Exhibit 4.4


                          REGISTRATION RIGHTS AGREEMENT


                                                               November 20, 2000

To the several persons listed in Schedule I attached hereto:

Ladies and Gentlemen:

                  This will  confirm  that in  consideration  of the purchase by
certain  purchasers  named on Schedule I hereto (the  "Purchasers")  on the date
hereof of an aggregate  4,000,000  shares of Common Stock,  par value $0.001 per
share, of SpectraSite  Holdings,  Inc., a Delaware  corporation (the "Company"),
pursuant  to the  Purchase  Agreement  dated as of  November  20, 2000 among the
Company and the  Purchasers,  and as an  inducement  to them to  consummate  the
transactions   contemplated  by  the  Purchase  Agreement,  the  Company  hereby
covenants  and  agrees  with  each of you,  and with each  subsequent  holder of
Restricted Stock (as such term is defined herein), as follows:

1.       Certain Definitions.  As used herein, the following terms shall have
the following respective meanings:

                  "Commission" means the Securities and Exchange Commission,  or
any other federal agency at the time administering the Securities Act.

                  "Common  Stock"  means the Common  Stock,  par value $.001 per
share, of the Company, as constituted as of the date of this Agreement,  subject
to adjustment pursuant to the provisions of Section 10 hereof.

                  "Effectiveness Period" shall have the meaning provided in
Section 4 hereof.

                  "Eligible Stock" shall have the meaning provided in Section
7(b).

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended,  or any similar federal  statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "Initial  Registration   Statement"  shall  have  the  meaning
provided in Section 4 hereof.

                  "Registration  Black Out" shall have the  meaning  provided in
Section 13(a) hereof.
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                  "Registration Expenses" means the expenses so described in
Section 8 hereof.

                  "Restricted Stock" means the shares of (i) Common Stock issued
to the Purchasers  pursuant to the Purchase  Agreement and (ii) Common Stock for
which at any time the  Warrants are  exercisable  or which have been issued upon
exercise of the Warrants,  in each case, the certificates for which are required
to bear the legend set forth in Section 2 hereof.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any similar federal statute,  and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

                  "Selling Expenses" means the expenses so described in Section
8 hereof.

                  "Warrant  Agreement" shall mean the Warrant Agreement dated as
of the date hereof between the Company and First Union National Bank, as warrant
agent, as it may be amended from time to time.

                  "Warrants"  shall  mean the  warrants  to  purchase  1,500,000
shares of Common Stock, subject to adjustment, issued to the Purchasers pursuant
to the Purchase Agreement and the Warrant Agreement.

2. Restrictive Legend. Each certificate representing the Common Stock, including
shares issued upon exercise of the Warrants,  and each  certificate  issued upon
exchange,  adjustment  or  transfer  thereof,  other than in a public sale or as
otherwise permitted by the last paragraph of Section 3 hereof,  shall be stamped
or otherwise imprinted with a legend substantially in the following form:

         "THE SHARES  EVIDENCED  BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER THE SECURITIES ACT OF 1933 NOR UNDER  APPLICABLE STATE SECURITIES
         LAWS, AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
         THEY  HAVE  BEEN  REGISTERED  UNDER  SUCH  LAWS  OR AN  EXEMPTION  FROM
         REGISTRATION IS AVAILABLE."

3. Notice of Proposed Transfer. Prior to any proposed transfer of any Restricted
Stock  (other  than (i) in the case of a transfer by any  Purchaser,  to (a) any
affiliate of such  Purchaser,  (b) any other Purchaser or affiliate of any other
Purchaser,  (c) Caravelle Investment Fund, L.L.C., (d) Caravelle Investment Fund
II, L.L.C.,  (e) any investment fund  controlled by at least two of Messrs.  Jay
Bloom,  Andrew  Heyer or Dean  Kehler,  (f) any person (I) 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
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                                      -3-

     and (II)substantially all the equity interests which are owned, directly or
indirectly,  by (w) members of Trimaran,  (x) employees of CIBC or any affiliate
thereof,   (y)  any  investor  in  the  Trimaran  investment  program  that  has
co-investment  rights  or (z)  any  combination  of  the  persons  named  in the
immediately  preceding  clauses  (w),  (x) or (y) or to any of their  respective
successors or (ii) in a registered  offering as contemplated by Sections 4, 5 or
6 hereof),  the holder  thereof shall give written  notice to the Company of its
intention to effect such transfer. Each such notice shall describe the manner of
the proposed transfer and, if requested by the Company,  shall be accompanied by
an opinion of counsel reasonably  satisfactory to the Company to the effect that
the proposed transfer may be effected without  registration under the Securities
Act,  whereupon  such holder shall be entitled to transfer  such  securities  in
accordance with the terms of its notice; provided, however, that no such opinion
shall be  required  if such notice  shall  cover a  distribution  by a holder of
Restricted Stock that is a partnership or limited liability company to a partner
or member of such holder if such  distribution  is made after the  expiration of
the holding period  specified with respect  thereto in Rule 144(d)(1)  under the
Securities  Act,  pro rata in  accordance  with the  respective  partnership  or
limited  liability  company  agreement  of such  Purchaser  without  payment  of
additional  consideration therefor by such partners or members. Each certificate
for  Restricted  Stock  transferred  as above provided shall bear the legend set
forth  in  Section  2,  unless  (i)  such  transfer  is in  accordance  with the
provisions  of Rule  144 (or any  other  rule  permitting  public  sale  without
registration  under the Securities Act) or (ii) the opinion of counsel  referred
to  above  is to the  further  effect  that the  transferee  and any  subsequent
transferee  (other  than an  Affiliate  of the  Company)  would be  entitled  to
transfer  such  securities  in a public  sale  without  registration  under  the
Securities Act.

