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                                                                    Exhibit 10.1


                               PURCHASE AGREEMENT


                                      Among


                           SPECTRASITE HOLDINGS, INC.


                                       and


                             THE SEVERAL PURCHASERS
                           NAMED IN SCHEDULE I HERETO





                                   Relating to

                        4,000,000 Shares of Common Stock
                                       and
              Warrants to Purchase 1,500,000 Shares of Common Stock





                          Dated as of November 20, 2000






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<PAGE>






                                TABLE OF CONTENTS


                                                                            Page



                                    ARTICLE I

                           PURCHASE AND SALE OF COMMON
                         STOCK AND ISSUANCE OF WARRANTS

SECTION 1.01.            Issuance and Sale of the Shares and Warrants to the
                         Purchasers............................................2
SECTION 1.02.            Closing Date..........................................2

                                                  ARTICLE II

                                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 2.01.            Organization and Qualification; Power and Authority...3
SECTION 2.02.            Subsidiaries..........................................3
SECTION 2.03.            Capitalization........................................4
SECTION 2.04.            Authorization of Agreements. Etc......................4
SECTION 2.05.            Validity..............................................5
SECTION 2.06.            Governmental Approvals................................6
SECTION 2.07.            Financial Statements, Etc.............................6
SECTION 2.08.            Absence of Certain Changes or Events..................7
SECTION 2.09.            Actions Pending.......................................8
SECTION 2.10.            Intellectual Property Rights..........................9
SECTION 2.11.            Taxes.................................................9
SECTION 2.12.            Compliance with Law...................................9
SECTION 2.13.            Employee Matters.....................................10
SECTION 2.14.            Environmental Matters................................11
SECTION 2.15.            Contracts............................................12
SECTION 2.16.            Offering of the Securities...........................13
SECTION 2.17.            Related Party Transactions...........................13
SECTION 2.18.            Accuracy of Representations and Warranties in the
                          Agreement to Sublease...............................13
SECTION 2.19.            Brokers..............................................14
SECTION 2.20.            Condition of Assets..................................14
SECTION 2.21.            Title to Properties..................................14
SECTION 2.22.            Investment Company Act...............................14
SECTION 2.23.            Adequate Insurance...................................14

                                      -i-
<PAGE>

SECTION 2.24.            Shelf Registration Statement.........................14
SECTION 2.25.            Knowledge of the Company.............................15

                                                  ARTICLE III

                               REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

SECTION 3.01.            Authorization........................................15
SECTION 3.02.            Validity.............................................15
SECTION 3.03.            Investment Representations...........................15
SECTION 3.04.            Governmental Approvals...............................16
SECTION 3.05.            Brokers..............................................16
SECTION 3.06.            Actions Pending......................................16
SECTION 3.07.            Confidentiality......................................17

                                                  ARTICLE IV

                                                   COVENANTS

SECTION 4.01.            Use of Proceeds......................................17
SECTION 4.02.            Further Assurances...................................17
SECTION 4.03.            Lock-up..............................................18
SECTION 4.04.            Shelf Registration...................................18
SECTION 4.05.            Confidentiality......................................18

                                                   ARTICLE V

                                             CONDITIONS PRECEDENT

SECTION 5.01.            Conditions Precedent to the Obligations of the
                         Purchasers...........................................19
SECTION 5.02.            Conditions Precedent to the Obligations of the
                         Company..............................................21

                                                  ARTICLE VI

                                                 MISCELLANEOUS

SECTION 6.01.            Expenses, Indemnification............................21
SECTION 6.02.            Survival of Agreements...............................22
SECTION 6.03.            Parties in Interest..................................22

                                      -ii-
<PAGE>

SECTION 6.04.            Notices..............................................22
SECTION 6.05.            Entire Agreement; Assignment.........................23
SECTION 6.06.            Counterparts.........................................24
SECTION 6.07.            Governing Law........................................24
SECTION 6.08.            Headings.............................................24
SECTION 6.09.            Jurisdiction.........................................24
SECTION 6.10.            Severability.........................................24

                                     -iii-

<PAGE>




                                        INDEX TO EXHIBITS AND SCHEDULES



      Exhibit                   Description
         A                      Form of Warrant Agreement
         B                      Form of Amendment to the Third Amended and
                                      Restated Stockholders' Agreement
         C                      Form of Registration Rights Agreement
         D                      Form of Opinion of Dow, Lohnes & Albertson, PLLC
         E                      Form of Opinion of Paul, Weiss, Rifkind, Wharton
                                & Garrison

     Schedules                  Description
         I                      Purchasers

                                      -iv-

<PAGE>





                               PURCHASE AGREEMENT


                  PURCHASE  AGREEMENT,  dated as of  November  20,  2000,  among
SpectraSite  Holdings,  Inc., a Delaware  corporation (the  "Company"),  and the
several   Purchasers  named  in  Schedule  I  hereto  (each  a  "Purchaser"  and
collectively, the "Purchasers").

                  WHEREAS,  the Company desires to sell to the  Purchasers,  and
the several  Purchasers  desire to purchase  from the Company,  on the terms and
subject to the conditions set forth herein, (i) an aggregate of 4,000,000 shares
(the "Shares") of Common Stock, par value $0.001 per share ("Common Stock"),  of
the Company, (ii) warrants (the "Series I Warrants") to purchase an aggregate of
600,000  shares of Common Stock,  subject to  adjustment  (the "Series I Warrant
Shares"),  at an exercise  price equal to $21.56 per share,  (iii) warrants (the
"Series II  Warrants")  to purchase  an  aggregate  of 450,000  shares of Common
Stock,  subject to adjustment (the "Series II Warrant  Shares"),  at an exercise
price of $23.86 per share and (iv)  warrants  (the  "Series III  Warrants"  and,
collectively  with  the  Series I  Warrants  and the  Series  II  Warrants,  the
"Warrants") to purchase an aggregate of 450,000 shares of Common Stock,  subject
to adjustment (the "Series III Warrant Shares" and, collectively with the Series
I Warrant Shares and the Series II Warrant  Shares,  the "Warrant  Shares";  the
Shares, the Warrants and the Warrant Shares are collectively  referred to as the
"Securities"), at an exercise price of $28.00 per share.

                  WHEREAS,  contemporaneously  with the closing of the  purchase
and sale of the Shares,  the Company will issue and sell $200 million  aggregate
principal  amount  of its % Senior  Convertible  Notes  due 2010  pursuant  to a
purchase   agreement  and  related   agreements  and   instruments   (the  "Debt
Documents"); and

                  WHEREAS, the Company has entered into the Agreement to
Sublease, dated as of August 25, 2000 (the "Agreement to Sublease"), among the
Company, SBC Wireless, Inc. and Southern Towers, Inc. ("Towers");

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants herein contained, the parties hereto agree as follows:

<PAGE>
                                      -2-

                                    ARTICLE I

                           PURCHASE AND SALE OF COMMON
                         STOCK AND ISSUANCE OF WARRANTS


                  SECTION 1.01.         Issuance and Sale of the Shares and
Warrants to the Purchasers.

                  (a)......Subject to the terms and conditions set forth herein,
on the Closing Date (as hereinafter  defined) the Company shall issue,  sell and
deliver to the  Purchasers,  and each such Purchaser,  acting  severally and not
jointly,  shall  purchase  from the Company,  (i) the number of shares of Common
Stock set forth  opposite  the name of such  Purchaser  on  Schedule I under the
heading "Number of Shares of Common Stock"  (subject to  reallocation  among the
Purchasers as they shall  determine) and (ii) Warrants to purchase the number of
Warrant Shares set forth opposite the name of such Purchaser on Schedule I under
the  heading  "Number of Warrant  Shares"  (subject  to  reallocation  among the
Purchasers as they shall determine).  The aggregate purchase price of the Shares
and Warrant Shares shall be $75,000,000.  On the Closing Date, the Company shall
issue certificates in definitive form, registered in the name of each Purchaser,
representing the number of Shares and Warrants issued to such Purchaser.

                  (b)......As payment in full for the shares of Common Stock and
the  Warrants  being  purchased  by it  hereunder,  and against  delivery of the
certificate  or  certificates  therefor as  aforesaid,  on the Closing Date each
Purchaser, acting severally and not jointly, shall transfer, by wire transfer of
immediately  available funds to an account designated by the Company, the amount
set forth  opposite  the name of such  Purchaser on Schedule I under the heading
"Aggregate Purchase Price."

