Exhibit 4.3




                          REGISTRATION RIGHTS AGREEMENT

                                 BY AND BETWEEN

                           SPECTRASITE HOLDINGS, INC.

                                   AS ISSUER,

                                       AND

                        MORGAN STANLEY & CO. INCORPORATED

                               AS PLACEMENT AGENT

                          DATED AS OF NOVEMBER 20, 2000



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                  THIS  REGISTRATION  RIGHTS AGREEMENT (the "Agreement") is made
and entered into as of November 20, 2000, by and between  SpectraSite  Holdings,
Inc.,  a  Delaware  corporation  (the  "Company"),  and  Morgan  Stanley  &  Co.
Incorporated  (the  "Placement   Agent")  pursuant  to  that  certain  Placement
Agreement,  dated  November  14,  2000 (the  "Placement  Agreement"),  among the
Company, on the one hand, and the Placement Agent, on the other hand.

                  In order  to  induce  the  Placement  Agent to enter  into the
Placement  Agreement,  the Company has agreed to provide the registration rights
set forth in this  Agreement.  The execution of this Agreement is a condition to
the closing under the Placement Agreement.

                  The  Company  agrees  with the  Placement  Agent,  (i) for its
benefit as  Placement  Agent and (ii) for the benefit of the  beneficial  owners
(including  the  Placement  Agent)  from time to time of the  Notes (as  defined
herein) and the  beneficial  owners from time to time of the  Underlying  Common
Stock (as  defined  herein)  issued  upon  conversion  of the Notes (each of the
foregoing a "Holder" and together the "Holders"), as follows:

Section 1. DEFINITIONS.  Capitalized terms used herein without  definition shall
have their respective meanings set forth in the Placement Agreement.  As used in
this Agreement, the following terms shall have the following meanings:

                  "Affiliate"  means with respect to any  specified  person,  an
"affiliate," as defined in Rule 144, of such person.

                  "Amendment Effectiveness Deadline Date" has the meaning set
forth in Section 2(d) hereof.

                  "Applicable  Conversion Price" as of any date of determination
means the Conversion Price in effect as of such date of determination  or, if no
Notes are then  outstanding,  the Conversion  Price that would be in effect were
Notes then outstanding.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which  banking  institutions  in The City of New
York are authorized or obligated by law or executive order to close.

                  "Common  Stock"  means the shares of common  stock,  par value
$.001 per share,  of the  Company  and any other  shares of common  stock as may
constitute  "Common  Stock"  for  purposes  of  the  Indenture,   including  the
Underlying Common Stock.

                  "Conversion Price" has the meaning assigned to such term in
the Indenture.

                  "Damages Accrual Period" has the meaning set forth in Section
2(e) hereof.

                  "Damages  Payment Date" means each interest payment date under
the Indenture in the case of Notes,  and each May 15 and November 15 in the case
of the Underlying Common Stock.

                  "Deferral Notice" has the meaning set forth in Section 3(i)
hereof.

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                  "Deferral Period" has the meaning set forth in Section 3(i)
hereof.

                  "Effectiveness Deadline Date" has the meaning set forth in
Section 2(a) hereof.

                  "Effectiveness Period" means the period commencing on the date
the Initial Shelf  Registration  Statement is declared  effective by the SEC and
ending on the date that all Registrable Securities have ceased to be Registrable
Securities.

                  "Event" has the meaning set forth in Section 2(e) hereof.

                  "Event Date" has the meaning set forth in Section 2(e) hereof.

                  "Event Termination Date" has the meaning set forth in Section
2(e) hereof.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "Filing Deadline Date" has the meaning set forth in Section
2(a) hereof.

                  "Holder" has the meaning set forth in the third paragraph of
this Agreement.

                  "Indenture"  means the  Indenture,  dated as of  November  20,
2000,  between the  Company  and United  States  Trust  Company of New York,  as
trustee, pursuant to which the Notes are being issued.

                  "Initial Shelf Registration Statement" has the meaning set
forth in Section 2(a) hereof.

                  "Issue Date" means November 20, 2000.

                  "Liquidated Damages Amount" has the meaning set forth in
Section 2(e) hereof.

                  "Losses" has the meaning set forth in Section 6 hereof.

                  "Material Event" has the meaning set forth in Section 3(i)
hereof.

                  "Notes" means the 6 3/4% Senior  Convertible Notes due 2010 of
the Company to be purchased pursuant to the Placement Agreement.

                  "Notice And Questionnaire" means a written notice delivered to
the Company  containing  substantially the information called for by the Selling
Securityholder  Notice and  Questionnaire  attached  as Annex A to the  Offering
Memorandum of the Company dated November 15, 2000 relating to the Notes.

                  "Notice  Holder"  means,  on any  date,  any  Holder  that has
delivered a Notice and Questionnaire to the Company on or prior to such date, so
long as all of their Registrable Securities that have been registered for resale
pursuant to a Notice and  Questionnaire  have not been sold in accordance with a
Registration Statement.

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                  "Placement Agent" means Morgan Stanley & Co. Incorporated.

                  "Placement Agreement" has the meaning set forth in the
preamble hereof.

                  "Prospectus" means the prospectus included in any Registration
Statement   (including,   without   limitation,   a  prospectus  that  discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities  Act),  as amended or  supplemented  by any  amendment or  prospectus
supplement,  including post-effective amendments, and all materials incorporated
by  reference  or  explicitly  deemed to be  incorporated  by  reference in such
Prospectus.

                  "Record  Holder" means (i) with respect to any Damages Payment
Date relating to any Notes as to which any such  Liquidated  Damages  Amount has
accrued,  the holder of record of such Note on the record  date with  respect to
the interest payment date under the Indenture on which such Damages Payment Date
shall occur and (ii) with respect to any Damages  Payment  Date  relating to the
Underlying  Common  Stock as to which any such  Liquidated  Damages  Amount  has
accrued, the registered holder of such Underlying Common Stock fifteen (15) days
prior to such Damages Payment Date.

                  "Registrable Securities" means the Notes until such Notes have
been  converted  into or exchanged for the  Underlying  Common Stock and, at all
times subsequent to any such conversion or exchange the Underlying  Common Stock
and any  securities  into or for which  such  Underlying  Common  Stock has been
converted or exchanged,  and any security  issued with respect  thereto upon any
stock dividend,  split or similar event until, in the case of any such security,
(A) the earliest of (i) its effective  registration under the Securities Act and
resale  in  accordance  with  the  Registration   Statement  covering  it,  (ii)
expiration  of the holding  period that would be  applicable  thereto under Rule
144(k), or any successor provision,  or (iii) its sale to the public pursuant to
Rule 144 (or any similar  provision then in force,  but not Rule 144A) under the
Securities  Act, and (B) as a result of the event or  circumstance  described in
any of the  foregoing  clauses (i)  through  (iii),  the legend with  respect to
transfer  restrictions  required under the Indenture are removed or removable in
accordance with the terms of the Indenture or such legend, as the case may be.