                  The foregoing  restrictions on  transferability  of Restricted
Stock shall terminate as to any particular  shares of Restricted Stock when such
shares shall have been effectively  registered under the Securities Act and sold
or otherwise  disposed of in accordance  with the intended method of disposition
by the  seller  or  sellers  thereof  set  forth in the  registration  statement
concerning such shares. Whenever a holder of Restricted Stock is able to provide
a written opinion of counsel to the Company (and its counsel) to the effect that
the provisions of Rule 144(k) of the Securities Act are available to such holder
without limitation, such holder of Restricted Stock shall be entitled to receive
from the Company, without expense, a new certificate not bearing the restrictive
legend set forth in Section 2.

4.       Required Shelf Registration.

                  Promptly  following  the date of this  Agreement,  the Company
shall prepare and file with the Commission a  registration  statement or add the
Restricted  Stock to an existing  registration  statement  (in either case,  the
"Initial  Registration  Statement"),  which  shall cover the resale from time to
time of all Restricted  Stock (and, to the extent allowable under the Securities
Act  and  the  Rules  promulgated  thereunder  shall  state  that  such  Initial
Registration
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                                      -4-

Statement  also covers  such  indeterminate  number of  additionalshares of
Common Stock as may become  issuable upon the exercise of the Warrants pursuant
to the anti-dilution  provisions contained in the Warrant Agreement) in an
offering to be made on a continuous basis pursuant to a "shelf"  registration
statement  under Rule 415. The Initial  Registration  Statement shall be on Form
S-3 or other similar form (or any successor form), if the Company is eligible to
use such form.  The Company  shall (i) use its best efforts to cause the Initial
Registration  Statement to be declared  effective under the Securities Act on or
prior to the 91st day after the date of this Agreement and (ii) keep the Initial
Registration  Statement continuously effective under the Securities Act (subject
to Section 13(a) hereof) until the date which is two (2) years after the date on
which the shares can be sold pursuant to the Initial  Registration  Statement or
such earlier date when all shares of the Restricted  Stock have been sold or may
be sold  without  volume  limitations  pursuant to Rule 144 (the  "Effectiveness
Period").  If any  of the  shares  of  Restricted  Stock  are to be  sold  in an
underwritten  offering  initiated  by the  Purchasers  and  effected  through  a
supplement or amendment to the Initial Registration Statement,  the holders of a
majority of such stock may designate the managing  underwriter  of such offering
which will be a firm of recognized national standing, subject to the approval of
the Company, which approval shall not be unreasonably withheld.

5.       Demand Registration.

(a) At any time following the  Effectiveness  Period,  the holders of Restricted
Stock constituting at least 25% of the Restricted Stock outstanding at such time
may request the Company to register  under the Securities Act all or any portion
of the Restricted  Stock held by such  requesting  holder or holders for sale in
the manner  specified in such notice.  The Company  shall have no  obligation to
effect a registration  under this Section 5 unless the aggregate  offering price
of the securities  requested to be sold pursuant to such registration is, in the
good faith judgment of the Company, expected to be equal to or greater than $7.5
million.

(b) Promptly  following  receipt of any notice under this Section 5, the Company
shall  immediately  give written notice to any holders of Restricted  Stock from
whom notice has not been received, and shall file and use its reasonable efforts
to have declared  effective a registration  statement  under the Securities Act,
for public sale in accordance  with the method of disposition  specified in such
notice from such  requesting  holders the number of shares of  Restricted  Stock
specified in such notice (and in any notices received from other such holders of
Restricted  Stock  within 20 days after  their  receipt of such  notice from the
Company).  If  such  method  of  disposition  shall  be an  underwritten  public
offering,  the Company may designate the managing  underwriter  of such offering
which shall be a firm of recognized  national standing,  subject to the approval
of the selling  holders of a majority of the  Restricted  Stock  included in the
offering,  which  approval  shall not be  unreasonably  withheld.  The number of
shares of Restricted Stock to be included in such an underwriting may be reduced
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                                      -5-


(pro rata  among all of the  requesting  holders  based on the  number of shares
requested  by each holder to be included) if and to the extent that the managing
underwriter  shall be of the opinion that such inclusion would adversely  affect
the marketing of the securities to be sold therein.  Notwithstanding anything to
the contrary  contained herein, the obligation of the Company under this Section
5 shall be deemed  satisfied  only when a  registration  statement  covering all
shares of Restricted Stock specified in notices received as aforesaid,  for sale
in accordance with the method of disposition specified by the requesting holder,
shall  have  become  effective  and,  if such  method of  disposition  is a firm
commitment  underwritten  public offering,  all such shares shall have been sold
pursuant thereto.