                  SECTION 1.02. Closing Date. The issuance, sale and delivery of
the Shares  contemplated by Section 1.01 (the "Closing") shall take place at the
offices of Cahill Gordon & Reindel,  New York, New York, on November 20, 2000 at
10:00  a.m.,  New York  time,  or at such other  place,  date and time as may be
mutually agreed upon among the parties hereto (such date and time of the Closing
being herein called the "Closing Date").

<PAGE>
                                      -3-

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY


                  The  Company  represents  and  warrants to the  Purchasers  as
follows:

                  SECTION  2.01.  Organization  and  Qualification;   Power  and
Authority.  The Company is a corporation  validly  existing and in good standing
under the laws of the State of Delaware and has all  requisite  corporate  power
and authority to own or lease and operate its properties and assets and to carry
on its business as it is now being conducted. The Company is duly qualified as a
foreign  corporation  to  do  business,   and  is  in  good  standing,  in  each
jurisdiction  in which the  character of its  properties  owned or leased or the
nature of its activities makes such  qualification  necessary,  except where the
failure  to be so  qualified  would not have a  material  adverse  effect on the
rights or  remedies  of the  Purchasers,  or on the  ability  of the  Company to
perform  its  obligations  to the  Purchasers,  under  this  Agreement  and  the
Ancillary  Agreements  (as defined in Section  2.04  below) or on the  business,
operations, property, assets, liabilities, condition (financial or otherwise) or
results of operations of the Company and its  subsidiaries,  taken as a whole (a
"Material Adverse Effect"). The Company has the corporate power and authority to
execute,  deliver and perform all of its obligations hereunder and under each of
the Ancillary Agreements.

                  SECTION 2.02.  Subsidiaries.  Each Significant  Subsidiary (as
such term is defined in Rule 1-02(w) of  Regulation  S-X  promulgated  under the
Securities  Act of 1933,  as amended (the  "Securities  Act")) of the Company is
duly  organized,  validly  existing and in good  standing  under the laws of its
jurisdiction  of  organization   and  has  all  requisite   corporate  or  other
organizational  power and  authority to own or lease and operate its  properties
and  assets  and to carry on its  business  as it is now being  conducted.  Each
Significant  Subsidiary of the Company is duly  qualified as a foreign entity to
do business and is in good standing in each  jurisdiction in which the character
of its  properties  owned or leased or the nature of its  activities  makes such
qualification  necessary,  except where the failure to be so qualified would not
have a Material Adverse Effect.  All the outstanding  shares of capital stock of
the Significant Subsidiaries are duly authorized, validly issued, fully paid and
nonassessable  and are owned by the Company or by a  wholly-owned  subsidiary of
the  Company  free and clear of any liens,  claims,  charges,  rights of others,
security  interests,  prior  assignments  or other  encumbrances  of any  nature
whatsoever (collectively,  "Claims"), other than Claims existing pursuant to the
existing bank credit agreement of SpectraSite Communications,  Inc., dated as of
April 20, 1999, as amended through the date hereof (the "Credit Agreement").

<PAGE>
                                      -4-

                  SECTION 2.03.         Capitalization.

                  (a)......As  of the date hereof,  after  giving  effect to the
transactions  contemplated  hereby,  the authorized capital stock of the Company
consists  of  300,000,000  shares of  Common  Stock.  As of  October  31,  2000,
138,343,490  of Common  Stock were issued and  outstanding,  all of which shares
were duly  authorized and validly  issued and are fully paid and  nonassessable.
The Company has not issued any shares of Common  Stock since  November 15, 2000,
except for shares issued in the ordinary  course upon exercise of options and an
immaterial   number  of  shares  issued  as  consideration  in  connection  with
acquisitions by the Company.

                  (b)......As  of  September  30, 2000,  options (the  "Employee
Stock  Options")  to  purchase  an  aggregate  8,964,040  of  Common  Stock  are
outstanding  under the Company's  employee stock option plan (the "Company Stock
Plan").

                  (c)......Except   as  set  forth  in  this  Agreement  or  the
Company's Third Amended and Restated Stockholders' Agreement (the "Stockholders'
Agreement"),  as amended on the date  hereof,  the Company is not a party to any
voting  trust,  voting  agreement,  proxy or similar  agreement  with respect to
shares of capital stock of the Company.

                  (d)......Except  for  employment  obligations  and  contracts,
neither the Company nor any of its subsidiaries  has any obligation  (contingent
or other) to  purchase,  redeem or  otherwise  acquire any shares of its capital
stock  or any  interest  therein  or to pay  any  dividend  or  make  any  other
distribution in respect thereof which purchase,  redemption or acquisition would
have a Material Adverse Effect.

                  (e)......Immediately after the Closing, all outstanding shares
of Common Stock (i) will have been duly  authorized  and validly issued and (ii)
will be fully paid and  nonassessable  and,  in the case of the shares of Common
Stock  issued  hereunder,  held of record by the  Purchasers  in the amounts set
forth  opposite  the name of such  Purchasers  on  Schedule  I hereto  under the
heading "Number of Shares of Common Stock." In addition,  immediately  after the
Closing there will be 1,500,000  shares of Common Stock reserved for issuance by
the Company upon  exercise of the Warrants  held by the  Purchasers  (subject to
adjustment pursuant to the Warrant Agreement).

                  SECTION 2.04.         Authorization of Agreements. Etc.

                  (a)......Each of (i) the execution and delivery by the Company
of this  Agreement,  the Warrant  Agreement in  substantially  the form attached
hereto  as  Exhibit  A,  Amendment  No.  1 to  the  Stockholders'  Agreement  in
substantially  the  form  attached  hereto  as  Exhibit  B  (the  "Stockholders'
Agreement Amendment") and the Registration Rights Agreement

<PAGE>
                                      -5-

     in substantially  the form attached hereto as Exhibit C (the  "Registration
     Rights  Agreement,"  and  collectively  with  the  Warrant  Agreement,  the
     Warrants  and  the  Stockholders'   Agreement  Amendment,   the  "Ancillary
     Agreements"),  (ii)  the  performance  by the  Company  of its  obligations
     hereunder and under each of the Ancillary  Agreements,  (iii) the issuance,
     sale and  delivery  by the  Company of the Shares,  (iv) the  issuance  and
     delivery  of the  Warrants  and the shares of Common  Stock of the  Company
     issuable  upon  exercise of the Warrants,  and (v) the  performance  by the
     Company of the transactions  contemplated by the Agreement to Sublease have
     been duly  authorized  by all requisite  corporate  action and will not (w)
     violate the  Certificate  of  Incorporation  or Bylaws of the Company,  (x)
     violate any  provision  of law,  any order of any court or other  agency of
     government or any provision of any material  indenture,  agreement or other
     instrument  to which  the  Company  or any of its  properties  or assets is
     bound;  (y) conflict  with,  result in a breach of or constitute  (with due
     notice  or  lapse  of time or  both) a  default  under  any  such  material
     indenture,  agreement or other instrument; or (z) result in the creation or
     imposition  of any  Claims  in favor of any  third  person  upon any of the
     assets of the Company,  except as contemplated by the Ancillary  Agreements
     or the  Agreement  to  Sublease,  other  than,  in the cases of clauses (x)
     through (z), any violations, conflicts, creations or impositions that would
     not, individually or in the aggregate, have a Material Adverse Effect.

                  (b)......The issuance, sale and delivery of the Shares and the
issuance  and  delivery of the  Warrants  to the  Purchasers  hereunder  are not
subject to any  preemptive  rights of  stockholders  of the Company (or any such
preemptive  rights have been validly waived) or to any right of first refusal or
other similar right in favor of any person.

                  (c)......The  Warrant Shares have been duly  authorized by the
Company and, when issued upon  exercise of the Warrants in  accordance  with the
Warrant Agreement,  will be validly issued,  fully paid and nonassessable shares
of  Common  Stock.  The  issuance  and  delivery  of the  Warrant  Shares to the
Purchasers  upon  exercise of the  Warrants  are not  subject to any  preemptive
rights of stockholders  of the Company (or any such preemptive  rights have been
validly waived) or to any right of first refusal or other similar right in favor
of any person.

                  SECTION 2.05. Validity.  This Agreement has been duly executed
and  delivered  by the  Company  and  constitutes  the legal,  valid and binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms, except as such enforcement may be limited by bankruptcy,  insolvency,
reorganization  or other  laws  relating  to or  affecting  the  enforcement  of
creditors'  rights  generally or by general  principles  of equity.  Each of the
Ancillary Agreements,  when executed and delivered by the Company as provided in
this Agreement,  will constitute the legal,  valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
such  enforcement may
<PAGE>
                                      -6-

be limited by bankruptcy,  insolvency,  reorganization  or other laws  relating
to or  affecting  the  enforcement  of  creditors'  rights generally or by
general principles of equity.