                  "Registration Expenses" has the meaning set forth in Section 5
hereof.

                  "Registration  Statement" means any registration  statement of
the  Company  that  covers any of the  Registrable  Securities  pursuant  to the
provisions  of  this  Agreement   including  the   Prospectus,   amendments  and
supplements to such registration statement, including post-effective amendments,
all exhibits,  and all materials  incorporated by reference or explicitly deemed
to be incorporated by reference in such registration statement.

                  "Restricted Securities" means "restricted securities" as
defined in Rule 144.

                  "Rule 144" means Rule 144 under the  Securities  Act,  as such
Rule  may be  amended  from  time to time,  or any  similar  rule or  regulation
hereafter adopted by the SEC.

                  "Rule 144A" means Rule 144A under the Securities  Act, as such
Rule  may be  amended  from  time to time,  or any  similar  rule or  regulation
hereafter adopted by the SEC.

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                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.

                  "Shelf Registration Statement" has the meaning set forth in
Section 2(a) hereof.

                  "Special  Counsel"  means  Shearman &  Sterling  or such other
successor  counsel as shall be  specified  by the  Holders of a majority  of the
Registrable Securities, but which may, with the written consent of the Placement
Agent  (which  shall  not  be  unreasonably  withheld),  be  another  nationally
recognized  law firm  experienced  in securities  law matters  designated by the
Company,  the reasonable  fees and expenses of which will be paid by the Company
pursuant to Section 5 hereof.

                  "Subsequent Shelf Registration Statement" has the meaning set
forth in Section 2(b) hereof.

                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "Trustee" means United States Trust Company of New York, the
Trustee under the Indenture.

                  "Underlying  Common  Stock"  means the Common Stock into which
the Notes are convertible or issued upon any such conversion.

Section 2. SHELF REGISTRATION.  (a). The Company shall prepare and file or cause
to be prepared and filed with the SEC, as soon as  practicable  but in any event
by the date (the "Filing  Deadline Date") ninety (90) days after the Issue Date,
a  Registration  Statement for an offering to be made on a delayed or continuous
basis  pursuant  to  Rule  415 of the  Securities  Act  (a  "Shelf  Registration
Statement")  registering  the resale from time to time by Holders thereof of all
of the Registrable Securities (the "Initial Shelf Registration Statement").  The
Initial Shelf Registration Statement shall be on Form S-3 or another appropriate
form permitting  registration of such Registrable  Securities for resale by such
Holders in accordance with the reasonable methods of distribution elected by the
Holders,   approved  by  the  Company,  and  set  forth  in  the  Initial  Shelf
Registration  Statement.  The Company shall use its reasonable  efforts to cause
the Initial  Shelf  Registration  Statement to be declared  effective  under the
Securities Act as promptly as is  practicable  but in any event by the date (the
"Effectiveness  Deadline  Date") that is one hundred eighty (180) days after the
Issue  Date,  and to keep  the  Initial  Shelf  Registration  Statement  (or any
Subsequent  Shelf  Registration  Statement)  continuously  effective  under  the
Securities Act until the expiration of the Effectiveness Period. At the time the
Initial Shelf  Registration  Statement is declared  effective,  each Holder that
became a Notice  Holder on or prior to the date ten (10)  Business Days prior to
such time of  effectiveness  shall be named as a selling  securityholder  in the
Initial Shelf Registration Statement and the related Prospectus in such a manner
as to permit such Holder to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law.

(b) If  the  Initial  Shelf  Registration  Statement  or  any  Subsequent  Shelf
Registration  Statement ceases to be effective for any reason at any time during
the Effectiveness Period, the Company shall use its reasonable efforts to obtain

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the prompt withdrawal of any order suspending the effectiveness  thereof, and in
any event shall within thirty (30) days of such cessation of effectiveness amend
the Shelf Registration  Statement in a manner reasonably  expected to obtain the
withdrawal  of the  order  suspending  the  effectiveness  thereof,  or  file an
additional Shelf  Registration  Statement covering all of the securities that as
of the date of such  filing are  Registrable  Securities  (a  "Subsequent  Shelf
Registration Statement"). If a Subsequent Shelf Registration Statement is filed,
the  Company  shall use its  reasonable  efforts to cause the  Subsequent  Shelf
Registration  Statement to become effective as promptly as is practicable  after
such  filing  and to keep  such  Registration  Statement  (or  subsequent  Shelf
Registration   Statement)   continuously   effective   until   the  end  of  the
Effectiveness Period.

(c) The Company shall supplement and 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, if
required by the Securities Act or as reasonably requested by the Placement Agent
or by the Trustee on behalf of the Holders of the Registrable Securities covered
by such Shelf Registration Statement.

(d) Each Holder of Registrable  Securities  agrees that if such Holder wishes to
sell  Registrable  Securities  pursuant to a Shelf  Registration  Statement  and
related Prospectus,  it will do so only in accordance with this Section 2(d) and
Section 3(i). Each Holder of Registrable  Securities wishing to sell Registrable
Securities  pursuant to a Shelf  Registration  Statement and related  Prospectus
agrees  to  deliver  a Notice  and  Questionnaire  to the  Company  prior to any
intended  distribution of Registrable  Securities  under the Shelf  Registration
Statement.  From and after the date the Initial Shelf Registration  Statement is
declared effective, the Company shall, as promptly as practicable after the date
a Notice and Questionnaire is delivered,  and in any event upon the later of (x)
five (5) Business  Days after such date or (y) five (5) Business  Days after the
expiration of any Deferral Period in effect when the Notice and Questionnaire is
delivered  or put into effect  within five (5)  Business  Days of such  delivery
date,  (i) if required by  applicable  law,  file with the SEC a  post-effective
amendment  to the Shelf  Registration  Statement  or prepare and, if required by
applicable  law, file a supplement to the related  Prospectus or a supplement or
amendment  to any document  incorporated  therein by reference or file any other
required document so that the Holder delivering such Notice and Questionnaire is
named as a selling  securityholder in the Shelf  Registration  Statement and the
related  Prospectus  in such a manner as to permit such  Holder to deliver  such
Prospectus  to  purchasers of the  Registrable  Securities  in  accordance  with
applicable law and, if the Company shall file a post-effective  amendment to the
Shelf  Registration  Statement,   use  its  reasonable  efforts  to  cause  such
post-effective  amendment to be declared  effective  under the Securities Act as
promptly  as is  practicable,  but in any  event  by the  date  (the  "Amendment
Effectiveness  Deadline  Date") that is forty-five (45) days after the date such
post-effective  amendment  is required by this clause to be filed;  (ii) provide
such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii)
notify such Holder as promptly as practicable after the effectiveness  under the
Securities  Act  of any  post-effective  amendment  filed  pursuant  to  Section
2(d)(i);  provided,  that if such Notice and Questionnaire is delivered during a
Deferral  Period,  or a  Deferral  Period  is put into  effect  within  five (5)
Business Days after such delivery  date,  the Company shall so inform the Holder
delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above within five (5) Business Days after expiration
of the Deferral Period in accordance with Section 3(i). Notwithstanding anything
contained  herein to the contrary,  (i) the Company shall be under no obligation