(c) Each of the Company and  holders of Common  Stock other than the  Restricted
Stock, shall be entitled to include in any registration statement referred to in
this Section 5 for which the method of distribution  is an  underwritten  public
offering, for sale in accordance with the method of disposition specified by the
requesting holders, shares of Common Stock to be sold by the Company for its own
account,  or such other  stockholders,  as the case may be, except to the extent
that, in the opinion of the managing underwriter, such inclusion would adversely
affect the marketing of the Restricted  Stock to be sold.  Except as provided in
this  paragraph  (c) or pursuant to the  Company's  Second and Amended  Restated
Registration  Rights Agreement dated April 20, 1999, as amended through the date
hereof and as it may be amended to reflect the registration  rights contemplated
by the Agreement to Sublease (the "Second Amended and Restated Agreement") or as
it may be amended solely to add additional parties,  the Company will not effect
any other registration of its Common Stock,  whether for its own account or that
of other holders,  from the date of receipt of a notice from requesting  holders
pursuant to this Section 5 until the completion of the period of distribution of
the registration contemplated thereby.

(d) Notwithstanding anything to the contrary contained herein, the Company shall
be  obligated  to register  Restricted  Stock  pursuant to this Section 5 on one
occasion only.

6. Incidental  Registration.  If the Company at any time (other than pursuant to
Section 4 or 5 hereof) after the  Effectiveness  Period proposes to register any
of its Common Stock under the Securities Act for sale to the public, whether for
its own account or for the  account of other  security  holders or both  (except
with respect to  registration  statements  on Form S-4 or S-8 (or any  successor
form) or another form not available for  registering  the  Restricted  Stock for
sale to the public),  it will give written notice at such time to all holders of
outstanding Restricted Stock of its intention to do so. Upon the written request
of any such holder, given within 20 days after receipt of any such notice by the
Company,  to register any of its Restricted Stock (which request shall state the
intended  method of  disposition  thereof),  the Company will use its reasonable
best efforts to cause the Restricted Stock as to which  registration  shall have
been  so  requested  to be  included  in the  securities  to be  covered  by the
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                                      -6-

registration  statement  proposed to be filed by the Company,  all to the extent
requisite to permit the sale or other  disposition  by the holder (in accordance
with its written request) of such Restricted Stock; provided that nothing herein
shall prevent the Company from  abandoning or delaying such  registration at any
time. In the event that any registration pursuant to this Section 6 shall be, in
whole or in part, an underwritten  public offering of Common Stock,  any request
by a holder  pursuant  to this  Section 6 to  register  Restricted  Stock  shall
specify  that  either  (i)  such  Restricted  Stock  is to be  included  in  the
underwriting  on the same terms and  conditions  as the  shares of Common  Stock
otherwise being sold through  underwriters  under such registration or (ii) such
Restricted Stock is to be sold in the open market without any  underwriting,  on
terms and  conditions  comparable to those  normally  applicable to offerings of
common  stock in  reasonably  similar  circumstances.  The  number  of shares of
Restricted Stock to be included in such an underwriting may be reduced if and to
the extent  that the  managing  underwriter  shall be of the  opinion  that such
inclusion would  adversely  affect the marketing of the securities to be sold by
the  Company  therein or by holders of  Restricted  Stock.  In such  event,  the
Company shall include in such registration (i) first, the securities the Company
proposes to sell or the securities  proposed to be sold pursuant to Section 4 of
the Second Amended and Restated  Agreement,  (ii) second,  the Restricted  Stock
requested  to be included in such  registration  hereunder  and the  "Restricted
Stock"  requested to be included in such  registration  under the Second Amended
and  Restated  Agreement  (other  than  Section 4  thereof),  pro rata among the
holders  thereof  participating  in such  registration  based upon the number of
shares owned by each such holder and (iii) third, other securities  requested to
be included in such  registration  by persons  other than holders of  Restricted
Stock hereunder or under the Second Amended and Restated Agreement.

7.  Registration  Procedures.  If and  whenever  the  Company is required by the
provisions of Section 4, 5 or 6 hereof to effect the  registration of any of the
Restricted Stock under the Securities Act, the Company will, as expeditiously as
possible:

(a)      prepare  (and  afford  counsel  for  the  selling  holders   reasonable
         opportunity to review and comment thereon) and file with the Commission
         a registration  statement  with respect to such  securities and use its
         best efforts to cause such registration  statement to become and remain
         effective  for the  period  of the  distribution  contemplated  thereby
         (determined as hereinafter provided);