                  SECTION 2.06. Governmental Approvals.  Subject to the accuracy
of the representations and warranties of the Purchasers set forth in Article III
hereof,  no  registration  or filing  with,  or consent or approval of, or other
action by, any Federal, state or other governmental agency or instrumentality is
or will be necessary for the valid  execution,  delivery and  performance by the
Company of this Agreement and the Ancillary Agreements,  the issuance,  sale and
delivery of the Shares,  the  issuance  and  delivery of the  Warrants  or, upon
exercise  thereof,  the  issuance  and  delivery  by the  Company of the Warrant
Shares,  or the  consummation  by the Company of the  transactions  contemplated
thereby or by the  Agreement to  Sublease,  other than (i)  compliance  with the
requirements of the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976, as
amended (the "HSR Act"), (ii) such filings with and approvals of the FCC and the
FAA and any other Federal or state office,  agency or regulatory  body as may be
necessary in connection with the  consummation of the SBC Transactions and (iii)
with respect to the  Agreement to Sublease,  those that the failure to obtain or
make would not have a Material Adverse Effect.

                  SECTION 2.07.         Financial Statements, Etc.

                  (a)......The Company has furnished to the Purchasers:  (i) the
audited  consolidated  balance sheet of the Company and its  subsidiaries  as of
December  31,  1999  and the  related  consolidated  statements  of  operations,
stockholders' equity and cash flows for the fiscal year then ended, certified by
Ernst & Young LLP, the independent  certified public accountants retained by the
Company and (ii) the unaudited consolidated balance sheet of the Company and its
subsidiaries as of September 30, 2000, and the related  consolidated  statements
of  operations  and cash flows for the nine months then ended,  certified by the
principal  financial  officer  of the  Company.  All such  financial  statements
(including any related  schedules and/or notes) have been prepared in accordance
with  generally  accepted  accounting  principles in the United States  ("GAAP")
consistently  applied and consistent  with prior  periods,  (i) except that such
interim  statements are subject to year-end audit adjustments  (which consist of
normal recurring accruals) and do not contain certain footnote disclosures,  and
(ii) except as otherwise disclosed in such financial  statements  (including the
schedules  or footnotes  thereto).  Such balance  sheets  fairly  present in all
material  respects the  consolidated  financial  position of the Company and its
subsidiaries as of their  respective  dates,  and such statements of operations,
stockholders'  equity and cash flows fairly present in all material respects the
consolidated  results of operations of the Company and its  subsidiaries for the
respective periods then ended.

                  (b)......Since  September  30, 2000  through the date  hereof,
neither the Company nor any of its  subsidiaries has suffered any adverse change
in its properties,  assets,
<PAGE>
                                      -7-

financial condition,  operating results or business that has had,  or would
reasonably  be  expected  to have,  a Material  Adverse Effect.

                  (c)......All   financial   projections   (the   "Projections")
concerning  the  Company  and the lease from SBC that have been  provided to the
Purchasers by the Company or its  representatives,  advisors or affiliates  have
been prepared in good faith based upon  reasonable  assumptions at the time made
(it  being   understood  that  such   projections  are  subject  to  significant
uncertainties and contingencies, many of which are beyond the Company's control,
and that no assurance can be given that such projections will be realized.)

                  SECTION 2.08. Absence of Certain Changes or Events.  Except as
set forth in any SEC filings or press releases made by the Company and except as
otherwise  expressly  contemplated  by this Agreement or in connection  with the
transactions  contemplated  by the Agreement to Sublease or the Debt  Documents,
since September 30, 2000 through the date hereof, neither the Company nor any of
its subsidiaries has:

                    (i) borrowed or refinanced  any material  amount or incurred
         any material  liabilities for money borrowed  (absolute or contingent),
         other than  revolving  credit  facility  borrowings  and trade payables
         incurred  in the  ordinary  course  of  business  consistent  with past
         practice;

                   (ii)  discharged or satisfied any material  Claim or incurred
         or paid any obligation or liability (absolute or contingent) other than
         liabilities  the discharge,  satisfaction  or incurrence of which would
         not have, individually or in the aggregate, a Material Adverse Effect;

                  (iii)  declared  or  made  any  payment  or   distribution  to
         stockholders,  or purchased or redeemed any shares of its capital stock
         or other securities  (other than repurchases from former  employees) in
         excess of $2,000,000;

                   (iv) except in the ordinary course of business or as required
         or permitted by the Credit Agreement,  mortgaged,  pledged or subjected
         to lien any of its assets, tangible or intangible, other than liens for
         current real property taxes not yet due and payable;

                    (v)  sold,  assigned  or  transferred  any of  its  material
         tangible assets, or canceled any material debts or Claim, except in the
         ordinary course of business consistent with past practice;
<PAGE>
                                      -8-

                   (vi) sold, assigned or transferred any material  Intellectual
         Property Rights (as hereinafter  defined) or other  intangible  assets,
         except  in  the  ordinary  course  of  business  consistent  with  past
         practice,

                  (vii) waived any rights of  substantial  value,  other than in
         the ordinary course of business consistent with past practice,

                 (viii) other than in the ordinary course of business consistent
         with  past  practice  or as  required  by  the  terms  of  any  written
         agreements  disclosed  to the  Purchasers,  made  any  increase  in the
         compensation (including,  without limitation,  the rate of commissions)
         payable to, or any payment of a cash bonus to, any  director,  officer,
         employee  of, or  consultant  or agent to,  the  Company  or any of its
         subsidiaries  or any other  change in the  terms or  conditions  of any
         employment  relationship other than such increases or such changes that
         would not,  individually or in the aggregate,  have a Material  Adverse
         Effect;

                   (ix) other than in the ordinary course of business consistent
         with  past  practice  or as  required  by  the  terms  of  any  written
         agreements  disclosed to the Purchasers,  announced any plan or legally
         binding  commitment  to create any employee  benefit  plan,  program or
         arrangement or to amend or modify in any material  respect any existing
         employee benefit plan,  program or arrangement  except for such benefit
         plans,  programs or arrangements that would not, individually or in the
         aggregate, have a Material Adverse Effect;

                    (x) (A) utilized accounting  principles different from those
         used in the  preparation  of the  financial  statements  referred to in
         Section  2.07(a),  (B) changed in any manner its method of  maintaining
         its books of  account  and  records  from such  methods as in effect on
         September  30,  2000 or (C)  accelerated  the  booking of  revenues  or
         deferred the booking of expenses, except in any such case to the extent
         required by GAAP; or

                   (xi) except in connection with this Agreement,  the Agreement
         to Sublease,  and the Debt Documents and the transactions  contemplated
         hereby and  thereby,  entered into any  agreement,  letter of intent or
         similar  undertaking  to take any of the actions  listed in clauses (i)
         through (x) above.

                  SECTION  2.09.  Actions  Pending.  There is no  action,  suit,
investigation  or  proceeding  pending  or,  to the  Knowledge  of the  Company,
threatened  against  the  Company  or any of its  subsidiaries,  or any of their
respective  properties  or  rights,  before  any  court  or  by  or  before  any
governmental  body or  arbitration  board or tribunal  that would  reasonably be
expected to have a Material  Adverse Effect or that in any manner  challenges or
seeks to prevent,
<PAGE>
                                      -9-

enjoin,  alter or materially  delay the  consummation  of the transactions
contemplated  hereby or by the Agreement to Sublease or any of the Ancillary
Agreements.

                  SECTION 2.10.  Intellectual  Property Rights.  The Company and
its subsidiaries  own, free and clear of all Claims,  and have the right to use,
sell,  license or dispose of, or otherwise have  sufficient  rights to use, such
material patents,  copyrights,  trademarks,  service marks, and applications and
registrations  therefor,  and  trade  names,  trade  secrets,   customer  lists,
proprietary  technology  processes and formulae,  source code, object code, data
bases, know-how, inventions, other confidential and proprietary information, and
other  intellectual  property  rights as are necessary to permit the Company and
its subsidiaries to carry on their business as currently  conducted,  except for
failures to own free and clear or have the exclusive  rights to use or otherwise
have  sufficient  rights  to use  as  would  not  have,  individually  or in the
aggregate,  a Material Adverse Effect (collectively,  the "Intellectual Property
Rights").  To the Knowledge of the Company,  there exists no infringement by any
third  party  of any of the  Intellectual  Property  Rights  that  would  have a
Material  Adverse  Effect and there is no pending  or, to the  Knowledge  of the
Company,  threatened  claim or  litigation  against  the  Company  or any of its
subsidiaries  contesting  its use of any of the  Intellectual  Property  Rights,
asserting the misuse of any of the Intellectual Property Rights or asserting the
violation of any rights of a third party,  nor, to the Knowledge of the Company,
is there any reasonable basis for any such claim,  where, in any such case, such
infringement, claim or litigation would have a Material Adverse Effect.