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to name any Holder that is not a Notice  Holder as a selling  securityholder  in
any  Registration  Statement  or  related  Prospectus  and  (ii)  the  Amendment
Effectiveness  Deadline  Date shall be extended by up to ten (10)  Business Days
from the  expiration  of a  Deferral  Period  (and the  Company  shall  incur no
obligation to pay  Liquidated  Damages  Amounts  during such  extension) if such
Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date.

(e) The parties  hereto agree that the Holders of  Registrable  Securities  will
suffer  damages,  and that it would not be feasible to  ascertain  the extent of
such damages with precision, if (i) the Initial Shelf Registration Statement has
not been filed on or prior to the Filing  Deadline Date,  (ii) the Initial Shelf
Registration  Statement has not been declared effective under the Securities Act
on or prior to the Effectiveness  Deadline Date, (iii) the Company has failed to
perform  its  obligations  set forth in Section  2(d)  within  the time  periods
required therein,  (iv) the aggregate duration of Deferral Periods in any period
exceeds  the number of days  permitted  in respect of such  period  pursuant  to
Section 3(i) hereof or (v) the number of Deferral  Periods in any period exceeds
the number  permitted in respect of such period  pursuant to Section 3(i) hereof
(each of the events of a type  described  in any of the  foregoing  clauses  (i)
through (v) are  individually  referred to herein as an "Event,"  and the Filing
Deadline Date in the case of clause (i), the Effectiveness  Deadline Date in the
case of clause  (ii),  the date by which the  Company is required to perform its
obligations set forth in Section 2(d) in the case of clause (iii) (including the
filing of any  post-effective  amendment  prior to the  Amendment  Effectiveness
Deadline Date), the date on which the aggregate  duration of Deferral Periods in
any period  exceeds the number of days  permitted  by Section 3(i) hereof in the
case of clause (iv), and the date of the  commencement of a Deferral Period that
causes the limit on the number of Deferral  Periods in any period under  Section
3(i) hereof to be exceeded  in the case of clause  (v),  each being  referred to
herein as an "Event Date").  Events shall be deemed to continue until the "Event
Termination  Date,"  which  shall be the  following  dates  with  respect to the
respective types of Events: the date the Initial Shelf Registration Statement is
filed in the case of an Event of the type  described in clause (i), the date the
Initial Shelf Registration  Statement is declared effective under the Securities
Act in the case of an Event of the type  described in clause (ii),  the date the
Company  performs  its  obligations  set forth in Section 2(d) in the case of an
Event of the type described in clause (iii) (including,  without limitation, the
date the relevant  post-effective  amendment to the Shelf Registration Statement
is declared  effective  under the Securities  Act),  termination of the Deferral
Period that caused the limit on the aggregate  duration of Deferral Periods in a
period set forth in Section 3(i) to be exceeded in the case of the  commencement
of an Event  of the type  described  in  clause  (iv),  and  termination  of the
Deferral Period the  commencement of which caused the number of Deferral Periods
in a period  permitted by Section 3(i) to be exceeded in the case of an Event of
the type described in clause (v).

                  Accordingly,  commencing on (and including) any Event Date and
ending on (but  excluding)  the next date on which there are no Events that have
occurred and are continuing (a "Damages Accrual Period"),  the Company agrees to
pay,  as  liquidated  damages and not as a penalty,  an amount (the  "Liquidated
Damages  Amount"),  payable on the Damages  Payment  Dates to Record  Holders of
Registrable  Securities  accruing,  as the case may be, for each portion of such
Damages Accrual Period beginning on and including a Damages Payment Date (or, if
the first date of any Damages  Accrual Period for which the  Liquidated  Damages
Amount is to be paid to Holders as a result of the  occurrence of any particular
Event is other than a Damages  Payment Date,  then the Event Date) and ending on

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but  excluding  the  first to  occur  of (A) the date of the end of the  Damages
Accrual  Period or (B) the next Damages  Payment Date, at a rate per annum equal
to one-half of one percent (0.5%) of (i) the aggregate  principal amount of such
Notes  or,  without  duplication,  (ii) in the  case of  Notes  that  have  been
converted  into  or  exchanged  for  Underlying  Common  Stock,  the  Applicable
Conversion Price of such shares of Underlying  Common Stock, as the case may be,
in each case  determined as of the Business Day  immediately  preceding the next
Damages  Payment Date;  provided,  that in the case of a Damages  Accrual Period
that is in effect solely as a result of an Event of the type described in clause
(iii) of the immediately  preceding  paragraph,  such Liquidated  Damages Amount
shall be paid only to the Holders that have delivered Notice and  Questionnaires
that caused the Company to incur the  obligations  set forth in Section 2(d) the
non-performance of which is the basis of such Event,  provided further, that any
Liquidated  Damages Amount  accrued with respect to any Note or portion  thereof
called for redemption on a redemption date or converted into  Underlying  Common
Stock on a conversion date prior to the Damages Payment Date, shall, in any such
event,  be paid instead to the Holder who submitted such Note or portion thereof
for  redemption or conversion on the  applicable  redemption  date or conversion
date, as the case may be.  Notwithstanding the foregoing,  no Liquidated Damages
Amounts shall accrue as to any  Registrable  Security from and after the earlier
of (x) the date  such  security  is no  longer a  Registrable  Security  and (y)
expiration of the  Effectiveness  Period.  The rate of accrual of the Liquidated
Damages Amount with respect to any period shall not exceed the rate provided for
in this paragraph  notwithstanding the occurrence of multiple concurrent Events.
Following  the cure of all  Events  requiring  the  payment  by the  Company  of
Liquidated Damages Amounts to the Holders of Registrable  Securities pursuant to
this Section,  the accrual of Liquidated  Damages Amounts will cease (without in
any way limiting the effect of any  subsequent  Event  requiring  the payment of
Liquidated Damages Amounts by the Company).

                  The Trustee  shall be entitled,  on behalf of Holders of Notes
or Underlying  Common Stock, to seek any available remedy for the enforcement of
this  Agreement,  including for the payment of any  Liquidated  Damages  Amount.
Notwithstanding  the foregoing,  the parties agree that the sole damages payable
for a violation of the terms of this Agreement with respect to which  liquidated
damages are expressly provided shall be such liquidated damages.