(b)  prepare (and afford counsel for the selling holders reasonable  opportunity
     to review and comment thereon) and file with the Commission such amendments
     and supplements to such  registration  statement and the prospectus used in
     connection  therewith  as  may  be  necessary  to  keep  such  registration
     statement  effective  for the period  specified in paragraph  (a) above and
     comply  with the  provisions  of the  Securities  Act with  respect  to the
     disposition of all  securities  covered by such  registration  statement in
     accordance  with the sellers'  intended  method of disposition set forth in
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                                      -7-

     such registration  statement for such period; other than (i) as a result of
     the  underwriters  cutback  provisions set forth in Sections 4, 5 and 6, as
     applicable,  (ii) in the event  that  holders  of  Restricted  Stock make a
     demand  pursuant to Section 5 and do not include all shares of Common Stock
     issued  pursuant to the  Purchase  Agreement  then held by such holders and
     100% of the shares of Common Stock issued or issuable  upon the exercise of
     the  Warrants  then  held  by such  holders  (collectively,  the  "Eligible
     Stock"), and (iii) if the holders of Restricted Stock choose not to include
     some or all of the Eligible Stock in an incidental registration pursuant to
     Section  6, in the  event  that at any  time a  registration  statement  is
     required  to be  effective  the  number of  shares  registered  under  such
     registration  statement filed pursuant to this Agreement is insufficient to
     cover the  Eligible  Stock,  the  Company  shall  amend  such  registration
     statement,  or  file  a new  registration  statement  (on  the  short  form
     available  therefor,  if applicable),  or both, so as to cover 100% of such
     shares of Eligible Stock,  in each case as soon as practicable,  but in any
     event  within ten (10) days after the  insufficiency  occurs;  the  Company
     shall use its reasonable  best efforts to cause such  amendment  and/or new
     registration statement to become effective as soon as practicable following
     the filing thereof;

(c)      furnish to each seller and to each underwriter such number of copies of
         the  registration   statement  and  the  prospectus   included  therein
         (including each preliminary  prospectus) as such persons may reasonably
         request in order to facilitate the public sale or other  disposition of
         the securities covered by such registration statement;

(d)      use its best efforts to register or qualify the  securities  covered by
         such  registration  statement  under the securities or blue sky laws of
         such jurisdictions as the sellers of such securities or, in the case of
         an  underwritten  public  offering,  the  managing  underwriter,  shall
         reasonably  request  (provided that the Company will not be required to
         (i) qualify generally to do business in any jurisdiction where it would
         not  otherwise  be required to so qualify but for this  paragraph  (d),
         (ii)  subject  itself to  taxation  in any such  jurisdiction  or (iii)
         consent to general service of process in any jurisdiction);

(e)      immediately  notify each seller under such  registration  statement and
         each  underwriter,  at any time when a prospectus  relating  thereto is
         required to be delivered  under the Securities Act, of the happening of
         any  event  as a result  of  which  the  prospectus  contained  in such
         registration statement, as then in effect, includes an 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  not
         misleading in the light of the circumstances then existing;

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                                      -8-

(f)  use its  reasonable  best  efforts  (if the  offering is  underwritten)  to
     furnish, at the request of any seller, on the date that Restricted Stock is
     delivered to the underwriters for sale pursuant to such  registration:  (i)
     an opinion of counsel  representing  the Company  for the  purposes of such
     registration,  addressed to the  underwriters  and to such seller and dated
     such date,  stating that such  registration  statement has become effective
     under  the  Securities  Act and  that  (A) to the  best  knowledge  of such
     counsel, no stop order suspending the effectiveness thereof has been issued
     and no proceedings  for that purpose have been instituted or are pending or
     contemplated under the Securities Act, (B) the registration statement.  the
     related prospectus,  and each amendment or supplement thereof, comply as to
     form in all material  respects with the  requirements of the Securities Act
     and the  applicable  rules and  regulations  of the  Commission  thereunder
     (except  that  such  counsel  need  express  no  opinion  as  to  financial
     statements,  the  notes  thereto,  and the  financial  schedules  and other
     financial and  statistical  data  contained  therein) and (C) to such other
     effects as may reasonably be requested by counsel for the  underwriters  or
     by such seller or its  counsel,  and (ii) a letter dated such date from the
     independent  public accountants  retained by the Company,  addressed to the
     underwriters,  stating that they are independent  public accountants within
     the  meaning  of the  Securities  Act  and  that,  in the  opinion  of such
     accountants,  the  financial  statements  of the  Company  included  in the
     registration  statement or the  prospectus,  or any amendment or supplement
     thereof,  comply as to form in all material  respects  with the  applicable
     accounting  requirements  of the  Securities  Act,  and such  letter  shall
     additionally cover such other financial matters  (including  information as
     to the period  ending no more than five  business days prior to the date of
     such  letter)  with  respect to the  registration  in respect of which such
     letter  is being  given  as such  underwriters  or  seller  may  reasonably
     request; and

(g)      make  available  for  inspection  by  each  seller,   any   underwriter
         participating  in  any  distribution   pursuant  to  such  registration
         statement, and any attorney, accountant or other agent retained by such
         seller or  underwriter,  all  financial  and other  records,  pertinent
         corporate  documents  and  properties  of the  Company,  and  cause the
         Company's  officers,  directors and employees to supply all information
         reasonably  requested  by  any  such  seller,  underwriter,   attorney,
         accountant or agent in connection with such registration  statement and
         permit such seller, attorney, accountant or agent to participate in the
         preparation of such registration statement.