                  SECTION 2.11.         Taxes.

                  (a)......The  Company and each of its  subsidiaries  have duly
filed or caused to be filed all  material  federal,  state and local and foreign
tax returns, reports, estimates and information and other statements and returns
(collectively,  "Tax  Returns")  required  to be  filed by or on  behalf  of the
Company  or any such  subsidiary.  All  such Tax  Returns  were  correct  in all
material  respects as filed and all  amounts  shown as owing on such Tax Returns
have been paid.

                  (b)......Except   as  would  not,   individually   or  in  the
aggregate,  have a Material Adverse Effect,  no deficiency or adjustment for any
taxes has been proposed,  asserted or assessed against the Company or any of its
subsidiaries  and  no  federal,   state,   local  or  foreign  audits  or  other
administrative  proceedings or court  proceedings are pending with regard to any
such taxes.

                  SECTION 2.12. Compliance with Law. Neither the Company nor any
of its  subsidiaries  is in default  under any order of any court,  governmental
authority  or  arbitration  board or  tribunal  or under any  laws,  ordinances,
governmental  rules  or  regulations  to  which  the  Company  or  any  of  such
subsidiaries  is  subject,  except  for  such  defaults  that  would  not
<PAGE>
                                      -10-

have,individually or in the aggregate, a Material Adverse Effect. Neither the
Company nor any of its subsidiaries has failed to obtain any licenses, permits,
franchises or other governmental authorizations necessary to the ownership of
its properties or to the conduct of its business, except where the failure to
obtain such license, permit, franchise or other governmental authorization would
not reasonably be expected to have a Material Adverse Effect. Neither the
Company nor any of its subsidiaries will be required, as a result of the
consummation of the SBC Transactions, to obtain or renew any licenses, permits,
franchises or other governmental authorizations necessary to the ownership of
the properties of the Company or any of its subsidiaries or to the conduct of
their business after the Closing Date, other than where the failure to obtain or
renew any such license, permit, franchise or other government authorization
would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

                  SECTION 2.13.         Employee Matters.

                  (a)......Each  Employee Plan and Compensation  Arrangement has
been  administered  in compliance  with its own terms and in compliance with the
provisions of the Employee  Retirement  Income  Security Act of 1974, as amended
("ERISA"),  the Internal Revenue Code of 1986, as amended (the "Code"),  and any
other applicable  Federal or state laws, except where any such failure to comply
could not reasonably be expected to have,  individually  or in the aggregate,  a
Material Adverse Effect.  For purposes of this Section 2.13: (i) "Employee Plan"
shall mean any  retirement or welfare plan or  arrangement or any other employee
benefit  plan as  defined  in  Section  3(3) of ERISA  which the  Company or its
subsidiaries  contribute to,  sponsor,  maintain or otherwise may have liability
to; and (ii)  "Compensation  Arrangement"  shall  mean any plan or  compensation
arrangement  other than an Employee Plan,  whether  written or unwritten,  which
provides to employees, former employees, officers, directors and shareholders of
the Company any  compensation  or other  benefits,  whether  deferred or not, in
excess of base  salary or wages,  including,  but not  limited  to, any bonus or
incentive  plan,  stock rights plan,  deferred  compensation  arrangement,  life
insurance, stock purchase plan, severance pay plan and any other employee fringe
benefit plan.

                  (b)......The  Company and its  subsidiaries  are in compliance
with all laws  and  regulations  or  other  legal  or  contractual  requirements
regarding the terms and conditions of employment of employees,  former employees
or  prospective  employees or other labor related  matters,  including,  without
limitation, laws, rules, regulations,  orders, rulings, conciliation agreements,
decrees,  judgments and awards relating to wages,  hours,  the payment of social
security  and  similar   taxes,   equal   employment   opportunity,   employment
discrimination,  fair labor standards,  occupational health and safety, wrongful
discharge or violation of the personal rights of employees,  former employees or
prospective  employees,  except  for any of the  foregoing  that would not have,
individually or in the aggregate, a Material Adverse Effect.
<PAGE>
                                      -11-

                  (c)......Neither the Company, nor any of its subsidiaries, nor
any entity that is aggregated with the Company or its subsidiaries under Section
414(b), (c), (m), (o) or (t) of the Code ("Controlled Group Entity") has, within
the last six years, maintained,  adopted,  participated in or contributed to any
employee benefit plan subject to Title IV of ERISA, and neither the Company, nor
any of its  subsidiaries,  nor any  Controlled  Group  Entity has incurred or is
reasonably likely to incur material liability under Title IV of ERISA.

                  (d)......The  transactions  contemplated  hereby  and  by  the
Agreement  to  Sublease  will not (i)  result in or satisfy a  condition  to the
payment of  compensation  that would,  in  combination  with any other  payment,
result in an "excess parachute payment" within the meaning of Section 280G(b)(1)
of the Code,  (ii)  result in an  increase  in the  amount  of  compensation  or
benefits  or  accelerate  the  vesting or timing of payment of any  benefits  or
compensation  payable to or in respect of any  employee of the Company or any of
its  subsidiaries,  or (iii) result in any prohibited  transaction  described in
Section 406 of ERISA or Section  4975 of the Code for which an  exemption is not
available.

                  (e)......The Company, each Significant  Subsidiary and each of
the Foreign Plans (as  hereinafter  defined) are in compliance  with  applicable
laws and all required  contributions have been made to the Foreign Plans, except
where the failure to comply or make contributions would not, individually and in
the aggregate, have a Material Adverse Effect. Each of the Foreign Plans that is
a funded  defined  benefit  plan has a fair market  value of plan assets that is
greater than the plan's liabilities, as determined in accordance with applicable
laws. For purposes hereof, the term "Foreign Plan" shall mean any plan, program,
policy,  arrangement  or agreement  maintained or  contributed to by, or entered
into with, the Company or any  Significant  Subsidiary with respect to employees
(or former employees) employed outside the United States.

                  SECTION  2.14.  Environmental  Matters.  The  Company  and its
subsidiaries have complied with all applicable Federal,  state, local or foreign
statutes,  ordinances,  orders,  judgments,  rulings or regulations  relating to
environmental pollution or to environmental  regulation or control, except where
any such  failure  to so  comply  would  not  reasonably  be  expected  to have,
individually or in the aggregate, a Material Adverse Effect. Neither the Company
or any of its  subsidiaries,  nor any of their respective  officers,  employees,
representatives  or agents,  nor, to the  Knowledge  of the  Company,  any other
person,  has  treated,  stored,  processed,  discharged,  spilled,  or otherwise
disposed  of any  substance  defined  as  hazardous  or toxic by any  applicable
Federal,  state, local or foreign law, rule, regulation,  order or directive, or
any waste or  by-product  thereof,  at any real  property or any other  facility
owned, leased or used by the Company or any of its subsidiaries, in violation of
any  applicable   statutes,   regulations,   ordinances  or  directives  of  any
governmental  authority or court,  except for any such violations that would not
reasonably be expected to have,  individually  or in the  aggregate,  a Material
Adverse Effect. To the Knowledge of the Company, no employee or other person has
<PAGE>
                                      -12-

ever made a claim or demand against the Company or any of its subsidiaries based
on alleged damage to health caused by any such  hazardous or toxic  substance or
by any waste or by-product  thereof,  except for any such claims or demands that
would not reasonably be expected to have,  individually  or in the aggregate,  a
Material  Adverse Effect.  Neither the Company nor any of its  subsidiaries  has
been charged by any  governmental  authority with  improperly  using,  handling,
storing,  discharging or disposing of any such  hazardous or toxic  substance or
waste or by-product  thereof or with causing or permitting  any pollution of any
body of water,  except  for any such  instances  that  would not  reasonably  be
expected to have, individually or in the aggregate, a Material Adverse Effect.

                  SECTION 2.15.         Contracts.

