The Company  understands  that it is the Staff's position that
if  the  Prospectus  contained  in the  Exchange  Offer  Registration  Statement
includes a plan of  distribution  containing a statement to the above effect and
the means by which  Participating  Broker-Dealers may resell the Exchange Notes,
without  naming the  Participating  Broker-Dealers  or specifying  the amount of
Exchange Notes owned by them, such Prospectus may be delivered by  Participating
Broker-Dealers  to satisfy their prospectus  delivery  obligation under the 1933
Act in connection with resales of Exchange Notes for their own accounts, so long
as the Prospectus otherwise meets the requirements of the 1933 Act.

                  (b)  In  light  of  the  above,   notwithstanding   the  other
provisions of this  Agreement,  the Company  agrees that the  provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may  be,  reasonably  requested  by the  Placement  Agent  or by one or  more
Participating Broker-Dealers,  in each case as provided in clause (ii) below, in
order to  expedite  or  facilitate  the  disposition  of any  Exchange  Notes by
Participating  Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

                  (i) the Company  shall not be required to amend or  supplement
         the Prospectus contained in the Exchange Offer Registration  Statement,
         as would  otherwise  be  contemplated  by  Section  3(i),  for a period
         exceeding  180 days  after the  Exchange  Date (as such  period  may be
         extended  pursuant to the  penultimate  paragraph  of Section 3 of this
         Agreement) and Participating  Broker-Dealers shall not be authorized by
         the Company to deliver and shall not deliver such Prospectus after such
         period in connection  with the resales  contemplated by this Section 4;
         and

                  (ii) the application of the Shelf Registration  procedures set
         forth in Section 3 of this Agreement to an Exchange Offer Registration,
         to the extent not required by the


                                       11
<PAGE>   13

         positions  of the  Staff of the SEC or the 1933 Act and the  rules  and
         regulations  thereunder,  will be in  conformity  with  the  reasonable
         request to the Company by the  Placement  Agent or with the  reasonable
         request  in writing to the  Company by one or more  broker-dealers  who
         certify to the  Placement  Agent and the  Company in writing  that they
         anticipate that they will be Participating Broker-Dealers; and provided
         further  that,  in  connection  with  such  application  of  the  Shelf
         Registration  procedures  set forth in Section 3 to an  Exchange  Offer
         Registration,  the Company shall be obligated (x) to deal only with one
         entity  representing the Participating  Broker-Dealers,  which shall be
         CIBC  World  Markets  Corp.  unless  it  elects  not  to  act  as  such
         representative,  (y) to pay the fees and  expenses  of only one counsel
         representing the Participating  Broker-Dealers,  which shall be counsel
         to the Placement Agent unless such counsel elects not to so act and (z)
         to cause to be  delivered  only  one,  if any,  "comfort"  letter  with
         respect to the  Prospectus  in the form  existing on the last  Exchange
         Date and with respect to each  subsequent  amendment or supplement,  if
         any, effected during the period specified in clause (i) above.

                  (c) The Placement Agent shall have no liability to the Company
or any Holder with respect to any request  that it may make  pursuant to Section
4(b) above.

                  5.       Indemnification and Contribution.

                  (a) The Company  agrees to  indemnify  and hold  harmless  the
Participating  Broker-Dealers  (including  the  Placement  Agent  acting in such
capacity),  each Holder and each Person,  if any, who controls the Participating
Broker-Dealers or any Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act, from and against all losses,  claims, damages
and  liabilities  (including,  without  limitation,  any legal or other expenses
reasonably incurred by the Participating Broker-Dealers,  any Holder or any such
controlling Person in connection with defending or investigating any such action
or claim)  caused by any untrue  statement  or  alleged  untrue  statement  of a
material fact contained in any Registration Statement (or any amendment thereto)
pursuant to which Exchange Notes or Registrable Securities were registered under
the 1933 Act,  including all  documents  incorporated  therein by reference,  or
caused by any  omission  or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  or caused by any untrue  statement or alleged untrue statement of a
material fact  contained in any Prospectus  (as amended or  supplemented  if the
Company shall have furnished any amendments or supplements  thereto),  or caused
by any omission or alleged  omission to state therein a material fact  necessary
to make the statements  therein in light of the  circumstances  under which they
were made not  misleading,  except  insofar as such losses,  claims,  damages or
liabilities  are caused by any such  untrue  statement  or  omission  or alleged
untrue   statement  or  omission   based  upon   information   relating  to  the
Participating  Broker-Dealers  or any Holder furnished to the Company in writing
through any of the Participating  Broker-Dealers or any Holder expressly for use
therein; provided, however, that (i) the Company shall not be liable in any such
case to the extent that such loss,  claim,  damage or liability arises out of or
is based upon any untrue  statement or alleged  untrue  statement or omission or
alleged  omission  made in a  Registration  Statement  or  Prospectus  or in any
amendment or supplement thereto or in any preliminary  Prospectus  relating to a
Shelf  Registration  Statement in reliance upon and in  conformity  with written
information  pertaining  to  such  Holder  or  Participating  Broker-Dealer  and
furnished  to the  Company  by or on  behalf  of such  Holder  or  Participating
Broker-Dealer specifically for inclusion therein, (ii) the