                  For purposes of  paragraphs  (a) and (b) above and of Sections
4(c) and 10(a) hereof,  the period of distribution of Restricted Stock in a firm
commitment  underwritten  public  offering  shall be deemed to extend until each
underwriter has completed the  distribution  of all securities  purchased by it,
which period  shall in no  circumstances  exceed six months after the  effective
date of the related  registration  statement,  and the period of distribution of
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                                      -9-

securities in any other registration shall be deemed to extend until the earlier
of the sale of all securities  covered thereby or six months after the effective
date  thereof;  provided,  that the  period  of  distribution  under an  Initial
Registration Statement shall be the Effectiveness Period.

                  In connection with each  registration  hereunder,  the selling
holders of  Restricted  Stock  will  furnish  to the  Company  in  writing  such
information with respect to themselves and the proposed  distribution by them as
shall be  reasonably  necessary in order to assure  compliance  with federal and
applicable  state  securities  laws. The Company shall be under no obligation to
register  for  any  registration  pursuant  to  this  Agreement  the  shares  of
Restricted  Stock of any holder  unless such  holder  provides  the  information
requested in accordance  with the preceding  sentence  within 20 days  following
receipt of the Company's request for such information.

                  In connection with each registration pursuant to Sections 4, 5
and 6 hereof  covering  an  underwritten  public  offering,  the Company and all
holders of Restricted Stock  participating in such  registration  agree to enter
into a written  agreement with the managing  underwriter  selected in the manner
herein  provided in such form and containing such provisions as are customary in
the securities  business for such an arrangement  between major underwriters and
companies of the Company's size and investment stature, provided,  however, that
such agreement  shall not contain any such  provision  applicable to the Company
which is inconsistent with the provisions hereof and provided, further, however,
that the time and place of the closing under said agreement shall be as mutually
agreed upon among the Company, such managing underwriter and the selling holders
of Restricted Stock.

8. Expenses.  All expenses incurred by the Company in complying with Sections 4,
5 and 6 hereof,  including without  limitation all registration and filing fees,
printing  expenses,  fees and  disbursements  of counsel and independent  public
accountants  for the Company,  fees of the National  Association  of  Securities
Dealers,  Inc.,  transfer taxes,  fees of transfer agents and registrars and the
reasonable fees and expenses of one counsel for the sellers of Restricted Stock,
but excluding any Selling Expenses,  are herein called "Registration  Expenses".
All  underwriting  discounts and selling  commissions  applicable to the sale of
Restricted Stock are herein called "Selling Expenses".

                  The Company will pay all  Registration  Expenses in connection
with each registration statement filed pursuant to Section 4, 5 or 6 hereof. All
Selling Expenses in connection with any registration statement filed pursuant to
Section  4, 5 or 6  hereof  shall  be  borne  by the  participating  sellers  in
proportion  to the number of shares sold by each,  or by such persons other than
the  Company  (except to the extent the  Company  shall be a seller) as they may
agree.

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9.  Indemnification.  In the event of a  registration  of any of the  Restricted
Stock under the Securities Act pursuant to Section 4, 5 or 6 hereof, the Company
will indemnify and hold harmless each seller of such  securities  thereunder and
each  underwriter of such securities  thereunder and each other person,  if any,
who controls  such seller or  underwriter  within the meaning of the  Securities
Act, against any losses,  claims,  damages or liabilities,  joint or several, to
which such seller or underwriter or controlling  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 any
untrue  statement or alleged untrue  statement of any material fact contained in
any  registration  statement  under which such  Restricted  Stock was registered
under  the  Securities  Act  pursuant  to  Section  4, 5 or 6,  any  preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each such seller, each
such  underwriter  and  each  such  controlling  person  for any  legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss,  claim,  damage,  liability or action, in each case, as
such  expenses are  incurred;  provided,  however,  that the Company will not be
liable in any such case if and to the extent that any such loss,  claim,  damage
or  liability  arises  out of or is based  upon an untrue  statement  or alleged
untrue  statement  or omission or alleged  omission so made in  conformity  with
information  furnished  by such seller,  such  underwriter  or such  controlling
person  in  writing  specifically  for use in  such  registration  statement  or
prospectus.

                  In the event of a registration of any of the Restricted  Stock
under the  Securities  Act pursuant to Section 4, 5 or 6 hereof,  each seller of
such Restricted Stock thereunder,  severally and not jointly, will indemnify and
hold  harmless  the Company and each  person,  if any,  who controls the Company
within the meaning of the Securities  Act, each officer of the Company who signs
the registration  statement,  each director of the Company, each underwriter and
each person who controls any  underwriter  within the meaning of the  Securities
Act, against all losses,  claims,  damages or liabilities,  joint or several, to
which the  Company or such  officer or director or  underwriter  or  controlling
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 any untrue  statement  or alleged  untrue  statement of any
material  fact  contained  in  the  registration   statement  under  which  such
securities was  registered  under the Securities Act pursuant to Section 4, 5 or
6, any preliminary  prospectus or final  prospectus  contained  therein,  or any
amendment or supplement  thereof, or arise out of or are based upon the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary to make the  statements  therein not  misleading,  and will
reimburse  the  Company  and  each  such  officer,  director,   underwriter  and
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability  or  action;  provided,  however,  that  such  seller  will be  liable
<PAGE>
                                      -11-


hereunder in any such case if and only to the extent that any such loss,  claim,
damage  or  liability  arises  out of or is based  upon an untrue  statement  or
alleged untrue  statement or omission or alleged  omission made in reliance upon
and in conformity with information pertaining to such seller, as such, furnished
in  writing  to the  Company  by  such  seller  specifically  for  use  in  such
registration  statement or  prospectus;  provided,  further,  however,  that the
liability  of each seller  hereunder  shall be limited to the  proceeds  (net of
underwriting discounts and commissions) received by such seller from the sale of
Restricted Stock covered by such registration statement.