                  (a)......All  outstanding  contracts,   intellectual  property
licenses,  leases,  agreements and arrangements or forms thereof the termination
or adverse modification of which would have a Material Adverse Effect ("Material
Contracts")  have been filed with the  Securities and Exchange  Commission  (the
"SEC").  The Company has filed with the SEC and thereby  made  available  to the
Purchasers  copies of the Material  Contracts.  To the Knowledge of the Company,
all of such Material Contracts are valid,  binding and enforceable in accordance
with their terms  (assuming the other parties thereto are bound) and are in full
force and effect,  except  where any such  invalidity  or failure to be binding,
enforceable or in full force and effect would not have,  individually  or in the
aggregate,  a Material Adverse Effect.  The Company is not and, to the Knowledge
of the  Company,  no other  party to any such  Material  Contract is in material
default  thereunder,  and no event has occurred which, with or without the lapse
of time or the giving of notice or both,  would  constitute  a material  default
thereunder,  except  for  defaults  as would not have,  individually,  or in the
aggregate,  a Material  Adverse Effect.  Since June 30, 2000 neither the Company
nor any of its subsidiaries has had any Material  Contracts  terminated prior to
the  expiration  date thereof or has been notified in writing by any third party
of its intention to terminate a Material  Contract prior to the expiration  date
thereof (and,  to the Knowledge of the Company,  no third party has notified the
Company or any of its subsidiaries in writing that it would, in the event of the
consummation  of the  transactions  contemplated  hereby or by the  Agreement to
Sublease, terminate such Material Contract).

                  (b)......Except  for  contracts  that may be  canceled  by the
Company or any of its  subsidiaries  within 30 days without any material penalty
and, in the case of clause (i), except for contracts  governing  obligations for
borrowed money filed with the Securities and Exchange  Commission,  there are no
contracts to which the Company or any of its subsidiaries is a party or by which
the Company or any of its  subsidiaries  is bound which:  (i) contain  change of
control provisions  granting to another party or other parties thereto the right
to terminate such agreements or take other action adverse to the Company or such
subsidiary upon or following a change of control,  which  termination or adverse
action would have,  individually
<PAGE>


or in the aggregate,  a Material Adverse  Effect,(ii) grant to any third party a
right of first refusal or any other  similar right to acquire any  subsidiary or
division of the Company or any material  segment of its  business or assets;  or
(iii)  purport  to  limit  the  Company  from   providing  any  service  in  any
jurisdiction,  whether  under  the  Company  name or  otherwise,  or  grant  any
exclusive  geographic,  segment or rights to any third  party,  except where the
existence of which would not have,  either  individually or in the aggregate,  a
Material Adverse Effect.

                  SECTION 2.16. Offering of the Securities.  Neither the Company
nor any person authorized or employed by the Company as agent, broker, dealer or
otherwise in  connection  with the offering or sale of the Shares or, since July
30, 2000, any similar securities of the Company, has offered any such securities
for sale to,  or  solicited  any  offers  to buy any such  securities  from,  or
otherwise  approached or  negotiated  with respect  thereto with,  any person or
persons  under  circumstances  that  involved  the use of any  form  of  general
advertising  or  solicitation  as such terms are defined in  Regulation D of the
Securities Act; and, assuming the accuracy of the representations and warranties
of the Purchasers  set forth in Article III hereof,  neither the Company nor any
person  acting  on the  Company's  behalf  has  taken or will  take  any  action
(including, without limitation, any offer, issuance or sale of any securities of
the Company  under  circumstances  that might  require the  integration  of such
transactions  with the sale of the Shares under the  Securities Act or the rules
and regulations of the SEC thereunder) that would subject the offering, issuance
or sale of the Shares to the  Purchasers to the  registration  provisions of the
Securities Act.

                  SECTION 2.17. Related Party Transactions.  Except as described
in the  Company's  SEC  filings  or  except  as  contemplated  hereby  or by the
Agreement to Sublease,  there are no existing material  arrangements or proposed
material transactions between the Company or any of its subsidiaries and (i) any
officer,  director or  stockholder of the Company or any member of the immediate
family of any of the  foregoing  persons  (such  officers,  directors and family
members being hereinafter individually referred to as a "Related Party") or (ii)
any business  (corporate or otherwise)  which a Related Party owns,  directly or
indirectly, or in which a Related Party has an ownership interest.

                  SECTION 2.18.  Accuracy of  Representations  and Warranties in
the Agreement to Sublease. The representations and warranties of the Company and
Towers  contained  in the  Agreement  to  Sublease  are true and  correct in all
material respects.

                  SECTION  2.19.  Brokers.  All  negotiations  relative  to this
Agreement and the transactions  contemplated  hereby have been carried on by the
Company  directly  with the  Purchasers  without the  intervention  of any other
person  on  behalf of the  Company  in such  manner as to give rise to any valid
claim by any other person against the  Purchasers for a finder's fee,  brokerage
commission or similar payment.

<PAGE>
                                      -14-

                  SECTION  2.20.  Condition  of Assets.  The  tangible  personal
property,  real  property,  fixtures and  equipment  used by the Company and its
subsidiaries  in the conduct of their business are in good  operating  condition
(reasonable  wear and tear excepted) and are suitable for the purposes for which
they are currently being used,  with such exceptions as would not,  individually
or in the aggregate, have a Material Adverse Effect.

                  SECTION 2.21. Title to Properties.  The Company and/or each of
its  subsidiaries  has good record title in fee simple to, or holds interests as
lessee  under  leases in full  force and  effect  in,  all real  property,  real
property fixtures and towers reflected on the financial  statements  referred to
in Section 2.07 or used in connection with its business, with such exceptions as
would not, individually or in the aggregate, have a Material Adverse Effect.

                  SECTION 2.22.  Investment Company Act. The Company is not and,
after giving effect to the transactions  contemplated hereby and the application
of the proceeds from the sale of the Shares, will not be required to register as
an "investment company" as such term is defined in the Investment Company Act of
1940, as amended.

                  SECTION  2.23.  Adequate   Insurance.   The  Company  and  its
subsidiaries  are  insured by insurers of  recognized  financial  responsibility
against such losses and risks and in such amounts as they believe are reasonable
for the  businesses in which they engage;  and the Company and its  subsidiaries
believe that they will be able to renew their existing insurance coverage as and
when such  coverage  expires  or to obtain  similar  coverage  from  financially
responsible  insurers as may be necessary to continue  their  business at a cost
that would not have a Material Adverse Effect.

                  SECTION 2.24. Shelf  Registration  Statement.  The Company has
filed a shelf registration statement (the "Shelf Registration Statement") for an
offering  to be made on a  continuous  basis  pursuant  to Rule 415 to which the
Shares and the Warrant Shares may be added on or prior to the 91st day after the
date hereof.

                  SECTION 2.25.  Knowledge of the Company.  For purposes of this
Agreement,  "Knowledge  of the Company"  shall mean the actual  knowledge of the
executive officers of the Company after due inquiry.



                                   ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS


                  Each  Purchaser,  severally  and not jointly,  represents  and
warrants to the Company as follows:
<PAGE>
                                      -15-

                  SECTION  3.01.  Authorization.The   execution,   delivery  and
performance  by such  Purchaser  of this  Agreement  and  each of the  Ancillary
Agreements to which such  Purchaser is a party,  and the purchase and receipt by
such Purchaser of the Shares and Warrants  being acquired by it hereunder,  have
been duly authorized by all requisite action on the part of such Purchaser,  and
will not (w) violate the charter or other governing documents of such Purchaser,
(x)  violate any  provision  of law,  any order of any court or other  agency of
government or any provision of any indenture,  agreement or other  instrument by
which such Purchaser or any of such Purchaser's  properties or assets are bound,
(y) conflict with, result in a breach of or constitute (with due notice or lapse
of time or  both) a  default  under  any  such  indenture,  agreement  or  other
instrument  or (z) result in any Claim upon any of the  properties  or assets of
such  Purchaser,  other  than,  in the cases of  clauses  (x),  (y) or (z),  any
violations,  conflicts  or  Claims  that  would  not,  individually  or  in  the
aggregate, have a Material Adverse Effect.

                  SECTION 3.02. Validity.  This Agreement has been duly executed
and delivered by such  Purchaser and  constitutes  the legal,  valid and binding
obligation of such Purchaser,  enforceable  against such Purchaser in accordance
with its terms.  Each of the Ancillary  Agreements to which such  Purchaser is a
party,  when  executed and  delivered in accordance  with this  Agreement,  will
constitute  the  legal,   valid  and  binding   obligation  of  such  Purchaser,
enforceable against such Purchaser in accordance with its terms.