                  A11 of the  Company's  obligations  set forth in this  Section
2(e) that are outstanding  with respect to any Registrable  Security at the time
such security ceases to be a Registrable  Security shall survive until such time
as all such  obligations  with respect to such security  have been  satisfied in
full (notwithstanding termination of this Agreement pursuant to Section 8(k)).

                  The parties hereto agree that the liquidated  damages provided
for in this  Section 2(e)  constitute a reasonable  estimate of the damages that
may be incurred by Holders of Registrable Securities by reason of the failure of
the Shelf Registration  Statement to be filed or declared effective or available
for  effecting  resales  of  Registrable   Securities  in  accordance  with  the
provisions hereof.

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Section 3.        REGISTRATION PROCEDURES.  In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:

(a)  Prepare  and file with the SEC a  Registration  Statement  or  Registration
Statements on any  appropriate  form under the  Securities Act available for the
sale of the Registrable Securities by the Holders thereof in accordance with the
intended  method or  methods of  distribution  thereof,  and use its  reasonable
efforts to cause each such Registration Statement to become effective and remain
effective as provided  herein;  provided,  that before  filing any  Registration
Statement or Prospectus or any amendments or  supplements  thereto with the SEC,
furnish  to the  Placement  Agent  and the  Special  Counsel  copies of all such
documents proposed to be filed and use its reasonable best efforts to reflect in
each such  document  when so filed  with the SEC such  comments  as the  Special
Counsel  reasonably  shall propose within five (5) Business Days of the delivery
of such copies to the Placement Agent and the Special Counsel.

(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 continuously effective for the Effectiveness Period; cause the related
Prospectus to be supplemented by any required Prospectus  supplement,  and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) under the Securities  Act; and use its reasonable  best efforts to comply
with the  provisions of the  Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration  Statement during the
Effectiveness  Period in accordance with the intended  methods of disposition by
the sellers  thereof set forth in such  Registration  Statement as so amended or
such Prospectus as so supplemented.

(c) As promptly as practicable give notice to the Notice Holders,  the Placement
Agent and the Special  Counsel (i) when any Prospectus,  Prospectus  supplement,
Registration  Statement or post-effective  amendment to a Registration Statement
(other than the Initial Registration Statement) has been filed with the SEC and,
with respect to a Registration  Statement  (other than the Initial  Registration
Statement)  or any  post-effective  amendment,  when the same has been  declared
effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal
or  state   governmental   authority  for   amendments  or  supplements  to  any
Registration  Statement or related  Prospectus  or for  additional  information,
(iii) of the  issuance  by the SEC or any other  federal  or state  governmental
authority of any stop order  suspending the  effectiveness  of any  Registration
Statement or the initiation or threatening of any  proceedings for that purpose,
(iv) of the  receipt by the  Company  of any  notification  with  respect to the
suspension of the  qualification  or exemption from  qualification of any of the
Registrable  Securities  for  sale  in any  jurisdiction  or the  initiation  or
threatening of any proceeding for such purpose,  (v) after the effective date of
any Registration Statement filed pursuant to this Agreement of the occurrence of
(but not the nature of or details  concerning) a Material  Event and (vi) of the
determination by the Company that a  post-effective  amendment to a Registration
Statement will be filed with the SEC, which notice may, at the discretion of the
Company (or as required  pursuant to Section 3(i)),  state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(i) shall apply.

(d) Use reasonable  efforts to obtain the withdrawal of any order suspending the
effectiveness  of a  Registration  Statement or the lifting of any suspension of
the  qualification  (or exemption from  qualification) of any of the Registrable
Securities  for sale in any  jurisdiction  in which they have been qualified for
sale, in either case at the earliest possible moment,  and provide prompt notice
to each Notice  Holder and the  Placement  Agent of the  withdrawal  of any such
order.

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(e) If reasonably  requested by the  Placement  Agent or any Notice  Holder,  as
promptly as practicable incorporate in a Prospectus supplement or post-effective
amendment to a Registration  Statement such  information as the Placement Agent,
the  Special  Counsel or such  Notice  Holder  shall,  on the basis of a written
opinion of nationally-recognized  counsel experienced in such matters, determine
to be required to be included  therein by  applicable  law and make any required
filings of such Prospectus supplement or such post-effective amendment.

(f) As promptly as practicable  furnish to the Special Counsel and the Placement
Agent,  without  charge,  at least one (1)  conformed  copy of the  Registration
Statement  and  any  amendment  thereto,   including  financial  statements  but
excluding  schedules,  all documents  incorporated  or deemed to be incorporated
therein  by  reference  and all  exhibits  (unless  requested  in writing to the
Company by the Special Counsel, counsel or Placement Agent).

(g) During the Effectiveness Period,  deliver to each Notice Holder, the Special
Counsel and the  Placement  Agent,  in connection  with any sale of  Registrable
Securities pursuant to a Registration Statement,  without charge, as many copies
of the  Prospectus  or  Prospectuses  relating  to such  Registrable  Securities
(including each preliminary  prospectus) and any amendment or supplement thereto
as such Notice Holder may reasonably  request;  and the Company hereby  consents
(except during such periods that a Deferral  Notice is  outstanding  and has not
been  revoked) to the use of such  Prospectus  or each  amendment or  supplement
thereto by each Notice Holder,  in connection  with any offering and sale of the
Registrable Securities covered by such Prospectus or any amendment or supplement
thereto in the manner set forth therein.

(h) Prior to any public offering of the Registrable  Securities  pursuant to the
Shelf Registration  Statement,  register or qualify or cooperate with the Notice
Holders in connection with the registration or qualification  (or exemption from
such registration or qualification) of such Registrable Securities for offer and
sale  under the  securities  or Blue Sky laws of such  jurisdictions  within the
United States as any Notice Holder reasonably requests in writing (which request
may be included in the Notice and  Questionnaire);  prior to any public offering
of the Registrable Securities pursuant to the Shelf Registration Statement, keep
each such  registration  or  qualification  (or exemption  therefrom)  effective
during the  Effectiveness  Period in connection  with such Notice Holder's offer
and  sale  of  Registrable   Securities   pursuant  to  such   registration   or
qualification  (or exemption  therefrom) and do any and all other acts or things
reasonably   necessary  or  advisable   to  enable  the   disposition   in  such
jurisdictions  of such  Registrable  Securities  in the  manner set forth in the
relevant Registration Statement and the related Prospectus;  provided,  that the
Company  will 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  Agreement  or (ii) take any action that would
subject it to general  service  of process in suits or to  taxation  in any such
jurisdiction where it is not then so subject.