                  Promptly  after receipt by an indemnified  party  hereunder of
notice of the  commencement of any action,  such  indemnified  party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof,  but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to any  indemnified  party  other than  under  this  Section 9. In case any such
action shall be brought  against any  indemnified  party and it shall notify the
indemnifying party of the commencement  thereof, the indemnifying party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  indemnified
party,  and, after notice from the indemnifying  party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 9 for any
legal expenses  subsequently  incurred by such  indemnified  party in connection
with the defense thereof other than  reasonable  costs of  investigation  and of
liaison with counsel so selected;  provided, however, that, if the defendants in
any such action include both the indemnified  party and the  indemnifying  party
and the  indemnified  party shall have  reasonably  concluded  that there may be
reasonable  defenses  available to it which are different  from or additional to
those  available  to  the  indemnifying  party,  or  if  the  interests  of  the
indemnified party reasonably may be deemed to conflict with the interests of the
indemnifying  party,  the  indemnified  party  shall  have the right to select a
separate  counsel and to assume such legal defenses and otherwise to participate
in the  defense of such  action,  with the  expenses  and fees of such  separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.

                  Notwithstanding  the foregoing,  any  indemnified  party shall
have the right to retain its own  counsel in any such  action,  but the fees and
disbursements of such counsel shall be at the expense of such indemnified  party
unless (i) the  indemnifying  party shall have failed to retain  counsel for the
indemnified  person  as  aforesaid  or (ii)  the  indemnifying  party  and  such
indemnified  party shall have mutually  agreed to the retention of such counsel.
It is understood that the  indemnifying  party shall not, in connection with any
action or related actions in the same  jurisdiction,  be liable for the fees and
disbursements  of more than one separate firm qualified in such  jurisdiction to
act as counsel for the indemnified  party. The  indemnifying  party shall not be
<PAGE>
                                      -12-

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.

                  If  the   indemnification   provided  for  in  the  first  two
paragraphs of this Section 9 is unavailable or  insufficient to hold harmless an
indemnified  party  under such  paragraphs  in respect  of any  losses,  claims,
damages or liabilities or actions in respect thereof  referred to therein,  then
each  indemnifying  party shall in lieu of indemnifying  such indemnified  party
contribute to the amount paid or payable by such  indemnified  party as a result
of such losses,  claims,  damages,  liabilities or actions in such proportion as
appropriate to reflect the relative  fault of the Company,  on the one hand, and
the  underwriters  and the sellers of such  Restricted  Stock,  on the other, in
connection  with the  statements  or  omissions  which  resulted in such losses,
claims, damages,  liabilities or actions as well as any other relevant equitable
considerations,  including  the  failure  to give any  notice  under  the  third
paragraph of this Section 9. The relative fault shall be determined by reference
to,  among other  things,  whether the untrue or alleged  untrue  statement of a
material fact relates to information  supplied by the Company,  on the one hand,
or the  underwriters and the sellers of such securities on the other, and to the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission. The Company and each of you agree
that it would  not be just  and  equitable  if  contributions  pursuant  to this
paragraph were determined by pro rata allocation  (even if all of the sellers of
such  Restricted  Stock were  treated as one entity for such  purpose) or by any
other  method  of  allocation  which  did  not  take  account  of the  equitable
considerations  referred to above in this paragraph.  The amount paid or payable
by an indemnified party as a result of the losses, claims, damages,  liabilities
or action in respect  thereof,  referred  to above in this  paragraph,  shall be
deemed  to  include  any legal or other  expenses  reasonably  incurred  by such
indemnified party in connection with  investigating or defending any such action
or claim.  Notwithstanding the provisions of this paragraph, the sellers of such
Restricted Stock shall not be required to contribute any amount in excess of the
amount,  if any, by which the total price at which the Common Stock sold by each
of them was offered to the public  exceeds the amount of any damages  which they
would have  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission. No person guilty of fraudulent  misrepresentations
(within the meaning of Section 11(f) of the Securities  Act),  shall be entitled
to  contribution   from  any  person  who  is  not  guilty  of  such  fraudulent
misrepresentation.