                                       12
<PAGE>   14

foregoing indemnity agreement with respect to any Registration  Statement or any
preliminary  Prospectus (or amendment or supplement  thereto) shall not inure to
the benefit of any Holder or  Participating  Broker-Dealer  from whom the person
asserting any such losses,  claims,  damages or liabilities  purchased Notes, or
any person controlling such Holder or Participating Broker-Dealer,  if a copy of
the  Prospectus  contained  in the  Registration  Statement  (as then amended or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto)  was not sent or given by or on behalf of such Holder or  Participating
Broker-Dealer  to such person,  at or prior to the written  confirmation  of the
sale of the Notes to such person if required to be delivered under the 1933 Act,
and if the Prospectus contained in the Registration Statement (as so amended and
supplemented)  would  have  cured the defect  giving  rise to such loss,  claim,
damage or liability,  and (iii) with respect to any untrue statement or omission
or alleged  untrue  statement  or omission  made in any  preliminary  Prospectus
relating to a Shelf Registration Statement, the indemnity agreement contained in
this   subsection  (a)  shall  not  inure  to  the  benefit  of  any  Holder  or
Participating  Broker-Dealer  from whom the person  asserting  any such  losses,
claims, damages or liabilities purchased the Notes concerned, to the extent that
a Prospectus  relating to such Notes was required to be delivered by such Holder
or  Participating  Broker-Dealer  under  the 1933 Act in  connection  with  such
purchase  and any such  loss,  claim,  damage  or  liability  of such  Holder or
Participating  Broker-Dealer  results  from the fact that  there was not sent or
given to such  person,  at or prior to the written  confirmation  of the sale of
such Notes to such  person,  a copy of the final  Prospectus  if the Company had
previously   furnished   copies   thereof  to  such   Holder  or   Participating
Broker-Dealer;  provided further, however, that this indemnity agreement will be
in  addition to any  liability  which the  Company  may  otherwise  have to such
indemnified  party. In connection with any  Underwritten  Offering  permitted by
Section 3, the Company will also  indemnify the  Underwriters,  if any,  selling
brokers, dealers and similar securities industry professionals  participating in
the distribution, their officers and directors and each Person who controls such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent
as  provided  above  with  respect to the  indemnification  of the  Holders,  if
requested in connection with any Registration Statement.

                  (b)  Each  Holder  agrees,   severally  and  not  jointly,  to
indemnify  and hold  harmless  the  Company,  the  Participating  Broker-Dealers
(including  the Placement  Agent acting in such  capacity) and the other selling
Holders,  and  each  of  their  respective  directors,  officers  who  sign  the
Registration  Statement and each Person,  if any, who controls the Company,  the
Participating  Broker-Dealers and any other selling Holder within the meaning of
either  Section  15 of the  1933 Act or  Section  20 of the 1934 Act to the same
extent  as the  foregoing  indemnity  from  the  Company  to  the  Participating
Broker-Dealers and the Holders,  but only with reference to information relating
to such Holder  furnished to the Company in writing by such Holder expressly for
use in any Registration  Statement (or any amendment  thereto) or any Prospectus
(or any amendment or supplement thereto).