                                       9
<PAGE>

(i)  Upon  (A)  the  issuance  by  the  SEC  of  a  stop  order  suspending  the
effectiveness  of  the  Shelf  Registration   Statement  or  the  initiation  of
proceedings with respect to the Shelf Registration  Statement under Section 8(d)
or 8(e) of the Securities  Act, (B) the occurrence of any event or the existence
of any fact as a result of which any  Registration  Statement  shall contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading,  or any Prospectus
shall  contain  any untrue  statement  of a  material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading,  or  (C)  the  occurrence  or  existence  of any  pending  corporate
development  (a "Material  Event")  that,  in the  reasonable  discretion of the
Company,  makes  it  appropriate  to  suspend  the  availability  of  the  Shelf
Registration Statement and the related Prospectus, (i) in the case of clause (B)
above,  subject to the next  sentence,  as promptly as  practicable  prepare and
file, if necessary  pursuant to applicable  law, a  post-effective  amendment to
such  Registration  Statement or a supplement  to the related  Prospectus or any
document  incorporated  therein by reference or file any other required document
that would be  incorporated  by reference into such  Registration  Statement and
Prospectus  so that such  Registration  Statement  does not  contain  any untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not  misleading,  and such Prospectus
does not contain any untrue  statement  of a material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading,  as  thereafter  delivered  to the  purchasers  of  the  Registrable
Securities being sold thereunder, and, in the case of a post-effective amendment
to a Registration  Statement,  subject to the next sentence,  use its reasonable
efforts to cause it to be declared effective as promptly as is practicable,  and
(ii)  give  notice  to the  Notice  Holders  and the  Special  Counsel  that the
availability  of the Shelf  Registration  Statement  is  suspended  (a "Deferral
Notice") and, upon receipt of any Deferral Notice, each Notice Holder agrees not
to sell any Registrable  Securities pursuant to the Registration Statement until
such Notice Holder's receipt of copies of the supplemented or amended Prospectus
provided  for in clause  (i)  above,  or until it is  advised  in writing by the
Company  that  the  Prospectus  may be  used,  and has  received  copies  of any
additional or supplemental  filings that are incorporated or deemed incorporated
by reference in such Prospectus.  The Company will use all reasonable efforts to
ensure that the use of the  Prospectus  may be resumed (x) in the case of clause
(A) above, as promptly as is  practicable,  (y) in the case of clause (B) above,
as soon as, in the reasonable judgment of the Company,  neither the Registration
Statement nor the Prospectus contains any untrue statement of a material fact or
omits to state any material fact  required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading,  and (z) in the case of clause (C) above, as soon as,
in the discretion of the Company, such suspension is no longer appropriate.  The
Company  shall be  entitled to exercise  its right  under this  Section  3(i) to
suspend the availability of the Shelf Registration  Statement or any Prospectus,
without incurring or accruing any obligation to pay liquidated  damages pursuant
to Section 2(e), no more than one (1) time in any three month period or four (4)
times  in any  twelve  month  period,  and any  such  period  during  which  the
availability of the Registration  Statement and any Prospectus is suspended (the
"Deferral  Period")  shall,  without  incurring any obligation to pay liquidated
damages pursuant to Section 2(e), not exceed 30 days; provided, that in the case

                                       10
<PAGE>

of a Material  Event  relating to an  acquisition  or a probable  acquisition or
financing, recapitalization,  business combination or other similar transaction,
the Company may,  without  incurring any  obligation to pay  liquidated  damages
pursuant  to  Section  2(e),  deliver to Notice  Holders a second  notice to the
effect set forth above,  which shall have the effect of  extending  the Deferral
Period by up to an  additional  30 days,  or such  shorter  period of time as is
specified in such second notice,  provided,  that the aggregate  duration of any
Deferral Periods shall not,  without  incurring any obligation to pay liquidated
damages  pursuant to Section 2(e),  exceed 30 days in any three month period (or
60 days in any three month period in the event of a Material  Event  pursuant to
which the Company has delivered a second notice as required above) or 90 days in
any twelve (12) month period.

(j) If  reasonably  requested in writing in  connection  with a  disposition  of
Registrable  Securities  pursuant to a Registration  Statement,  make reasonably
available for inspection  during normal business hours by a  representative  for
the  Notice  Holders of such  Registrable  Securities,  and any  broker-dealers,
attorneys  and  accountants  retained  by  such  Notice  Holders,  all  relevant
financial and other records and pertinent  corporate documents and properties of
the Company and its subsidiaries,  and cause the appropriate officers, directors
and employees of the Company and its  subsidiaries to make reasonably  available
for inspection  during normal  business hours on reasonable  notice all relevant
information  reasonably requested by such representative for the Notice Holders,
or  any  such  broker-dealers,   attorneys  or  accountants  (collectively,  the
"Inspectors") in connection with such disposition,  in each case as is customary
for similar "Due Diligence" examinations;  provided,  however, that such persons
shall  first  agree in writing  with the Company  that any  information  that is
reasonably  and  in  good  faith   designated  by  the  Company  in  writing  as
confidential  at the  time  of  delivery  of  such  information  shall  be  kept
confidential  by such  Inspectors  and shall be used solely for the  purposes of
exercising   rights  under  this  Agreement,   unless  (i)  disclosure  of  such
information  is required by court or  administrative  order or is  necessary  to
respond  to  inquiries  of  regulatory  authorities,  (ii)  disclosure  of  such
information is required by law (including any disclosure  requirements  pursuant
to federal  securities  laws in connection  with the filing of any  Registration
Statement or the use of any  Prospectus  referred to in this  Agreement),  (iii)
such  information  becomes  generally  available  to the public  other than as a
result of a disclosure  or failure to safeguard by any such  Inspectors  or (iv)
such  information  becomes  available to any such Inspectors from a source other
than the Company and such  source is not bound by a  confidentiality  agreement,
and provided,  that the foregoing inspection and information gathering shall, to
the greatest extent possible, be coordinated on behalf of all the Notice Holders
and the other parties  entitled  thereto by the counsel referred to in Section 5
and  provided  further,  that the Company  shall not be required to disclose any
information subject to the attorney-client or attorney work product privilege if
and to the extent such disclosure  would  constitute a waiver of such privilege.
Each selling Notice Holder of such  Registrable  Securities  will be required to
further agree that it will,  upon learning that disclosure of any records of the
Company are sought by a court of competent  jurisdiction,  give prompt notice to
the  Company and allow the Company to  undertake  appropriate  action to prevent
disclosure of the records deemed confidential at the Company's expense.

(k) Use  all  reasonable  efforts  to  comply  with  all  applicable  rules  and
regulations of the SEC and, as soon as practicable will make generally available
to its securityholders earning statements (which need not be audited) satisfying
the  provisions of Section 11(a) of the  Securities  Act and Rule 158 thereunder
(or any similar rule promulgated under the Securities Act).