                  The  indemnification  of  underwriters  provided  for in  this
Section  9 shall  be on such  other  terms  and  conditions  as are at the  time
customary and reasonably required by such underwriters.
<PAGE>
                                      -13-

10.  Changes in Common Stock.  If, and as often as, there are any changes in the
Common  Stock  by  way  of  stock  split,   stock   dividend,   combination   or
reclassification,   or  through   merger,   consolidation,   reorganization   or
recapitalization  (including a merger or  consolidation  in which the holders of
Common Stock receive  securities of an acquiror or its parent),  or by any other
means,  appropriate adjustment shall be made in the provisions hereof, as may be
required,  so that the rights and privileges  granted hereby shall continue with
respect to the Common Stock as so changed.

11.  Representations  and Warranties of the Company.  The Company represents and
warrants to you as follows:

(a)      The execution, delivery and performance of this Agreement by the
         Company have been duly authorized by all requisite corporate action and
         will not violate any provision of law, any order of any court or other
         agency of government, the Certificate of Incorporation or By-laws of
         the Company, or any provision of any indenture, agreement or other
         instrument to which it or any of its properties or assets is bound, or
         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 installment, or result in the creation or imposition of any lien,
         charge or encumbrance of any nature whatsoever upon any of the
         properties or assets of the Company.

(b)      This  Agreement has been duly executed and delivered by the Company and
         constitutes  the legal,  valid and binding  obligation  of the Company,
         enforceable in accordance with its terms,  subject to considerations of
         public policy in the case of the indemnification provisions hereof.

12.      Rule 144 Reporting.  The Company agrees with you as follows:

(a)      The Company shall make and keep public information available,  as those
         terms are understood and defined in Rule 144 under the Securities  Act,
         at all times from and after the date it is first required to do so (and
         without  regard to whether or not it is  required  to do so at any time
         from and after such date,  the  Company  will file with the  Commission
         such periodic and other  reports as an issuer of  securities  that is a
         reporting  company,  as those terms are  understood  and defined in the
         Exchange  Act,  would  be  required  to file  with  the  Commission  in
         compliance  with such Exchange Act,  unless the  Commission  refuses to
         accept such materials for filing).

(b)      The  Company  shall  file with the  Commission  in a timely  manner all
         reports and other  documents  as the  Commission  may  prescribe  under
         Section  13(a) or 15(d) of the  Exchange Act for so long as the Company
         is subject to such reporting requirements of the Exchange Act.
<PAGE>
                                      -14-

(c)      The Company shall furnish to such holder of Restricted  Stock forthwith
         upon  request  (i) a  written  statement  by  the  Company  as  to  its
         compliance  with  the  reporting  requirements  of Rule  144 and of the
         Securities  Act and the Exchange Act (whether or not at such time it is
         subject to such reporting requirements), (ii) a copy of the most recent
         annual or quarterly report of the Company, and (iii) such other reports
         and  documents  so filed as a holder  may  reasonably  request to avail
         itself of any rule or regulation of the Commission allowing a holder of
         Restricted Stock to sell any such securities without registration.

13.      Miscellaneous.

(a) Notwithstanding  anything herein to the contrary,  in the event that, at the
time the Company would  otherwise be required to file a  registration  statement
pursuant  to  Section 4 or 5 or during  the time that a  registration  statement
filed  pursuant  to  Section  4  or  5  is  effective,  the  Company  reasonably
determines,  based upon advice of counsel, that due to the existence of material
non-public information, disclosure of such material non-public information would
be required to make the  statements  contained  in the  applicable  registration
statement not misleading (including, without limitation and for the avoidance of
doubt,  the pendency of a public or private  offering by the Company or pursuant
to the Second Amended and Restated  Agreement),  and the Company has a bona fide
business  purpose  for  preserving  as  confidential  such  material  non-public
information, the Company shall have the right to defer the filing or suspend the
use of such registration  statement (a "Registration  Black Out"), and no holder
of Common Stock shall be permitted  to sell any Common Stock  pursuant  thereto,
until such time as such  suspension is no longer required  hereunder;  provided,
however,  that such time  shall not exceed a period of twenty  (20)  consecutive
days;  provided that any such 20-day period may be extended for twenty-five (25)
additional consecutive days if the Company reasonably determines, based upon the
advice of its counsel and after  conversations  with  counsel for holders of the
Restricted  Stock, that such extension would be required and counsel for holders
of the Restricted Stock determine that the Company's position is reasonable.  As
soon as such suspension is no longer required  hereunder or upon expiration of a
45-day black-out period, the Company shall take all such actions as are required
to permit sales by holders of Restricted  Stock under an effective  registration
statement, including, if required, promptly, but in no event later than the date
the Company files any documents  with the Commission  referencing  such material
information,  file with the Commission either such registration statement or, if
necessary,   an  amendment  to  such  registration   statement  disclosing  such
information  and use its best  efforts to have such  registration  statement  or
amendment  declared  effective  as soon as  possible,  unless,  in the case of a
deferral of filing or a suspension of use of a registration  statement  pursuant
to  Section  5, on or  prior to the  expiration  of the  Registration  Black-Out
period,  the  stockholders  requesting  registration  holding a majority  of the
shares requested to be included in such  registration,  by written notice to the
Company,  withdraw the request made, in which case,  such request made shall not
<PAGE>
                                      -15-

count as a requested  registration under Section 5. In the event that the use of
a  registration  statement  filed  pursuant to Section 4 or 5 is suspended,  the
period of distribution shall be extended by a period of time equal to the length
of time of the Registration Black-Out.