                  SECTION 3.03.         Investment Representations.

                  (a)......Such  Purchaser is  acquiring  the  Securities  being
purchased by such  Purchaser  hereunder for such  Purchaser's  own account,  for
investment,  and not with a view  toward the resale or  distribution  thereof in
violation of applicable securities laws.

                  (b)......Such  Purchaser  understands  that the Securities are
not registered  under the Securities  Act, or any  applicable  state  securities
laws, and may not be resold unless subsequently  registered under the Securities
Act and such  other  laws or  unless an  exemption  from  such  registration  is
available.  Such Purchaser understands and agrees that, subject to the terms and
conditions  contained in the Registration Rights Agreement,  it may only pledge,
transfer,  convey or otherwise  dispose of any of the  Securities  in compliance
with the Securities Act and applicable state securities laws, as then in effect.

                  (c)......Such  Purchaser  is able to fend  for  itself  in the
transactions  contemplated  by this Agreement and such Purchaser has the ability
to bear the economic risks of the investment in the Securities  being  purchased
hereunder  and,  upon  exercise  of the  Warrants,  the Warrant  Shares,  for an
indefinite  period  of time.  Such  Purchaser  further  acknowledges  that  such
Purchaser has had the opportunity to ask questions of, and receive answers from,
officers of the Company with respect to the business and financial  condition of
the Company
<PAGE>
                                      -16-

and the terms and  conditions  of the offering of the  Securities  and to obtain
additional  information  necessary to verify such  information or can acquire it
without unreasonable effort or expense.

                  (d)......Such  Purchaser has such  knowledge and experience in
financial and business  matters that such Purchaser is capable of evaluating the
merits and risks of its investment in the  Securities.  Such  Purchaser  further
represents that such Purchaser is a "qualified institutional buyer" as such term
is defined in Rule 144A under the Securities Act with respect to its purchase of
the Shares,  and that any such Purchaser that is a limited  partnership  has not
been formed solely for the purpose of purchasing the Shares.

                  SECTION 3.04. Governmental Approvals.  Except for any required
filings  pursuant to Federal or state banking laws,  no  registration  or filing
with, or consent or approval of, or other action by, any Federal, state or other
governmental agency or instrumentality is or will be necessary by the Purchasers
for the valid execution,  delivery and performance of this Agreement and each of
the Ancillary Agreements to which such Purchaser is a party.

                  SECTION  3.05.  Brokers.  All  negotiations  relative  to this
Agreement and the transactions  contemplated hereby have been carried on by such
Purchaser  directly  with the  Company,  without the  intervention  of any other
person on behalf of such  Purchaser  in such manner as to give rise to any valid
claim by any other  person  against  the Company or the other  Purchasers  for a
finder's fee, brokerage commission or similar payment.

                  SECTION  3.06.  Actions  Pending.  There is no  action,  suit,
investigation  or  proceeding  pending or, to the  knowledge of such  Purchaser,
threatened  against such  Purchaser  that in any manner  challenges  or seeks to
prevent,  enjoin, alter or materially delay the consummation of the transactions
contemplated hereby or any of the Ancillary  Agreements or that could reasonably
be expected to have a material  adverse  effect on such  Purchaser's  ability to
perform its obligations hereunder.

                  SECTION 3.07.  Confidentiality.  Each  Purchaser  acknowledges
that  any  all  information,  including,  but  not  limited  to,  the  financial
information,  furnished to each Purchaser  pursuant to Section 2.07(c) herein is
material  non-public  information  ("Confidential  Information") and it has been
maintained and held in strict  confidentiality.  Each Purchaser  represents that
only the employees of such  Purchaser who have an active role in the purchase of
the  Securities  under  this  Agreement  have  had  access  to the  Confidential
Information  and that the  Confidential  Information  has not been presented to,
shared with or shown to any affiliates of such Purchaser or to employees of such
Purchaser who do not have an active role in the purchase of the Securities under
this Agreement.  Each Purchaser only has used Confidential  Information received
from the Company solely in connection with the  performance of such  Purchaser's
obligations  under this  Agreement.  Each  Purchaser  has  promptly  advised the
<PAGE>
                                      -17-

Company in writing of any  unauthorized  misappropriation,  disclosure or use by
any person of the  Confidential  Information  that has come to its attention and
has taken all steps  reasonably  requested by the Company,  at such  Purchaser's
expense,  to  limit,   restrict  or  otherwise  remedy  such   misappropriation,
disclosure or use. Each  Purchaser  has protected the  Confidential  Information
from disclosure to any unauthorized party.


                                   ARTICLE IV

                                    COVENANTS


                  SECTION 4.01. Use of Proceeds.  The proceeds  arising from the
sale of the Securities  shall be used to partially  fund the initial  closing of
the transactions contemplated by the Agreement to Sublease the fees and expenses
incurred in  connection  therewith  and to provide for ongoing  working  capital
requirements of the Company.

                  SECTION  4.02.  Further  Assurances.  Subject to the terms and
conditions  herein  provided,  each  of the  parties  hereto  agrees  to use its
reasonable best efforts to take, or cause to be taken,  all action and to do, or
cause to be done,  all things  necessary,  proper or advisable to consummate and
make effective as promptly as practicable the transactions  contemplated by this
Agreement and the Ancillary Agreements.

                  SECTION 4.03. Lock-up. Each Purchaser agrees that, without the
prior written  consent of the Company,  it will not, during the period ending on
the 90th day after the Closing Date, (i) offer,  pledge, sell, contract to sell,
sell any option or  contract  to  purchase,  purchase  any option or contract to
sell,  grant any  option,  right or  warrant to  purchase,  lend,  or  otherwise
transfer or dispose of,  directly or  indirectly,  any shares of Common Stock or
any securities  convertible into or exercisable or exchangeable for Common Stock
or (ii) enter into any swap or other  arrangement that transfers to another,  in
whole or in part,  any of the economic  consequences  of ownership of the Common
Stock, whether any such transaction  described in clause (i) or (ii) above is to
be settled by  delivery  of Common  Stock or such other  securities,  in cash or
otherwise.  The  foregoing  sentence  shall not apply to any transfer to (i) any
affiliate of such Purchaser,  (ii) any other Purchaser or affiliate of any other
Purchaser,  (iii) Caravelle  Investment Fund, L.L.C., (iv) Caravelle  Investment
Fund II, L.L.C.,  (v) any investment  fund controlled by at least two of Messrs.
Jay Bloom,  Andrew  Heyer or Dean  Kehler or (vi) any person (a) managed by CIBC
World Markets Corp. ("CIBC") or Trimaran Fund II, L.L.C. ("Trimaran") (including
any affiliates  thereof) or at least two of Messrs.  Bloom,  Heyer or Kehler and
(b)  substantially  all the equity  interests  of which are owned,  directly  or
indirectly,  by (1) members in Trimaran,  (2) employees of CIBC or any affiliate
thereof,   (3)  any  investor  in  the  Trimaran  investment  program  that  has
co-investment  rights  or
<PAGE>
                                      -18-

(4) any  combination of the persons named in the immediately  preceding  clauses
(1), (2) or (3), or to any of their respective  successors,  it being understood
that such  transferee  shall be  subject to the  restrictions  set forth in this
Section 4.04.
                  SECTION  4.04.  Shelf  Registration.  The Company shall comply
with its obligations under the Registration Rights Agreement. In addition, on or
prior to the 91st  day  after  the date of this  Agreement,  the  Company  shall
deliver to the Purchasers an opinion of counsel  reasonably  satisfactory to the
Purchasers and their counsel to the effect that to the knowledge of such counsel
after due inquiry a shelf  registration  statement  covering  the Shares and the
Warrant Shares has become  effective under the Securities Act, no stop order has
been issued or threatened and the Shares are and, when issued in return for full
payment of the exercise  price,  the Warrant  Shares will be,  eligible for sale
thereunder.

                  SECTION 4.05.  Confidentiality.  Each Purchaser  agrees to use
Confidential Information received from the Company solely in connection with the
performance of such Purchaser's obligations under this Agreement. Each Purchaser
further agrees to use its reasonable efforts to advise the Company in writing of
any  unauthorized  misappropriation,  disclosure  or use by  any  person  of the
Confidential  Information  that may come to its  attention and to take all steps
reasonably  requested by the Company,  at such  Purchaser's  expense,  to limit,
restrict or otherwise  remedy such  misappropriation,  disclosure  or use.  Each
Purchaser agrees to protect the Confidential  Information from disclosure to any
unauthorized party.