                  (c)  In  case  any  proceeding   (including  any  governmental
investigation)  shall be  instituted  involving  any  Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the  "indemnified  party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying  party") in writing and the
indemnifying  party, upon request of the indemnified party, shall retain counsel
reasonably  satisfactory to the  indemnified  party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and

                                       13
<PAGE>   15

disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  indemnified  party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  indemnified  party unless (i) the  indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such counsel or (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests between them. It is understood that the indemnifying  party
shall not, in connection with any proceeding or related  proceedings in the same
jurisdiction,  be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Placement Agent and all Persons,
if any, who control the Placement  Agent within the meaning of either Section 15
of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more
than one separate firm (in addition to any local  counsel) for the Company,  its
directors,  its officers who sign the Registration Statement and each Person, if
any, who controls the Company  within the meaning of either such Section and (c)
the fees and expenses of more than one  separate  firm (in addition to any local
counsel) for all Holders and all Persons, if any, who control any Holders within
the meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred, in each case, subject to receipt of an invoice.
In such case involving the Placement Agent and Persons who control the Placement
Agent,  such firm shall be  designated in writing by CIBC World Markets Corp. In
such case involving the Holders and such Persons who control Holders,  such firm
shall be designated in writing by the Majority Holders. In all other cases, such
firm shall be designated  by the Company.  The  indemnifying  party shall not be
liable for any settlement of any proceeding effected without its written consent
but,  if  settled  with such  consent  or if there be a final  judgment  for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or  liability  by reason of such  settlement  or  judgment.
Notwithstanding  the foregoing  sentence,  if at any time an  indemnified  party
shall have requested an indemnifying  party to reimburse the  indemnified  party
for fees and  expenses  of  counsel  as  contemplated  by the  second  and third
sentences  of this  paragraph,  the  indemnifying  party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent
if (i) such  settlement  is entered into more than 30 days after receipt by such
indemnifying  party of the aforesaid  request and (ii) such  indemnifying  party
shall not have  reimbursed the  indemnified  party for such fees and expenses of
counsel in accordance with such request prior to the date of such settlement. No
indemnifying  party shall,  without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened  proceeding in respect
of which  such  indemnified  party is or could  have been a party and  indemnity
could  have  been  sought  hereunder  by such  indemnified  party,  unless  such
settlement includes an unconditional  release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.

                  (d) If the  indemnification  provided for in paragraph  (a) or
paragraph  (b) of this  Section  5 is  unavailable  to an  indemnified  party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying   party  under  such  paragraph,   in  lieu  of  indemnifying  such
indemnified party thereunder,  shall contribute to the amount paid or payable by
such  indemnified  party  as  a  result  of  such  losses,  claims,  damages  or
liabilities  in such  proportion as is appropriate to reflect the relative fault
of the  indemnifying  party or  parties  on the one hand and of the  indemnified
party  or  parties  on the  other  hand in  connection  with the  statements  or
omissions that resulted in such losses, claims, damages or liabilities,  as well
as any

                                       14
<PAGE>   16

other relevant equitable  considerations.  The relative fault of the Company and
the Holders and  Participating  Broker  Dealers shall be determined by reference
to,  among other  things,  whether the untrue or alleged  untrue  statement of a
material  fact or the  omission  or alleged  omission  to state a material  fact
relates  to  information  supplied  by the  Company  or by the  Holders  and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct  or  prevent  such  statement  or  omission.   The  Holders'  respective
obligations  to  contribute  pursuant  to  this  Section  5(d)  are  several  in
proportion to the respective Principal Amount of Registrable  Securities of such
Holder that were registered pursuant to a Registration Statement.

                  (e) The  Company  and each  Holder  agree that it would not be
just or equitable if contribution  pursuant to this Section 5 were determined by
pro rata  allocation  or by any other  method of  allocation  that does not take
account of the equitable  considerations referred to in paragraph (d) above. The
amount  paid or  payable  by an  indemnified  party as a result  of the  losses,
claims,  damages and  liabilities  referred to in  paragraph  (d) above shall be
deemed to include,  subject to the  limitations  set forth  above,  any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating  or  defending  any such  action  or  claim.  Notwithstanding  the
provisions  of this  Section 5, no Holder  shall be  required  to  indemnify  or
contribute  any amount in excess of the amount by which the total price at which
Registrable  Securities  were  sold by such  Holder  exceeds  the  amount of any
damages that such Holder has  otherwise  been  required to pay by reason of such
untrue or alleged untrue  statement or omission or alleged  omission.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the 1933 Act)  shall be  entitled  to  contribution  from any Person who was not
guilty of such fraudulent  misrepresentation.  The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

                  The indemnity and  contribution  provisions  contained in this
Section 5 shall remain operative and in full force and effect  regardless of (i)
any termination of this Agreement,  (ii) any investigation  made by or on behalf
of the Placement Agent, any Holder or any Person controlling the Placement Agent
or any Holder,  or by or on behalf of the Company,  its officers or directors or
any Person  controlling  the Company,  (iii)  acceptance  of any of the Exchange
Notes  and  (iv)  any  sale  of  Registrable  Securities  pursuant  to  a  Shelf
Registration Statement.