                                       11
<PAGE>

(l) If the Registrable  Securities are in certificated form, cooperate with each
Notice Holder to facilitate the timely  preparation and delivery of certificates
representing  Registrable Securities sold pursuant to a Registration  Statement,
which  certificates  shall not bear any  restrictive  legends,  and  cause  such
Registrable  Securities  to be in such  denominations  as are  permitted  by the
Indenture  and  registered  in such names as such  Notice  Holder may request in
writing at least three (3) Business  Days prior to any sale of such  Registrable
Securities.

(m)  Provide a CUSIP  number  for all  Registrable  Securities  covered  by each
Registration  Statement not later than the effective  date of such  Registration
Statement  and provide the Trustee and the  transfer  agent for the Common Stock
with printed  certificates  for the  Registrable  Securities  that are in a form
eligible for deposit with The Depository Trust Company.

(n)  Cooperate  and assist in any filings  required to be made with the National
Association of Securities Dealers, Inc.

(o) Upon (i) the  filing  of the  Initial  Registration  Statement  and (ii) the
effectiveness of the Initial Registration Statement,  announce the same, in each
case by release to Reuters Economic Services and Bloomberg Business News.

Section 4. HOLDER'S  OBLIGATIONS.  Each Holder  agrees,  by  acquisition  of the
Registrable  Securities,  that no  Holder  of  Registrable  Securities  shall be
entitled to sell any of such Registrable  Securities  pursuant to a Registration
Statement or to receive a Prospectus  relating  thereto,  unless such Holder has
furnished the Company with a Notice and  Questionnaire  as required  pursuant to
Section 2(d) hereof  (including the information  required to be included in such
Notice and  Questionnaire)  and the  information set forth in the next sentence.
Each Notice  Holder  agrees  promptly to furnish to the Company all  information
required to be disclosed in order to make the information  previously  furnished
to the Company by such Notice Holder not  misleading  and any other  information
regarding such Notice Holder and the distribution of such Registrable Securities
as the  Company  may  from  time to time  reasonably  request.  Any  sale of any
Registrable  Securities  by any Holder  shall  constitute a  representation  and
warranty  by such Holder  that the  information  relating to such Holder and its
plan of distribution is as set forth in the Prospectus  delivered by such Holder
in connection  with such  disposition,  that such  Prospectus does not as of the
time of such sale contain any untrue statement of a material fact relating to or
provided by such  Holder or its plan of  distribution  and that such  Prospectus
does not as of the time of such sale omit to state any material fact relating to
or  provided by such Holder or its plan of  distribution  necessary  to make the
statements in such  Prospectus,  in the light of the  circumstances  under which
they were made, not misleading.

Section 5. REGISTRATION  EXPENSES.  The Company shall bear all fees and expenses
incurred in connection  with the  performance by the Company of its  obligations
under Sections 2 and 3 of this Agreement  whether or not any of the Registration
Statements are declared effective. Such fees and expenses shall include, without
limitation, (i) all registration and filing fees (including, without limitation,
fees and  expenses  (x) with  respect  to filings  required  to be made with the
National  Association  of Securities  Dealers,  Inc. and (y) of compliance  with

                                       12
<PAGE>

federal and state  securities or Blue Sky laws (including,  without  limitation,
reasonable fees and disbursements of the Special Counsel in connection with Blue
Sky  qualifications  of the  Registrable  Securities  under  the  laws  of  such
jurisdictions as the Notice Holders of a majority of the Registrable  Securities
being sold pursuant to a Registration  Statement may  designate),  (ii) printing
expenses (including,  without limitation,  expenses of printing certificates for
Registrable  Securities in a form eligible for deposit with The Depository Trust
Company,  (iii)  duplication  expenses  relating  to copies of any  Registration
Statement or Prospectus delivered to any Holders hereunder, (iv) reasonable fees
and  disbursements  of  counsel  for the  Company  and the  Special  Counsel  in
connection  with the Shelf  Registration  Statement  (provided  that the Company
shall not be liable for the fees and expenses of more than one separate firm for
all parties participating in any transaction hereunder), (v) reasonable fees and
disbursements  of the Trustee and its counsel and of the  registrar and transfer
agent for the Common Stock and (vi) Securities Act liability  insurance obtained
by the Company in its sole  discretion.  In addition,  the Company shall pay the
internal expenses of the Company (including,  without  limitation,  all salaries
and expenses of officers and employees  performing legal or accounting  duties),
the expense of any annual  audit,  the fees and expenses  incurred in connection
with the listing by the Company of the Registrable  Securities on any securities
exchange on which similar securities of the Company are then listed and the fees
and expenses of any person, including special experts,  retained by the Company.
Notwithstanding  the  provisions  of this Section 5, each seller of  Registrable
Securities shall pay selling expenses (including any brokerage fees and expenses
or underwriting discounts and commissions, if any) and all registration expenses
to the extent  required by applicable  law, and the Notice Holders shall pay the
expenses of all broker-dealers,  attorneys and accountants  retained by them and
referred to in Section 3(j).

Section 6.        INDEMNIFICATION.

(a)  INDEMNIFICATION  BY THE  COMPANY.  The  Company  shall  indemnify  and hold
harmless  each Notice  Holder and each  person,  if any, who controls any Notice
Holder (within the meaning of either Section 15 of the Securities Act or Section
20 of the  Exchange  Act) from and  against  any  losses,  liabilities,  claims,
damages and expenses (including, without limitation, any legal or other expenses
reasonably  incurred in  connection  with  defending or  investigating  any such
action or claim)  (collectively,  "Losses"),  arising  out of or based  upon any
untrue statement or alleged untrue statement of a material fact contained in any
Registration  Statement or Prospectus or in any amendment or supplement  thereto
or in any preliminary  prospectus,  or arising out of or based upon any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  under which they were made, not  misleading,  provided,  however,
that the  Company  shall not be liable in any such case to the  extent  that any
such Losses arise out of or are based upon an untrue statement or alleged untrue
statement  contained  in or  omission  or  alleged  omission  from  any of  such
documents in reliance upon and conformity with any of the  information  relating
to the Holders furnished to the Company in writing by a Holder expressly for use
therein;  provided further, that the indemnification contained in this paragraph
shall not inure to the benefit of any Holder of  Registrable  Securities  (or to
the benefit of any person controlling such Holder) on account of any such Losses
arising out of or based upon an untrue  statement or alleged untrue statement or
omission or alleged  omission made in any  preliminary  prospectus or Prospectus
provided in each case the Company has performed its  obligations  under Sections
3(a) and 3(b) hereof if either (A) (i) such  Holder  failed to send or deliver a

                                       13
<PAGE>

copy of the Prospectus or post-effective  amendments thereto, as the case may be
with or prior to the delivery of written confirmation of the sale by such Holder
to the person  asserting  the claim from  which such  Losses  arise and (ii) the
Prospectus or post-effective  amendments  thereto, as the case may be would have
corrected such untrue  statement or alleged untrue statement or such omission or
alleged omission,  or (B) (x) such untrue statement or alleged untrue statement,
omission or alleged  omission is corrected in an amendment or  supplement to the
Prospectus  and (y)  having  previously  been  furnished  by or on behalf of the
Company with copies of the Prospectus as so amended or supplemented, such Holder
thereafter fails to deliver such Prospectus as so amended or supplemented,  with
or prior to the delivery of written  confirmation  of the sale of a  Registrable
Security to the person asserting the claim from which such Losses arise.