                                    ARTICLE V

                              CONDITIONS PRECEDENT


                  SECTION 5.01.  Conditions  Precedent to the Obligations of the
Purchasers.  The  obligations of the Purchasers  hereunder are, at their option,
subject to the  satisfaction,  on or before the Closing  Date,  of the following
conditions:

                  (a) Representations and Warranties to Be True and Correct. The
         representations  and  warranties  of  the  Company  contained  in  this
         Agreement  shall be true and  correct in all  material  respects on the
         Closing   Date,   with  the  same  force  and  effect  as  though  such
         representations  and  warranties  had been made on and as of such date,
         except to the extent any such  representation  or warranty is expressly
         stated as of a  specified  earlier  date or dates,  in which  case such
         representation  or warranty  shall be true and correct in all  material
         respects  as of such  earlier  specified  date or dates and  except for
         changes   resulting   from  the   consummation   of  the   transactions
         contemplated  by this Agreement and the Company shall have so certified
         to the Purchasers in writing.

<PAGE>
                                      -19-

                  (b) Performance. The Company shall have performed and complied
         in all material  respects with all agreements and conditions  contained
         herein  required to be performed or complied  with by it prior to or on
         the  Closing  Date,  and the  Company  shall have so  certified  to the
         Purchasers in writing.

                  (c) Supporting Documents.  On or prior to the Closing Date the
         Purchasers  and  their  counsel  shall  have  received  copies  of  the
         following supporting documents:

                           (i)   copies  of  (1)  the   Amended   and   Restated
                  Certificate  of  Incorporation  of the Company,  including all
                  amendments  thereto,  certified  as of a  recent  date  by the
                  Secretary  of  State  of  the  State  of  Delaware  and  (2) a
                  certificate of said  Secretary,  dated as of a recent date, as
                  to the due incorporation and good standing of the Company, and
                  listing  all  documents  relating  to the Company on file with
                  said official; and

                          (ii) a  certificate  of the  Secretary or an Assistant
                  Secretary  of  the   Company,   dated  the  Closing  Date  and
                  certifying  (1) that  attached  thereto is a true and complete
                  copy of the Amended and Restated  Certificate of Incorporation
                  of the Company as in effect on the date of such certification;
                  (2) that  attached  thereto is a true and complete copy of the
                  By-laws  of the  Company  as in  effect  on the  date  of such
                  certification  and at all times since  December 22, 1999;  (3)
                  that  attached   thereto  is  a  true  and  complete  copy  of
                  resolutions  adopted by the Board of  Directors of the Company
                  authorizing  the execution,  delivery and  performance of this
                  Agreement and the Ancillary Agreements, the issuance, sale and
                  delivery  of the  Shares,  the  issuance  and  delivery of the
                  Warrants  and the  reservation,  issuance  and delivery of the
                  Warrant  Shares  and  the  performance  of  the   transactions
                  contemplated  by the Agreement to Sublease,  and that all such
                  resolutions are still in full force and effect and are all the
                  resolutions   adopted  in  connection  with  the  transactions
                  contemplated by this  Agreement;  and (4) as to the incumbency
                  and  specimen   signature  of  each  officer  of  the  Company
                  executing this Agreement, the Ancillary Agreements,  the stock
                  certificates representing the Shares, the Warrant certificates
                  and any other  certificate  or instrument  furnished  pursuant
                  hereto,  and a certification by another officer of the Company
                  as to the incumbency and signature of the officer  signing the
                  certificate referred to in this paragraph (ii).

         All  such  documents  shall  be  reasonably  satisfactory  in form  and
         substance to the Purchasers and their counsel.

                  (d) Opinions of Counsel.  The  Purchasers  shall have received
         from Dow  Lohnes &  Albertson  and  Paul,  Weiss,  Rifkind,  Wharton  &
         Garrison  counsel for the

<PAGE>
                                      -20-

     Company,  opinions  dated the Closing Date,  substantially  in the forms of
     Exhibits  D  and  E,  respectively,   attached  hereto.  In  addition,  the
     Purchasers shall have received from their special counsel,  Cahill Gordon &
     Reindel,   an  opinion  dated  the  Closing  Date  in  a  form   reasonably
     satisfactory to the Purchasers.

                  (e) Legal Proceedings.  No preliminary or permanent injunction
         or other  order,  decree  or ruling  issued  by any court of  competent
         jurisdiction  nor any  statute,  rule,  regulation  or  order  entered,
         promulgated   or   enacted   by   any   governmental,   regulatory   or
         administrative  agency or authority,  or national  securities  exchange
         shall  be  in  effect  that  would  prevent  the  consummation  of  the
         transactions contemplated by this Agreement.

                  (f) Ancillary  Agreements.  Each of the  Ancillary  Agreements
         shall have been executed and delivered by each party  thereto,  and the
         same shall be in full force and effect.

                  (g)  Amendment  to Second  Amended and  Restated  Registration
         Rights Agreement. The Company and the holders of at least sixty percent
         (60%)  of the  shares  subject  to the  Company's  Second  Amended  and
         Restated Registration Rights Agreement dated as of April 20, 1999 shall
         have  executed an  amendment  thereto  reasonably  satisfactory  to the
         Purchasers to permit the terms of the Registration Rights Agreement.

                  SECTION 5.02.  Conditions  Precedent to the Obligations of the
Company. The obligations of the Company hereunder are, at its option, subject to
the satisfaction, on or before the Closing Date, of the following conditions:

                  (a) Representations and Warranties to Be True and Correct. The
         representations  and  warranties  of the  Purchasers  contained in this
         Agreement  shall be true and  correct in all  material  respects on the
         Closing Date, with the same effect as though such  representations  and
         warranties had been made on and as of such date.

                  (b)  Performance.  The  Purchasers  shall have  performed  and
         complied in all material  respects with all  agreements  and conditions
         contained  herein  required to be  performed  or complied  with by them
         prior to or on the Closing Date.

                  (c) Legal Proceedings.  No preliminary or permanent injunction
         or other  order,  decree  or ruling  issued  by any court of  competent
         jurisdiction  nor any  statute,  rule,  regulation  or  order  entered,
         promulgated   or   enacted   by   any   governmental,   regulatory   or
         administrative  agency or authority,  or national  securities  exchange
         shall  be  in
<PAGE>
                                      -21-

     effect that would prevent the consummation of the transactions contemplated
     by this Agreement.

                  (d) Ancillary  Agreements.  Each of the  Ancillary  Agreements
         shall have been executed and delivered by each Purchaser party thereto,
         and the same shall be in full force and effect.


                                   ARTICLE VI

                                  MISCELLANEOUS


                  SECTION 6.01.         Expenses, Indemnification.

                  (a)......In  the  event  that  the  transactions  contemplated
hereby are  consummated,  on the Closing Date the Company  shall  reimburse  the
Purchasers or pay on their behalf all reasonable  fees and expenses  incurred by
them in connection  with the  negotiation  and preparation of this Agreement and
the related  documents  and  agreements  (including  subsequent  amendments  and
waivers  relating hereto or to the Ancillary  Agreements)  contemplated  hereby,
including (without  limitation)  reasonable fees and expenses of Cahill Gordon &
Reindel,  accountants and  consultants,  filing fees payable pursuant to the HSR
Act (which  filing  fees shall be  advanced  by the  Company  whether or not the
transactions  contemplated hereby are consummated) and stamp, stock issuance and
other similar taxes payable in respect of the issuance of the Securities.

                  (b)......The Company agrees to indemnify and hold harmless (i)
each Purchaser,  (ii) each person,  if any, who controls  (within the meaning of
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of
1934) any such person referred to in clause (i) (any of the persons  referred to
in this clause  (ii) being  referred to herein as a  "Controlling  Person")  and
(iii) the respective  officers,  directors,  managing  directors,  stockholders,
partners, employees,  representatives,  trustees,  fiduciaries and agents of any
person referred to in clause (i) or any such Controlling Person (any such person
referred to in clause (i), (ii) or (iii), an "Indemnified  Person")  against any
losses,  claims,  damages  or  liabilities,  joint or  several,  to  which  such
Indemnified  Person may become  subject,  under the Securities Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon (i) in whole or in part any  inaccuracy
in any of the  representations and warranties of the Company contained herein or
(ii) in whole or in part any failure of the  Company to perform its  obligations
hereunder and will reimburse each such Indemnified  Person for any legal and any
other  expenses   incurred  by  such  Indemnified   Person  in  connection  with
investigating  or  defending  any such  action or claims  as such  expenses  are
incurred.
<PAGE>
                                      -22-

     The  indemnity  agreement  set forth in this  Section  6.01(b)  shall be in
     addition to any liabilities that the Company may otherwise have.