                  6.       Miscellaneous.

                  (a) No  Inconsistent  Agreements.  The Company has not entered
into,  and on or after  the date of this  Agreement  will not  enter  into,  any
agreement  which is  inconsistent  with the  rights  granted  to the  Holders of
Registrable  Securities  in this  Agreement  or  otherwise  conflicts  with  the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.

                  (b) Amendments and Waivers.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given  unless the Company  has  obtained  the written  consent of the
Majority Holders affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement,

                                       15
<PAGE>   17

waiver or consent to any departure from the provisions of Section 5 hereof shall
be effective as against any Holder of Registrable Securities unless consented to
in writing by such Holder.

                  (c) Notices. All notices and other communications provided for
or permitted  hereunder  shall be made in writing by  hand-delivery,  registered
first-class  mail,  telex,  telecopier,  or any courier  guaranteeing  overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c),  which address  initially is, with respect to the Placement Agent,
the address set forth in the  Placement  Agreement;  and (ii) if to the Company,
initially at the  Company's  address set forth in the  Placement  Agreement  and
thereafter at such other  address,  notice of which is given in accordance  with
the provisions of this Section 6(c).

                  All such  notices and  communications  shall be deemed to have
been duly given:  at the time delivered by hand, if personally  delivered;  five
business days after being deposited in the mail,  postage prepaid,  if mailed by
certified or registered  mail; when answered back, if telexed on a business day;
when receipt is  acknowledged,  if telecopied on a business day; and on the next
business  day if  timely  delivered  to an air  courier  guaranteeing  overnight
delivery.

                  Copies of all such notices,  demands, or other  communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

                  (d) Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the  successors,  assigns and transferees of each
of the  parties,  including,  without  limitation  and  without  the need for an
express assignment,  subsequent  Holders;  provided that nothing herein shall be
deemed to permit any  assignment,  transfer or other  disposition of Registrable
Securities  in  violation  of the  terms  of  the  Placement  Agreement.  If any
transferee of any Holder shall acquire  Registrable  Securities,  in any manner,
whether by operation of law or otherwise,  such Registrable  Securities shall be
held  subject to all of the terms of this  Agreement,  and by taking and holding
such  Registrable  Securities such Person shall be  conclusively  deemed to have
agreed to be bound by and to  perform  all of the terms and  provisions  of this
Agreement and such Person shall be entitled to receive the benefits hereof.  The
Placement Agent (in its capacity as Placement  Agent) shall have no liability or
obligation  to the  Company  with  respect to any  failure by a Holder to comply
with,  or any breach by any Holder of,  any of the  obligations  of such  Holder
under this Agreement.

                  (e) Purchases and Sales of  Securities.  The Company shall not
purchase and then resell or otherwise transfer any Securities.

                  (f) Third Party Beneficiary.  The Holders shall be third party
beneficiaries to the agreements made hereunder  between the Company,  on the one
hand,  and the Placement  Agent,  on the other hand, and shall have the right to
enforce  such  agreements  directly  to the  extent  they deem such  enforcement
necessary  or  advisable  to  protect  their  rights or the  rights  of  Holders
hereunder.

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<PAGE>   18

                  (g) Counterparts. This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (h)  Headings.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                  (i)  Governing  Law. This  Agreement  shall be governed by the
laws of the State of New York.

                  (j)  Severability.  In the  event  that any one or more of the
provisions contained herein, or the application thereof in any circumstance,  is
held   invalid,   illegal  or   unenforceable,   the   validity,   legality  and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                                       17

<PAGE>   19



                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first written above.


                           SPECTRASITE HOLDINGS, INC.


                             By:/s/ David P. Tomick
                                -------------------------
                              Name: David P. Tomick
                                     Title:




Confirmed and accepted as of the date first above written:

By:      CIBC World Markets Corp.


By: /s/ Martin Friedman
   -------------------------------
      Name: Martin Friedman
      Title:Managing Director

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