(b)  INDEMNIFICATION  BY HOLDERS OF REGISTRABLE  SECURITIES.  Each Holder agrees
severally  and not jointly to  indemnify  and hold  harmless the Company and its
respective  directors  and officers,  and each person,  if any, who controls the
Company  (within  the  meaning  of either  Section 15 of the  Securities  Act or
Section 20 of the Exchange Act) or any other Holder, from and against all Losses
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration  Statement or Prospectus or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out
of or based upon 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,  to the  extent,  but  only to the  extent,  that  such  untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in reliance upon and in conformity with information  furnished to the Company in
writing by such  Holder  expressly  for use in such  Registration  Statement  or
Prospectus or amendment or supplement  thereto.  In no event shall the liability
of any selling Holder of Registrable  Securities  hereunder be greater in amount
than the dollar amount of the proceeds  received by such Holder upon the sale of
the Registrable Securities pursuant to the Registration Statement giving rise to
such indemnification obligation.

(c) CONDUCT OF INDEMNIFICATION  PROCEEDINGS.  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 of the two preceding
paragraphs,  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 other parties entitled to  indemnification  hereunder
which the indemnifying  party may designate in such proceeding and shall pay the
reasonable fees and 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  respect  of the  legal  expenses  of any  indemnified  party in
connection with any proceeding or related  proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate  firm (in addition
to any local counsel) for all  indemnified  parties,  and that all such fees and
expenses  shall be reimbursed as they are incurred.  Such separate firm shall be
designated in writing by, in the case of parties indemnified pursuant to Section

                                       14
<PAGE>

6(a), the Holders of a majority (with Holders of Notes deemed to be the Holders,
for purposes of determining such majority, of the number of shares of Underlying
Common Stock into which such Notes are or would be convertible  or  exchangeable
as of the date on which such designation is made) of the Registrable  Securities
covered  by the  Registration  Statement  held by Holders  that are  indemnified
parties  pursuant  to  Section  6(a)  and,  in the case of  parties  indemnified
pursuant to Section  6(b),  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.
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 any  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) CONTRIBUTION.  To the extent that the  indemnification  provided for in this
Section 6 is  unavailable  to an  indemnified  party under  Section 6(a) or 6(b)
hereof in  respect  of any Losses or is  insufficient  to hold such  indemnified
party harmless, then each applicable indemnifying party, in lieu of indemnifying
such indemnified  party,  shall contribute to the amount paid or payable by such
indemnified  party as a  result  of such  Losses  (i) in such  proportion  as is
appropriate to reflect the relative benefits received by the indemnifying  party
or  parties  on the one hand and the  indemnified  party or parties on the other
hand or (ii) if the allocation  provided by clause (i) above is not permitted by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative benefits referred to in clause (i) above but also 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, as well as any other relevant equitable considerations.
Benefits  received by the  Company  shall be deemed to be equal to the total net
proceeds from the initial placement pursuant to the Placement  Agreement (before
deducting  expenses) of the Registrable  Securities to which such Losses relate.
Benefits  received  by any  Holder  shall be  deemed to be equal to the value of
Registrable  Securities  that are  registered  under  the  Securities  Act.  The
relative  fault of the Holders on the one hand and the Company on the other hand
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 Holders or by
the Company, 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 paragraph are several in
proportion to the  respective  number of Registrable  Securities  they have sold
pursuant to a Registration Statement, and not joint.

                  The  parties  hereto  agree  that it  would  not be  just  and
equitable if  contribution  pursuant to this Section 6(d) were determined by pro
rata  allocation  or by any other method or  allocation  that does not take into
account the equitable  considerations  referred to in the immediately  preceding
paragraph. The amount paid or payable by an indemnified party as a result of the

                                       15
<PAGE>

Losses  referred to in the  immediately  preceding  paragraph 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  this Section  6(d), an
indemnifying party that is a selling Holder of Registrable  Securities shall not
be required to contribute  any amount in excess of the amount by which the total
price at which the Registrable  Securities sold by such  indemnifying  party and
distributed  to the public were offered to the public  exceeds the amount of any
damages  that such  indemnifying  party 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 Securities Act) shall be entitled to  contribution  from
any person who was not guilty of such fraudulent misrepresentation.

(e) The indemnity,  contribution  and expense  reimbursement  obligations of the
parties  hereunder shall be in addition to any liability any  indemnified  party
may otherwise have hereunder, under the Placement Agreement or otherwise-

(f) The indemnity and contribution  provisions contained in this Section 6 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 any Holder or
any person controlling any Holder, or the Company,  or the Company's officers or
directors  or any  person  controlling  the  Company  and  (iii) the sale of any
Registrable Securities by any Holder.

Section 7. INFORMATION  REQUIREMENTS.  (a) The Company covenants that, if at any
time  before the end of the  Effectiveness  Period the Company is not subject to
the  reporting  requirements  of the Exchange  Act, it will  cooperate  with any
Holder of Registrable  Securities and take such further reasonable action as any
Holder of Registrable  Securities may reasonably request in writing  (including,
without  limitation,  making such reasonable  representations as any such Holder
may reasonably request),  all to the extent required from time to time to enable
such  Holder  to sell  Registrable  Securities  without  registration  under the
Securities Act within the limitation of the exemptions  provided by Rule 144 and
Rule 144A under the  Securities  Act and  customarily  taken in connection  with
sales  pursuant to such  exemptions.  Upon the written  request of any Holder of
Registrable  Securities,  the  Company  shall  deliver to such  Holder a written
statement as to whether it has complied with such reporting requirements, unless
such a statement  has been  included in the  Company's  most recent report filed
pursuant to Section 13 or Section  15(d) of Exchange  Act.  Notwithstanding  the
foregoing,  nothing in this  Section 7 shall be deemed to require the Company to
register any of its  securities  (other than the Common Stock) under any section
of the Exchange Act.