                  SECTION  6.02.   Survival  of   Agreements.   All   covenants,
agreements,  representations  and  warranties  made herein  shall  survive for a
period of 2 years 9 months from the Closing,  notwithstanding  any investigation
made at any time by or on behalf of any party hereto.  All statements  contained
in any certificate or other instrument  delivered by the Company hereunder shall
be deemed to constitute representations and warranties made by the Company.

                  SECTION   6.03.   Parties  in  Interest.   All  covenants  and
agreements contained in this Agreement by or on behalf of any party hereto shall
bind and inure to the benefit of the  respective  successors and assigns of such
party hereto whether so expressed or not.

                  SECTION  6.04.  Notices.  Any  notice or other  communications
required or permitted hereunder shall be deemed to be sufficient if contained in
a written instrument  delivered in person or duly sent by nationally  recognized
overnight  courier,  or by  telecopy  addressed  to such party at the address or
telecopy  number set forth below or such other address or telecopy number as may
hereafter be designated in writing by the addressee to the addressor listing all
parties:

                  if to the Company, to:

                           SpectraSite Holdings, Inc.
                           100 Regency Forest Drive, Suite 400
                           Cary, North Carolina  27511
                           Attention:  Mr. Stephen H. Clark
                           Telecopy:  (919) 468-8522

                  with a copy to:

                           Dow,  Lohnes &  Albertson,  PLLC  1200 New  Hampshire
                           Avenue, N.W.
                           Suite 800
                           Washington, D.C.  20036
                           Attention:  Timothy J. Kelley
                           Telecopy:  (202) 776-2222

<PAGE>
                                      -23-

     if to any  Purchaser,  to it at the address set forth on Schedule I hereto,
     with a copy to:

                           Cahill Gordon & Reindel
                           80 Pine Street
                           New York, New York  10005
                           Attention:  Roger Meltzer, Esq.

or, in any case, at such other address or addresses as shall have been furnished
in  writing  by such  party to the  other  parties  hereto.  All  such  notices,
requests,  consents  and  other  communications  shall be  deemed  to have  been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of mailing,  on the fifth  business day  following  the date of such
mailing,  (c) in the case of delivery by overnight courier,  on the business day
following the date of delivery to such courier, and (d) in the case of telecopy,
when received.

                  SECTION 6.05.  Entire  Agreement;  Assignment.  This Agreement
(including the Schedules and Exhibits  hereto)  constitutes the entire agreement
of the parties with respect to the subject  matter hereof and may not be amended
or modified nor any provisions  waived except in a writing signed by the Company
and a majority in interest (determined on the basis of amounts to be invested in
the  Company  pursuant  to  this  Agreement)  of each  of the  Purchasers.  This
Agreement  shall not be assigned by operation  of law or  otherwise  without the
prior written  consent of the other  parties  hereto (other than, in the case of
any Purchaser,  to (i) an affiliate of such Purchaser,  (ii) any other Purchaser
or affiliate of any other Purchaser,  (iii) Caravelle  Investment Fund,  L.L.C.,
(iv) Caravelle Investment Fund II, L.L.C., (v) any investment fund controlled by
at least two of  Messrs.  Jay  Bloom,  Andrew  Heyer or Dean  Kehler or (vi) any
person (a) managed by CIBC or Trimaran  (including any affiliates thereof) or at
least two of Messrs. Bloom, Heyer or Kehler and (b) substantially all the equity
interests  of which  are  owned,  directly  or  indirectly,  by (1)  members  in
Trimaran,  (2) employees of CIBC or any affiliate  thereof,  (3) any investor in
the  Trimaran  investment  program  that  has  co-investment  rights  or (4) any
combination of the persons named in the immediately preceding clause (1), (2) or
(3), or to any of their  respective  successors,  it being  understood that such
assignee shall be subject to the restrictions set forth in this Section 6.05).

                  SECTION 6.06.  Counterparts.  This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

                  SECTION 6.07.  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to the principles of conflicts law of such state.

<PAGE>
                                      -24-

                  SECTION 6.08.  Headings.  The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  SECTION  6.09.  Jurisdiction.  Each  party  to this  Agreement
hereby  irrevocably agrees that any legal action or proceeding arising out of or
relating  to this  Agreement  or the  transactions  contemplated  herein  may be
brought  in the  courts  of the  State of New York or of the  United  States  of
America for the Southern  District of New York and hereby  expressly  submits to
the personal  jurisdiction and venue of such courts for the purposes therein and
expressly  waives any claim of improper venue and any claim that such courts are
an inconvenient forum. Each party hereby irrevocably  consents to the service of
process  of  any of the  aforementioned  courts  in any  such  suit,  action  or
proceeding by the mailing of copies  thereof by  registered  or certified  mail,
postage prepaid,  to its address as provided in Section 6.04, such service to be
effective 10 days after mailing.

                  SECTION  6.10.  Severability.  If  any  one  or  more  of  the
provisions contained herein, or the application thereof in any circumstance,  is
held  invalid,  illegal or  unenforceable  in any respect  for any  reason,  the
validity,  legality  and  enforceability  of any such  provision  in every other
respect and of the remaining provisions hereof shall not be in any way impaired,
unless the provisions held invalid, illegal or unenforceable shall substantially
impair the benefits of the remaining provisions hereof.

                                      -25-

<PAGE>



                  IN  WITNESS  WHEREOF,  the  Company  and the  Purchasers  have
executed this Agreement as of the day and year first above written.

                           SPECTRASITE HOLDINGS, INC.


                           By:/s/ Adam Stulberger
                              --------------------------
                                  Name: Adam Stulberger
                                  Title:Chief Developement Officer


                            TRIMARAN FUND II, L.L.C.


                           By:/s/ Steven A. Flyer
                              --------------------------
                                  Name: Steven A. Flyer
                                  Title:Attorney-in-Fact


                            TRIMARAN CAPITAL, L.L.C.


                           By:/s/ Steven A. Flyer
                              --------------------------
                                  Name: Steven A. Flyer
                                  Title:Attorney-in-Fact


                         TRIMARAN PARALLEL FUND II, L.P.


                         By: /s/ Steven A. Flyer
                            ----------------------------
                                 Name: Steven A. Flyer
                                 Title:Attorney-in-Fact


                        CIBC EMPLOYEE PRIVATE EQUITY FUND
                               (TRIMARAN) PARTNERS


                        By: /s/ Steven A. Flyer
                           -----------------------------
                                 Name: Steven A. Flyer
                                 Title:Attorney-in-Fact


<PAGE>
                                      -26-

                       CIBC WORLD MARKETS IRELAND LIMITED


                       By: /s/ Steven A. Flyer
                          --------------------------------
                               Name: Steven A. Flyer
                               Title:Attorney-in-Fact




<PAGE>

<TABLE>
<S>                                               <C>                 <C>                         <C>



                                                  SCHEDULE I

                                                  Purchasers



                                             Number of Shares                                       Aggregate
      Name and Address of Purchaser           of Common Stock       Number of Warrant Shares      Purchase Price
Trimaran Fund II, L.L.C.                      1,402,960           series 1--210,444               $26,305,500
                                                                  series 2--157,833
                                                                  series 3--157,833
------------------------------------------
Trimaran Capital, L.L.C.                         90,920           series 1--13,638                 $1,704,750
                                                                  series 2--10,229
                                                                  series 3--10,229
------------------------------------------
Trimaran Parallel Fund II, L.P.                 591,440           series 1--88,716                $11,089,500
                                                                  series 2--66,537
                                                                  series 3--66,537
------------------------------------------
CIBC Employee Private Equity Fund               914,680           series 1--137,202               $17,150,250
   (Trimaran) Partners                                            series 2--102,901
                                                                  series 3--102,901
------------------------------------------
CIBC World Markets Ireland Limited            1,000,000           series 1--150,000               $18,750,000
                                                                  series 2--112,500
                                                                  series 3--112,500
------------------------------------------
c/o CIBC World Markets Corp.
425 Lexington Avenue
3rd Floor
New York, New York  10017
Attention:  Steven A. Flyer

</TABLE>