                  In the event that filing a registration  statement is deferred
or use of a  registration  statement is  suspended  by the Company,  the Company
shall promptly notify all holders whose  securities are covered the registration
statement of such deferral or suspension,  and shall  promptly  notify each such
holder  as  soon  as the  registration  statement  is  filed  or the  use of the
registration statement may be resumed. Notwithstanding anything to the contrary,
the  Company  shall cause the  transfer  agent to deliver  unlegended  shares of
Common Stock to a transferee of a holder in  connection  with any lawful sale of
Restricted  Stock with  respect to which such holder has entered into a contract
for sale which  requires  settlement  within four (4) business days of execution
prior to  receipt  of notice of such  Registration  Black Out and for which such
holder has not yet settled. The Company shall be entitled to effect no more than
two Registration Black Outs during any twelve-(12) month period.

(b) All covenants and agreements  contained in this Agreement by or on behalf of
any of the parties  hereto shall bind and inure to the benefit of the respective
successors  and  assigns of the  parties  hereto  whether so  expressed  or not.
Without  limiting the  generality  of the  foregoing,  the  registration  rights
conferred  herein on the holders of Restricted  Stock shall inure to the benefit
of any and all subsequent  holders from time to time of the Restricted Stock for
so long as the certificates  representing the Restricted Stock shall be required
to bear the legend specified in Section 2 hereof.

(c) All notices, requests,  consents and other communications hereunder shall be
in writing and shall be mailed by first class registered mail,  postage prepaid,
or by overnight courier addressed as follows:

                  if to the Company, to it at:

                           SpectraSite Holdings, Inc.
                           100 Regency Forest Drive, Suite 400
                           Cary, North Carolina  27511
                           Attention:  David P. Tomick

<PAGE>
                                      -16-
                  with a copy to:

                           Dow,  Lohnes &  Albertson,  PLLC  1200 New  Hampshire
                           Avenue, N.W.
                           Suite 800
                           Washington, D.C.  20036
                           Attention:  Timothy J. Kelley

                  if to any holder of Restricted Stock, at the address as set
forth under such holder's name in Schedule I hereto;

                  if to any  subsequent  holder  of  Restricted  Stock,  to such
         holder at such  address as may have been  furnished  to the  Company in
         writing by such holder;

                  with a copy (if to a holder of Restricted Stock affiliated
with the Purchasers) to:

                           Trimaran Fund Management, L.L.C.
                           c/o CIBC World Markets Corp.
                           425 Lexington Avenue
                           3rd Floor
                           New York, New York  10017
                           Attention:  Steven A. Flyer

                  and 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 to the  Company (in the case of a holder of  Restricted  Stock) or to
the holders of Restricted Stock (in the case of the Company).

(d) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of New York without  regard to  principles of conflicts of law
of such state.

(e) This Agreement  constitutes the entire agreement of the parties with respect
to the subject  matter  hereof.  This  Agreement  may not be modified or amended
except in writing  signed by the Company and the holders of not less than 60% of
<PAGE>
                                      -17-


the voting power of the  Restricted  Stock then  outstanding  (assuming for this
purpose that all  Warrants  have been  exercised  for shares of Common Stock and
excluding for this purpose any  limitations on voting power  affecting  entities
regulated  by the Bank  Holding  Company  Act of 1956,  as  amended);  provided,
however, that any modification or amendment that adversely affects the rights or
privileges  of any  holder of  Restricted  Stock and does not  affect  the other
holders of Restricted Stock in a substantially  similar manner shall require the
prior consent of such adversely affected holder.

(f) 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.

(g) Headings of articles, sections and paragraphs of this Agreement are inserted
for convenience of reference only and shall not affect the  interpretation or be
deemed to constitute a part hereof.



<PAGE>

                                      -18-

                  Please  indicate  your  acceptance of the foregoing by signing
and returning the enclosed  counterpart  of this letter,  whereupon  this letter
(herein  sometimes called "this Agreement") shall be a binding agreement between
the Company and you.

                                                     Very truly yours,

                                                     SPECTRASITE HOLDINGS, INC.


                                                     By:/s/ David P. Tomick
                                                        ------------------------
                                                          Name: David P. Tomick
                                                          Title:Executive Vice
                                                                President and
                                                                Chief Financial
                                                                Officer

AGREED TO AND ACCEPTED
as of the date first above written

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
<PAGE>
                                      -19-

CIBC EMPLOYEE PRIVATE EQUITY
   FUND (TRIMARAN) PARTNERS


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


CIBC WORLD MARKETS IRELAND
   LIMITED


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




<PAGE>



                                                  SCHEDULE I

Name and Address of Purchaser

     Trimaran Fund II, L.L.C.

     Trimaran Capital, L.L.C.

     Trimaran Parallel Fund II, L.P.

     CIBC Employee Private Equity Fund (Trimaran) Partners

     CIBC World Markets Ireland Limited

                  c/o CIBC World Markets Corp
                  425 Lexington Avenue
                  3rd Floor
                  New York, New York 10017
                  Attention:  Steven A. Flyer