(b) The  Company  shall file the  reports  required  to be filed by it under the
Exchange  Act and  shall  use  reasonable  efforts  to  comply  with  all  other
requirements  set  forth in the  instructions  to Form S-3 in order to allow the
Company to be eligible to file registration statements on Form S-3.

Section 8.        MISCELLANEOUS.

(a) NO  CONFLICTING  AGREEMENTS.  The Company is not, as of the date  hereof,  a
party to, nor shall it, on or after the date of this Agreement,  enter into, any
agreement with respect to its securities  that conflicts with the rights granted

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<PAGE>

to the  Holders  of  Registrable  Securities  in  this  Agreement.  The  Company
represents  and warrants that the rights  granted to the Holders of  Registrable
Securities  hereunder do not in any way conflict with the rights  granted to the
holders of the Company's securities under any other agreements.  Notwithstanding
the foregoing,  the Placement Agent  acknowledges that the Company is obligated,
and may  obligate  itself  from  time to time in the  future,  to  register  its
securities for other holders.

(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 Holders of a majority of
the then outstanding Underlying Common Stock constituting Registrable Securities
(with  Holders of Notes deemed to be the Holders,  for purposes of this Section,
of the number of outstanding  shares of Underlying  Common Stock into which such
Notes are or would be convertible or  exchangeable  as of the date on which such
consent is requested).  Notwithstanding  the  foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively to the rights of Holders of Registrable  Securities whose securities
are being sold pursuant to a  Registration  Statement and that does not directly
or indirectly  affect the rights of other Holders of Registrable  Securities may
be given by Holders of at least a majority of the Registrable  Securities  being
sold by such Holders pursuant to such Registration Statement; PROVIDED, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately  preceding  sentence.  Each
Holder of Registrable  Securities outstanding at the time of any such amendment,
modification,  supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant to
this Section 8(b), whether or not any notice, writing or marking indicating such
amendment,   modification,   supplement,   waiver  or  consent  appears  on  the
Registrable Securities or is delivered to such Holder.

(c)  NOTICES.  All notices and other  communications  provided  for or permitted
hereunder shall be made in writing by hand delivery,  by telecopier,  by courier
guaranteeing   overnight   delivery  or  by  first-class  mail,  return  receipt
requested,  and shall be deemed given (i) when made,  if made by hand  delivery,
(ii) upon confirmation,  if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier,  if made by overnight  courier or (iv) on the
date  indicated on the notice of receipt,  if made by  first-class  mail, to the
parties as follows:

                  (w) if to a  Holder  of  Registrable  Securities,  at the most
current   address  given  by  such  Holder  to  the  Company  in  a  Notice  and
Questionnaire or any amendment thereto;



        (x)         if to the Company, to:         SpectraSite Holdings, Inc.
                                                  100 Regency Forest Drive
                                                  Suite 400
                                                  Cary, North Carolina 27511
                                                  Attention:  Chief Financial
                                                  Officer Telecopy No.:
                                                  (919) 468-8522

                                       17
<PAGE>

                                       and

                                                  Dow, Lohnes & Albertson, PLLC
                                                  1200 New Hampshire Avenue, NW
                                                  Suite 800
                                                  Washington, DC  20036-6802
                                                  Attention:  Thomas D. Twedt,
                                                              Esq.
                                                  Telecopy No.:  (202) 776-2222

        (y) if to the Placement Agent, to:     Morgan Stanley & Co. Incorporated
                                                  1585 Broadway
                                                  New York, New York
                                                  Attention:  Equity Capital
                                                              Markets
                                                  Telecopy No.:  (212) 761-0538

                                       and

                                                  Shearman & Sterling
                                                  599 Lexington Avenue
                                                  New York, NY  10022-6069
                                                  Attention: Joel S. Klaperman,
                                                             Esq.
                                                  Telecopy No.:  (212) 848-7179


or to such other address as such person may have  furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

(d)  APPROVAL  OF  HOLDERS.  Whenever  the  consent or  approval of Holders of a
specified   percentage  of   Registrable   Securities  is  required   hereunder,
Registrable  Securities  held by the Company or its  Affiliates  (other than the
Placement  Agent  or  subsequent  Holders  of  Registrable  Securities  if  such
subsequent  Holders  are  deemed  to be  Affiliates  solely  by  reason of their
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

(e) SUCCESSORS AND ASSIGNS. Any person who purchases any Registrable  Securities
from the Placement Agent shall be deemed, for purposes of this Agreement,  to be
an assignee of the Placement Agent. This Agreement shall inure to the benefit of
and be binding upon the  successors and assigns of each of the parties and shall
inure to the  benefit  of and be  binding  upon each  Holder of any  Registrable
Securities.

(f)  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 original and all of which taken  together  shall
constitute one and the same agreement.

                                       18
<PAGE>

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

(h)  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

(i)  SEVERABILITY.  If any term,  provision,  covenant  or  restriction  of this
Agreement is held to be invalid,  illegal, void or unenforceable,  the remainder
of the terms,  provisions,  covenants  and  restrictions  set forth herein shall
remain in full  force and effect and shall in no way be  affected,  impaired  or
invalidated thereby, and the parties hereto shall use their best efforts to find
and employ an alternative  means to achieve the same or  substantially  the same
result as that contemplated by such term, provision, covenant or restriction, it
being  intended  that all of the rights and  privileges  of the parties shall be
enforceable to the fullest extent permitted by law.

(j) ENTIRE  AGREEMENT.  This  Agreement  is  intended  by the parties as a final
expression  of their  agreement  and is intended to be a complete and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained  herein and the registration  rights granted by the
Company with respect to the  Registrable  Securities.  Except as provided in the
Placement  Agreement,  there  are  no  restrictions,   promises,  warranties  or
undertakings,  other than those set forth or referred to herein, with respect to
the  registration  rights granted by the Company with respect to the Registrable
Securities.  This  Agreement  supersedes all prior  agreements and  undertakings
among the parties  with  respect to such  registration  rights.  No party hereto
shall have any rights,  duties or obligations other than those  specifically set
forth in this Agreement.  In no event will such methods of distribution take the
form of an underwritten offering of the Registrable Securities without the prior
agreement of the Company.

(k)  TERMINATION.  This Agreement and the  obligations of the parties  hereunder
shall  terminate  upon  the  end of the  Effectiveness  Period,  except  for any
liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to
make payments of and provide for liquidated damages under Section 2(e) hereof to
the extent such  damages  accrue prior to the end of the  Effectiveness  Period,
each of which shall remain in effect in accordance with its terms.

                                       19

<PAGE>



                  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:Executive Vice President and
                                             Chief Financial Officer


Confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED



By: /s/ Samir Hussein
   ------------------------------
      Name:Samir Hussein
      Title:Vice President












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